NAPLES PARK AREA ASSOCIATION BY-LAWS

ARTICLE I (Establishment)

Section 1: This association is a not-for-profit corporation organized under the laws of the State of Florida and is known as the “NAPLES PARK AREA ASSOCIATION, INC,” hereinafter “the Association.”

Section 2: For purposes of these By-Laws, the geographical area of the Association is defined as that part of Collier County FL bounded on the North by 111th Ave N, on the South by 91st Ave N, on the East by Tamiami Trail N and on the West by Vanderbilt Drive.

ARTICLE II (Objectives)

Section 1: The objectives of the Association are to provide a working organization for the furtherance of civic improvement, to provide social and recreational activities for its members and their guests, and to sponsor educational projects for its members and the general public.

Section 2: The Association shall not be used in any way for partisan politics nor shall it participate in the political candidacy of any person.

ARTICLE III (Membership)

Section 1: All persons who are residents of or who own property within the area defined in ARTICLE I, Section 2 are eligible for Regular membership.  Persons not living or owning property in the defined area may be accepted as Associate members. Membership in the Association requires the payment of annual dues which shall be due and payable during the month of January of each year. Only those members who have paid their dues by the end of January may vote during the current year. Only persons who have paid the full amount of the annual dues may enjoy the privileges of membership no matter how late in the year they pay dues. Privileges of membership include, but are not limited to voting, eligibility for office and reduced fees for educational, social, recreational and other activities. All paid members may request a single copy of these By-Laws each year without charge.

Section 2: To qualify for nomination as a member of the Board of Directors (see ARTICLE IV, Section 2), a person must have been a member of the Association for a minimum of one (1) entire year prior to the election.

Section 3: Association meetings shall be convened at least three times each year, in January, February and November. Other Association meetings may be convened during other months, as approved by the Board.

ARTICLE IV (Organization and Powers)

Section 1: The Association shall have all powers, both expressed and implied, which are necessary to accomplish the objectives set forth and which are consistent with the laws of the State of Florida.

Section 2: The affairs of the Association shall be managed by a Board of Directors, hereinafter “the Board.” The Board shall consist of three (3) executive officers and six (6) other members elected from and by the Association membership, and the most recently retiring president, for a total of ten (10) voting members.

Section 3: The executive officers shall consist of a President, a Secretary and a Treasurer. The executive officers shall be elected on even numbered years for terms of two years. Two (2) other members shall be elected to the Board each year; each such member shall be elected for a term of three years. The two (2) longest serving, previously elected members (or the non-elected replacement of an elected member) of the Board shall vacate their positions which shall then be occupied by the newly elected members. Such annual, partial election shall ensure continuity of experience on the Board. An individual shall not be permitted to serve more than two consecutive terms as President but may be reelected to the presidency after a four year hiatus. All other individuals elected to the Board may be reelected to unlimited numbers of terms. No more than two Associate members may serve on the Board simultaneously.

Section 4: The Board shall meet at least once a month during the months of October through the following April on a day selected by the Board. Other Board meetings may be convened at the discretion of the President or other presiding officer. The President shall have regular executive powers and shall preside at the meetings of the Association and the Board. In the absence of the President, the Secretary shall perform all duties necessary. In the absence of both the President and the Secretary, the Treasurer or the longest serving Board member, respectively, shall follow in succession.

Section 5: The Board shall set times for meetings for itself and for the Association. All meetings of the Board shall be open to all members of the Association except for meetings between the Board and its attorney with respect to personnel matters or proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege. The provisions of this section shall also apply to the meetings of any committee or other similar body when a final decision will be made regarding the expenditure of Association funds. Association members shall be allowed at least 3 minutes to speak on any matter on the agenda. The Board may adopt written, reasonable rules expanding the right of members to speak and governing the frequency, duration, and other manner of member statements and may include a sign-up sheet for members wishing to speak. Voting at Board and Association meetings shall proceed as described in §44 and §45 of Robert’s Rules of Order.

Section 6: The Board shall propose any change in amount for the annual dues at the November Association meeting. Such change shall become effective if approved by the Association at that meeting. If the proposed change is not approved, the dues shall remain the same as that for the most recent year.

Section 7: The Board shall give due consideration to all matters referred to it by the membership and shall report to the membership at regular Association meetings all actions and decisions taken by the Board.

Section 8: If for any reason any member of the Board can no longer serve or no longer wishes to serve, the President or other presiding officer, upon becoming informed of such condition, shall immediately inform all other members of the Board. Within two (2) weeks the President or other presiding officer shall appoint, with the advice and consent of the Board, another Association member as a replacement. The appointment shall be ratified at the next regular Association meeting. Consideration should be given by the President and the Board to appoint the person who received the next highest number of votes on the ballot at the last election to fill such a vacancy.

Section 9: The President of the Association shall have the power to appoint such committees as shall be necessary to transact the business of the Association, of which the President shall be an ex-officio member, except for the Nominating Committee (see ARTICLE V). Nothing herein shall make it necessary for the President to be present at the meetings of such committees. Committees may not publicly discuss or otherwise publish their conclusions or decisions before approval by the President and the Board.

ARTICLE V (Elections)

Section 1: A Nominating Committee shall be presented at the November Association meeting consisting of a Chairperson, appointed by the President, and two (2) other members selected by the Board. At the Association meeting in January, the Committee shall present their slate of candidates and shall accept any further nominations from the floor. Nominations shall then be closed.

Section 2: The election of Board members will be by secret ballot and held at the February Association meeting. The Nominating Committee shall be responsible for: (1) preparing the ballots, (2) confirming that only those eligible to vote receive ballots, (3) counting the votes and (4) posting the vote count following the election.

Section 3: The candidate for an executive Board position receiving the greatest number of votes shall be declared elected. The two (2) candidates for other Board membership receiving the greatest number of votes shall be declared elected.

ARTICLE VI (Order)

Section 1: The current edition of Robert’s Rules of Order Newly Revised shall be the authority for all matters of procedures not otherwise covered in these By-laws or in the laws of the State of Florida.

Section 2: Proposed amendments to these By-laws shall be presented at an Association meeting, and posted on the Association website until the next regular Association meeting, at which time detailed discussion of the amendment(s) shall be allowed. Adoption shall require a majority vote of members present and eligible to vote.

ARTICLE VII (Quorum)

Section 1: A quorum for the Association meetings shall consist of a presiding officer and twenty (20) Association members.

Section 2: A quorum for the Board of Directors meetings shall be 50% of the Board members.

ARTICLE VIII (Dissolution)

The Association may be dissolved due to languishing interest by the membership in the objectives of the Association, if there are not enough members to carry on the activities of the Association or, if the members can no longer maintain the property and equipment owned by the Association in adequate condition. The dissolution shall be considered as approved if two-thirds (2/3) of the remaining Association members vote for the dissolution of the Association. In the event of dissolution, the remaining assets shall be sold. All indebtedness shall be paid and the remaining funds given to charities approved by the Association membership.

Notes

* Revised/amended January 1993

** Revised/amended June 1999

*** Revised/amended May 2002

**** Revised/amended January 2003

***** Revised/amended February 2010

******Revised/amended February 2022