HPSPNA BYLAWS

Est 2018

Article I: PURPOSE

The Historic Prospect and Southland Park Neighborhood Association, Inc., hereafter called HPSPNA, is a non-profit organization serving the residents of the HPSPNA historic neighborhood and other residents of the City of West Palm Beach and Palm Beach County, Florida.

HPSPNA shall hold regular meetings and publish a regular newsletter to keep Members informed issues that affect their homes, the neighborhood, and the community. HPSPNA shall cooperate, as far as possible, with the City of West Palm Beach and other organizations to help convey important information to Members.

HPSPNA, as far as possible, shall help Members to inform the City of West Palm Beach and other organizations about Members’ needs, concerns, and opinions. HPSPNA shall operate in any other manner for such purposes as will qualify it as an exempt organization under Section 501(c)(4) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.

No part of the net earnings of HPSPNA shall inure to the benefit of or be distributed to its Members, Directors, Officers, or other private persons, except that HPSPNA shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions to further the purposes set for in these Bylaws.

No substantial part of the activities of HPSPNA shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and HPSPNA shall not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.

The purposes for which HPSPNA is organized are exclusively for the promotion of social welfare and net earnings of which are devoted exclusively for charitable, educational or recreational purposes within the meaning of section 501(c)(4) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.

Notwithstanding any other provision of these by laws, this organization shall not carry out any activities not permitted to be carried out by an organization exempt from Federal income tax under section 501(c)(4) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.

Article II: MEMBERSHIP

There shall be three (3) types of membership in HPSPNA:

1. Regular Members shall have full voting rights; can serve as Officers and Directors, can chair committees; shall receive all newsletters, meeting notices, and other communications, and can participate in all other activities.

2. Associate Members cannot vote, cannot serve as Officers and Directors, cannot chair committees, but shall receive all newsletters, meeting notices and other communications, and can participate in all other activities.

3. Business/Merchant Members are eligible for Business/Merchant Membership and will be entitled to the same benefits as Associate Members.

Regular Membership in HPSPNA shall be open to all persons who are eighteen (18) years of age or older who:

1. Owns or permanently reside in a legal residence, as determined by the City of West Palm Beach, within the area bounded:

a. on the north by a line running along the northern boundaries of Monceaux Road and extending west to South Dixie Highway;

b. on the south by a line running along the southern boundaries of the properties on the south side of Monroe Drive extending west to South Dixie Highway;

c. on the east by the western edge of Lake Worth; and

d. on the west by the eastern side of South Dixie Highway; and

2. pay the annual dues; and

3. provide their names, mailing addresses, their email addresses (if any and if, with respect to each particular Regular Member, such Regular Member consents to receiving electronic notices), and maintains a legal residence within the boundaries set out in number 1. above.

No household shall have more than two Regular Members, and only one Membership per individual.

The boundaries may be changed by amendments to these Bylaws.

Associate Membership or Business/Merchant Membership (as applicable) in HPSPNA shall be open to all persons who:

1. pay the annual dues, and

2. provide their names, mailing addresses, and their email addresses (if, with respect to each particular Associate Member or Business/Merchant Member, such Associate Member or Business/Merchant Member consents to receiving electronic notices) to HPSPNA.

Membership in HPSPNA begins as soon as the Membership requirements are met, and expires at the end of each calendar year, unless the Member pays annual dues for the following year on or before January 1 and meets the other qualifications for membership.

Article III: DUES

The amount of the annual dues for the coming calendar year shall be determined by vote of the Board of Directors no later than January 10th of each year, and the Members shall be informed no later than 15 days thereafter. HPSPNA’s fiscal year runs from March 8th to March 7 th of the following year.

Dues paid on March 8th or later cover membership through the fiscal year.

Article IV: MEETINGS OF MEMBERS

The Members shall meet at such time and place as is designated by the Board of Directors. The Members shall meet not less than once per calendar year and the Annual Business Meeting shall qualify as a meeting of the Members. All Members shall be notified of the time and place of each meeting of the Members. Except in unusual circumstances, all business shall be conducted at regular meetings. Each Regular Member shall be entitled to one vote.

The vote of a simple majority of the Regular Members present at any meeting shall be sufficient to conduct business. The person chairing the meeting shall determine the method of voting; however, upon the demand of any Regular Member, the vote on any issue shall be by written secret ballot.

Any Regular Member may vote at any meeting of the Members, either in person or by proxy. Any Regular Member may appoint a proxy to vote or otherwise act for such Regular Member by signing an appointment form. A photographic, photostatic or equivalent reproduction of an appointment form shall be deemed to be a sufficient appointment form.

The Annual Business Meeting of HPSPNA shall be held each year in March, at the regular time and place if possible. At the Annual Business Meeting the Regular Members shall elect Officers and Directors for the coming year, and transact such other business as shall

The President or a majority of the Board of Directors may call special meetings of the Membership.

The President must call a special meeting of the Membership, to be held within thirty (30) days, upon written petition from twenty percent (20%) of the Regular Members.

The Board of Directors shall mail or (with respect to each Member who has consented to receiving electronic notices) electronically deliver a meeting notice to each Member, at the last known mailing address (or, as applicable, email address), at least ten (10) days before the Annual Business Meeting, before each regular meeting, and, whenever possible, before each special meeting. The notice for each meeting shall contain a list of the major business to be transacted at the meeting. The notice of the Annual Business Meeting shall contain the names and addresses of those nominated for each position on the Board of Directors.

Article V: OFFICERS AND DIRECTORS

The Board of Directors comprised of the Officers and the Directors shall govern HPSPNA and manage its business and affairs.

The Board of Directors shall determine which projects and policy decisions must be approved by a vote of the Regular Members.

No Member shall undertake any significant project or policy statement on behalf of HPSPNA without formal authorization from the Board of Directors, and the knowledge of the Members.

The total number of Officers and Directors constituting the Board of Directors shall be no more than eleven (11) and not less than five (5): Officers shall be members of the Board of Directors.

Officers include the President, Vice-President, Secretary, and Treasurer.

The Officers and Directors shall serve without compensation.

The Board of Directors may, from time to time, elect an additional individual to serve as an alternate Director. In the event that a vacancy occurs on the Board of Directors with respect to a Director who is not also an Officer and the Board of Directors has, prior to the occurrence of such vacancy, so elected an alternate Director, such alternate Director shall immediately and automatically become a Director and shall fulfill the duties of a Director until the Regular Members elect a successor to the Director with respect to whom such vacancy has occurred.

Unless and until an alternate Director has, as contemplated by the immediately foregoing sentence, become a Director as a result of a vacancy on the Board of Directors occurring with respect to a Director who is not also an Officer, (a) no such alternate Director shall have any right to vote and (b) no such alternate director shall have any obligation to attend any meeting.

To manage the business and affairs of HPSPNA, the Board of Directors shall hold regular and special meetings at times and places determined by the Board of Directors. Except in unusual circumstances, all business shall be conducted at regular meetings.

The Board of Directors may authorize any Officer or Officers, employee or employees, or agent or agents to enter into any contract or other instrument, or execute and deliver any contract or other instrument, in the name of and on behalf of HPSPNA, and such authority may be general or confined to specific instances. Unless authorized so to do by these Bylaws or the Board of Directors, no Officer, agent, or employee shall have any power or authority to bind HPSPNA by any contract or engagement, or to pledge HPSPNA’s credit, or to render HPSPNA liable pecuniary for any purpose or in any amount.

Two signatures shall be required on each check drawn on an HPSPNA account. The President, Vice-President, and Treasurer shall be eligible to sign checks.

The Board of Directors may purchase liability insurance.

All Regular Members are welcome to attend all meetings of the Board of Directors, and to participate in the discussion of issues at the discretion of the Board of Directors. The Board of Directors shall notify all Regular Members of the time and place of each regular meeting of the Board of Directors, and, when possible, shall notify the Regular Members of the time and place of special meetings.

Each Officer and Director (other than, for the avoidance of doubt, any alternate Director) shall be entitled to one vote at meetings of the Board of Directors.

Any Officer or Director may attend any meeting of the Board of Directors telephonically or electronically. A quorum consisting of at least half of the members of the Board of Directors shall be required to conduct business.

Any Officer or Director who misses three (3) consecutive meetings of the Board of Directors, without any such absences being excused by the President, shall be deemed to have resigned from the Board of Directors.

The titles and duties of the Officers and Directors are as follows:

1. President — the President’s power and duties are:

a. serve as the principal executive officer of HPSPNA, and supervise and control all activities. The President shall have first option to preside at all meetings of the Membership and of the Board of Directors;

b. to handle timely all correspondence necessary to accomplish the business of HPSPNA;

c. to appoint a Nominating Committee;

d. to create any committee or appoint any number of individuals he or she deems necessary for the proper functioning of HPSPNA;

e. to be an authorized signer of checks;

f. to authorize all media releases, official statements, and policy statements;

g. to call emergency meetings of the Board of Directors or of the general Membership;

h. to appoint interim members of the Board of Directors to fill vacancies until a Special Election is held; and

i. to provide other such services as are necessary.

2. Vice-President — The powers and duties of the Vice-President are:

a. the same as those of the President in the President’s absence, or when the President assigns him or her presidential duties;

b. to be an authorized signer of checks; and

c. to provide other such services as the President may assign.

3. Secretary — The powers and duties of the Secretary are:

a. to record the minutes of all meetings of the Membership and of the Board of Directors;

b. to maintain copies of all written records originated or received by HPSPNA;

c. to provide Regular Members with access to the records of HPSPNA, after reasonable notice, and at a time and place convenient to the Secretary and to the inquiring Regular Member; and

d. to provide other such services as the President may assign.

4. Treasurer — The powers and duties of the Treasurer are:

a. to maintain all financial records of HPSPNA (and each Member shall have the right, upon fifteen (15) days prior written notice to the Treasurer, to inspect such financial records);

b. to conduct all financial transactions for HPSPNA, under the direction of the Board of Directors;

c. to serve as a custodian of HPSPNA’s funds, and deposit them in the banks or other financial institutions approved by the Board of Directors;

d. to receive and record membership dues;

e. to maintain a current, up-to-date list of current Members;

f. to notify all Members of the amount of dues and the time for payment;

g. to be an authorized signer of checks;

h. to prepare an annual financial report and deliver it to the Members at the Annual Business Meeting, and to prepare other financial reports when instructed to do so by the Board of Directors; and

i. to provide other such services as the President may assign.

5. Director — The powers and duties of the Directors shall be to represent the interests of the Regular Members, and provide other such services as the President may assign.

Article VI: ELECTION OF OFFICERS AND DIRECTORS

Each Officer and Director must be a Regular Member of HPSPNA.

No later than January 10th of each year, the Nominating Committee shall provide the President with a list of nominees to serve as Officers and as other Directors. In making these nominations, the Nominating Committee shall consider the varied interests of the members of the HPSPNA, the nominees’ general character, and any other relevant factor.

The Nominating Committee may solicit and accept recommendations from any Member of HPSPNA. Any Regular Member may nominate him or herself, or any Regular Member, to any office by providing written notification to the Board of Directors no later than January 10th of a particular year. The nominee’s written acceptance of the nomination must accompany the notification.

The Board of Directors shall deliver an election notice to the last known address or of each Regular Member of HPSPNA at least fifteen (15) days before any election. That notice shall contain the names and addresses of each nominee for office, and the time and place of the election.

If there is no nominee for a position, at the annual membership meeting any Member may make nominations from the floor.

Voting for the Officers and Directors shall take place at the Annual Business Meeting.

At each Annual Business Meeting, the Regular Members shall elect no fewer than five (5) nor more than eleven (11) Directors (including, for the avoidance of doubt, the Officers).

At each Annual Business Meeting, each Regular Member may vote for a candidate for (a) each of the following four (4) offices: President, Vice-President, Secretary and Treasurer, and (b) the following number of candidates for the remaining seats on the Board of Directors that are in addition to such seats on the Board of Directors as are to be held by such four (4) Officers: that is, no more than seven (7) nor less than one (1).

Subject to Article VII of these Bylaws, the Officers and Directors shall take office and serve as follows:

1. the President shall become President the day following the Annual Business Meeting of each year, and serve until the day following the next Annual Business Meeting, or until his or her successor assumes office.

2. a new Vice-President, Secretary, Treasurer, and Directors shall be elected at the Annual Business Meeting in each year, and take office the following day. They shall serve until the day following the next Annual Business Meeting, or until their successors assume office.

3. In the event the outgoing President does not wish to run for reelection, he or she may run for a position solely on the Board.

Vacancies on the Board of Directors shall be filed as follows:

1. If the President vacates, or becomes ineligible to hold, his or her position before the end of the term, then the Vice-President shall complete the term. In the event that the Vice-President does not agree to serve as President upon the President vacating, or becoming ineligible to hold, his or her position before the end of his or her term, the remaining Directors shall elect a new President, to serve until the end of such term.

2. If a vacancy on the Board of Directors, other than a vacancy with respect to the President, occurs , as a result of the resignation, removal or death of a Director, before the end of the term, then the President shall, as soon as possible, appoint an interim Officer or Director to fulfill the duties of the position until the Regular Members elect a successor; provided, however, that, notwithstanding anything to the contrary in this sentence, the remaining Directors (including the President) may, at any time prior to the Regular Members electing such successor, elect, to serve in such position, an individual other than the individual so appointed by the President, and such individual so elected by such remaining Directors shall, effective upon such election and until the Regular Members so elect a successor, replace the individual so appointed by the President. Notwithstanding anything to the contrary in the immediately foregoing sentence, (a) the immediately foregoing sentence shall only be applicable if no alternate director has been selected by the Board of Directors in accordance with Article V of the Bylaws and (b) in the event that an alternate Director has been selected by the Board of Directors in accordance with Article V of these Bylaws, such alternate Director shall fill any such vacancy on the Board of Directors.

3. If one or more vacancies on the Board of directors, other than a vacancy with respect to the President, occurs as a result of the Board determining that the number of Directors shall be increased, then the Regular Members may (but shall not be required to), at the next regular meeting of the Membership, elect a Director to fill such vacancy or vacancies.

Article VII: REMOVAL OF OFFICERS AND DIRECTORS

The election of any Officer or Director may be rescinded, with or without cause, upon a majority vote of the Regular Members present at a special meeting held for that purpose. The recall must be initiated by a majority of the Board of Directors or by petition of thirty-three percent (33%) of the Regular Members. Within forty-five (45) days after receiving such a petition, the Board of Directors shall hold a special meeting for the purpose of conducting a vote to rescind the election. At least fifteen (15) days before the special meeting, the Board of Directors shall deliver a notice of the special meeting, and its purpose, to the last known address of each Regular Member of HPSPNA.

Article: VIII BYLAWS REVISION

The Bylaws may be amended or repealed in whole or in part by a sixty-seven percent (67%) vote of the Regular Members present at any regular meeting of the Membership. Notice of the proposed change shall be delivered to each Regular Member with the notice of the meeting.

Article IX: PARLIAMENTARY AUTHORITY

The rules contained in the most recent revision of Robert’s Rules of Order shall govern the Members and the Board of Directors in all cases in which they are applicable, provided that they do no conflict with HPSPNA’s Articles of Incorporation, these Bylaws, or with any pertinent laws.