Bylaws - Article VI

ARTICLE VI

MEETINGS OF DIRECTORS

Section 1.   Regular Meetings. Regular meetings of the Board of Directors shall be held four times during the "Association year" (the period between consecutive annual meeting of the Association). The first regular meeting (the organizational meeting) shall be held in April of the Association year at a day, time, and place designated by the immediate Past-President of the Association. The other regular meetings shall be held in July, November, and February, respectively.  The day, time, and place shall be determined by the President of the Association.  Notice of a regular meeting shall be given to each director.  No regular meeting shall be held earlier than the fourth day following the day on which the last director notified has received his/her notice.  Unless a direct prior to the meeting insists on the notice requirement, it shall be considered waived.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by The President of the Association or by two directors. Notice of a special meeting shall be given to each director. The notice shall specify the day, time, and place of the meeting.  No special meeting shall be held earlier than the fourth day following the day on which the last director notified has received his/her notice. Unless the notice requirement is insisted upon by a director prior to the meeting, it shall be considered waived.

[Directors' Note: Under Sec. 720.303((2)(b), Florida Statutes, members have the right to attend all meetings of the board of directors and to speak, for at least 3 minutes, on any matter placed on the agenda by petition (as to such a petition, see the next paragraph). The association may adopt in writing reasonable rules expanding the right of members to speak and governing the frequency, duration and aspects of statements by members.  Members do not have the right to attend meetings between the board or a committee and the association's attorney, with respect to meetings of the board to discuss personnel matters.

If votes held by at least 20 percent of the lots in the association petition the board to address a particular item of business, the board must, not later than 60 days after receipt of the petition, take the item up on an agenda. Notice shall be given to all members of the meeting at which the item will be addressed. Notice must be in accord with Sec. 720.303(2)(c) (see note following Sec. 4, below). Your directors believe that, if a meeting will not consider special assessments or the regulation of lot use, the notice may be posted at a conspicuous location in the community.  Each member shall have the right to speak for at least 3 minutes on each matter placed on the agenda by petition, provided that the member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the board is not obligated to take any other action requested by the petition.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.

Section 4. Notice to Members of Meetings. Except in an emergency, members of the Association are entitled to notice of each meeting of the Board of Directors and the Architectural Review Board (ARB).  The notice must be (1) posted in a conspicuous place in the community at least 48 hours in advance of a meeting or (2) mailed or delivered to each member of the Association at least 7 days in advance of a meeting. Alternatively, notice may be given by providing a schedule of board meetings that specifies the dates and locations of meetings over a period of time or specifies a regular recurring date and location (for example, the third Thursday of each month at the Pavilion). To satisfy the preceding sentence, a schedule of meetings must be posted continuously in a conspicuous place in the community. In addition, it is recommended, but not required, that the schedule be posted periodically in the community newsletter and, if agreeable to the publisher, continuously on the 'Commodore's Club News' website. The method of providing notice set forth in the second sentence of this section must be followed for any meeting that is held on a day other than those set forth in the schedule.

[Directors' Note: Under a provision of the Florida statute relating to homeowners associations (Sec. 720.303(2)(c)2., Florida Statutes), an assessment may not be levied at a board meeting unless a written notice of the meeting is provided to all members at least 14 days before the meeting. That notice must state that assessments will be considered at the meeting and the nature of the assessments. If special assessments or rules that regulate the use of lots in the community will be considered at the meeting, the written notice must be mailed, delivered, or electronically transmitted to the members AND posted conspicuously on the property or broadcast on closed-circuit cable television not less than 14 days before the meeting.

It is not entirely clear, but your directors believe that written notice of a meeting that will consider general assessments (but not special assessments or rules regulating lot use) may be given by posting it conspicuously in the community at least 14 days before the meeting.  Otherwise why would the requirement of mail, personal delivery, or electronic transmission be limited to meetings that will consider special assessments and the regulation of lot use?]

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