Lake Brantley Lake Management Association, Inc.
[As Amended November 21, 2013]
Article I – NameThe name of the corporation shall be the Lake Brantley Lake Management Association, Inc., hereinafter designated as "the Association" and abbreviated "LBLMA."
Article II – Purpose
The purpose of the Association shall be to manage, preserve and protect Lake Brantley through monitoring, treatment and education to ensure that it remains a lake of the highest quality for recreational use by residents who have legal access.
Article III – Objectives
The objectives of the Association are to:
Article IV- Membership
Section A. Individual Voting Membership
An adult individual who has legal access to Lake Brantley may become a member upon the payment of annual dues and providing information necessary for contact by the LBLMA.
Section B. Civic/Homeowners Association Membership
A Civic/Homeowners Association properly registered with the State of Florida which has legal access to Lake Brantley may pay annual dues and be represented on the Board of Directors by an individual selected from its membership.
Section C. Sustaining Membership
Sustaining members shall be voting members who contribute financial support in excess of the amount required for individual dues or non-voting individuals, businesses or organizations who wish to support the LBMA and its activities. The Board of Directors shall, from time to time, establish various levels of sustaining memberships and appropriate recognition for these donors.
Section D. Annual Dues
Civic/Homeowners’ Association: $250.00
Section E. Membership Year
Membership shall begin January 1 and end December 31. Dues are not pro-ratable and are payable to the Lake Brantley Lake Management Association, Inc. (LBLMA) for Deposit by the Treasurer.
Section F. Changes in dues
Membership dues may be reviewed and modified by the Board of Directors or by amending the Bylaws as in accordance with Article X.
Article V – Meetings
Section A. Annual Meeting
The Annual Meeting shall be held during the month of November at a time and place approved by the Board. The Secretary shall give at least a twenty-one (21) days notice of the Annual Meeting to the LBLMA membership. This notice shall contain the time and place of the meeting and the agenda.
Section B. Organizational Board Meeting.
The Organizational Meeting of the Board of Directors shall be held immediately following the Annual Meeting in each even numbered year. This meeting is open to all interested parties.
Section C. Special Meetings
Special Meetings shall be called by the President upon written petition stating the purpose of the meeting and signed by not less than twenty five percent (25%) of the LBLMA members, or may be called by the President when, in the opinion of the President, there is business that should be brought before the membership prior to the next regular meeting. No business may be transacted at a Special meeting other than that stated in the call. The Secretary shall give LBLMA members at least fifteen (15) days notice of the time, place and purpose of the Special meeting.
Section D. Frequency of Board Meetings
The Board of Directors shall meet at least once each semester, in addition to the Annual Meeting. The Board meetings shall be called by the President, or in his or her absence, the Vice President.
Section E. Notice of Meetings
Notice of meetings may be by first class mail, e-mail, telephone, or advertisement through the Civic/Homeowners’ Associations.
Section F. Quorums
A quorum for the Annual Meeting or a Special meeting shall consist of not less than 10% of the LBLMA membership. A quorum for a meeting of the Board of Directors shall be no less than a majority of all of the Directors.
Section G. Proxies
In his or her absence, a member or Director may name a proxy to vote and be counted for quorum purposes in his or her absence. Said proxy must have a statement from the absent member or Director naming him or her and must turn the statement into the secretary prior to a quorum count or vote.
Section H. Rules of Order
All meetings of the Association and the Board shall be conducted in accordance with the current edition of Robert’s Rules of Order except where such rules conflict with these bylaws or Florida statutes.
Article VI - The Board of Directors
Section A. Managing the Affairs of the LBLMA
The affairs of the LBLMA shall be managed by the Board of Directors, hereinafter referred to as "the Board." There may be one Director selected by each Civic/Homeowners’ Association in good standing from its membership.
Section B. Directors Chosen by Civic/Homeowners’ Associations
Each Civic/Homeowners’ Association having legal access to Lake Brantley, properly registered as a non-profit with the State of Florida and being current with their LBLMA dues shall be deemed to be in good standing and may select one of its members to represent them as a Director on the Board.
Section C. At-large Director
There may be one At-Large Director. The Nominating Committee, appointed by the President may nominate one or more candidates from the LBLMA general membership for the position of Director At-Large. The nominee(s) shall be voted upon at the Annual Meeting by the LBLMA general membership. Nominations for the Director-At-Large position shall also be taken from the floor. In the event that there are two or more candidates, the election shall be conducted by secret ballot.
Section C. Terms of Service
The term of each Director shall be from one Organizational meeting to the next. Directors may succeed themselves if returned to the Board though the processes described in VI (B) and VI(C).
Section D. Vacancies.
In the event, that a Director position is vacated or unfilled, a new or replacement Director shall serve out the remainder of the term. Should the Director at large position become vacant, a replacement may be named by a majority vote of all Board members to serve out the remainder of the term.
Section E. Conflicts of Interest.
Board members are required to declare a conflict of interest if they or their relatives have any connection with a business or service being considered for engagement by the Association. Any member declaring a conflict of interest shall abstain from voting on the matter. If a Board member is found to have knowingly failed to declare a conflict of interest, the member may be removed from the Board for cause by a majority vote of the full Board.
Section F. Compensation.
Directors shall serve without pay, but may be reimbursed actual expenses when conducting Association business, providing these reimbursements receive authorization from the Board.
Article VII – Officers
Section A. The Officers
The Officers of the Association shall be President, Vice President, Secretary and Treasurer.
Section B. Election of Officers
All officers shall be elected by the Board from among the Directors at the Organizational meeting immediately following the Annual Membership meeting. This meeting shall be open to the public. The Board Meeting shall be called to order by the outgoing President, or in his or her absence, the outgoing Vice-President who shall proceed with the election of the President. Thereafter, the newly elected President shall take the gavel and conduct the individual elections of the Vice-President, Secretary, and Treasurer. Each winner must receive a majority of the votes cast. Voting shall be by show of hands. Officers may succeed themselves.
Article VIII - Duties of Officers and Directors
Section A. President.
The President shall preside over all meetings of the Association and the Board. He or she shall appoint the Chair and members of all Committees and may serve as an ex-officio member of any committee. The President shall see that the bylaws and any rules and regulations adopted by the Association or Board are enforced. He or she shall execute all contracts and other instruments which shall have been approved or ratified by the Board. He or she shall prepare and deliver an annual report to the membership. The President shall be an authorized signatory on the Association’s bank accounts.
Section B. Vice-President.
The Vice-President shall assist the President and shall preside at meetings of the Association and the Board in the absence or vacancy of the President. He or she shall perform such duties as may be assigned by the President or the Board. The Vice-President shall be an authorized signatory on the Association’s bank accounts.
Section C. Secretary
The Secretary shall prepare minutes of all the meetings of the Association and the Board. He or she shall maintain all of the permanent records of the Association in an organized and safe fashion and transfer all record to his or her successor. He or she shall maintain an accurate listing of the membership of the Association and shall perform such other duties as may be assigned by the President or the Board.
Section D. Treasurer
The Treasurer shall receive all funds paid to the Association and deposit them in a financial institution designated by the Board of Directors. He or she shall be an authorized signatory on all bank accounts and be responsible for the payment of all bills incurred by the Association as authorized by the Board of Directors. The Treasurer shall make a financial report at the Annual meeting of the members and at each meeting of the Board of Directors. He or she shall keep orderly sets of books which shall include the names and addresses of dues payers and contributors and the amounts paid by each.
Section E. Directors
Each Director shall have as a primary responsibility to serve as a conduit for information between the LBLMA and his or her respective Civic/Homeowners’ Association. Upon request, he or she shall provide the LBLMA with contact information for his Civic/Homeowners’ Association’s current officers and key persons responsible for communications to its members via newsletters, e-mails, etc.
Article VIII – Committees
The President in consultation with the Board shall appoint the Chair and all members to ad hoc Committees and to such Standing Committees as may be established by the Board. The President or Vice President may serve as an ex officio member of all committees. No committee may expend, encumber, or pledge Association funds without the authorization of the Board of Directors.
Article IX - Fiscal Year
The fiscal year of the Lake Brantley Lake Management Association, Inc. shall be from September 1 to August 31.
Article X - Bylaw Amendments
All proposed changes to the Bylaws by shall be furnished to all members with the advance notice of the meeting. These Bylaws may be amended by majority vote of those Directors and members present at any annual meeting or special meeting called for that purpose with notice as required for by these Bylaws.
Duly adopted by the Board of Directors
Lake Brantley Lake Management Association, Inc.
on the 29th day of November, 2007.
By its Secretary, Chuck Hiley By its President, Fred W. Streetman, Jr