Woodgate
Neighborhood Association

Tallahassee, Florida  

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By-Laws
of the
Woodgate Neighborhood Association, Inc.

Article I - Name

        The name of this Association shall be Woodgate Neighborhood Association, Inc., a private, non-profit corporation chartered under the laws of the State of Florida.

Article II - Purpose

        The purpose of the Association shall be to maintain Woodgate as a residential area, to insure that the surrounding real estate will not develop in a detrimental way, and to represent the interests of the community in all matters affecting the residents of Woodgate.

Article III - Membership

        Section 1. The membership of this Association shall be limited to the adult residents of Woodgate.
        Section 2. Annual dues of $20.00 will be collected from each residence and each adult residing in the "paid" residence shall be a member of the Association. The annual dues may be increase at the beginning of any subsequent calendar year as proposed by the Board of Directors and approved by the majority of the membership present at a general or annual meeting of the Association.
        Section 3. All adult members in good standing shall be entitled to vote on all matters presented to the Association at general or annual meetings of the Association.

Article IV - Meetings

        Section 1. The general meeting of this Association may be held in the spring and fall and as called and announced by the Board of Directors, unless otherwise ordered by the Association.
        Section 2. The Annual Meeting of the Association shall be held each January, and shall be for the primary purpose of electing officers, receiving reports of the outgoing President and Treasurer, and for any business that may arise.
        Section 3. At least fifty (50) percent of the members of the Board of Directors shall constitute a quorum for all general membership and Board of Directors meetings.
        Section 4. The Association membership shall be notified of all special and regularly scheduled general and annual meetings at least seven days in advance of said meeting date.
        Section 5. Emergency meetings of the Association may be called at the discretion of the Executive Board and shall be for a specific purpose, which shall be designated in the notice of the meeting. Such notice shall be prominently displayed by signs placed at the usual entrances/exits of Woodgate or hand distributed to the membership at least forty-eight (48) hours prior to the meeting.

Article V - Officers

        Section 1. The elected officers of this Association shall be a President, Vice President, Secretary, and Treasurer. These officers shall perform the duties prescribed by these by-laws and by the parliamentary authority adopted by the Association. These officers, together with the immediate past President and the Corporate Registered Agent, shall compromise the Executive Board of the Woodgate Neighborhood Association.
        Section 2. There shall be a nominating committee consisting of five (5) members, whose duty shall be to nominate a candidate for each elected office. The Nomination Committee shall obtain the prior consent of each candidate. The immediate past President will serve as chairperson of the Nomination Committee. At a Board of Directors meeting in the fall, the Board of Directors shall elect two (2) of its members to serve on the Nomination Committee. At a general meeting in the fall, the Association shall elect two (2) of its members to serve on the Nominating Committee. A slate of officers shall be presented to the Association in the Woodgate newsletter at least two (2) weeks prior to the Annual Meeting in January, and also at the Annual Meeting in January.
        Section 3. Before the election at the Annual Meeting, additional nomination from the floor shall be in order.
        Section 4. The officers shall be elected by written ballot, if additional nominations are made from the floor; otherwise, the officers may be elected by voice vote (or acclamation). Each person elected shall serve for one year. Their terms of office shall be on February 1, following the January Annual Meeting at which the elections are conducted.
        Section 5. No member shall hold more than one elected office at a time and no member shall be eligible to serve more that two (2) consecutive terms in the same office.
        Section 6. A person appointed by the Board of Directors shall fill any vacancy in any unexpired term of office of an elected officer or other board member.

Article VI - Duties of Officers

        Section 1. The President shall preside at all meetings of the Association, the Executive Board, and the Board of Directors. In consultation with and with the approval of the Executive Board, the President shall appoint all committee chairpersons. The President shall submit an oral report with a written copy for the records of the Association to the general membership at the Annual meeting. The President shall be a member of the Council of Neighborhood Association (CONA) as required by the charter and operating procedures of the Council. The President shall prepare a written report at the end of his/her term of office for his/her successor.
        Section 2. The Vice President shall in the absence of the President serve in the President's stead. The Vice President shall assist the President in such duties as the By-Laws Subcommittee. It shall further be the duty and responsibility of the Vice President to plan the meeting programs. The Vice President shall prepare a written report at the end of his/her term of office for his/her successor.
        Section 3. The Secretary shall keep full and accurate records of the regular and special meetings of the general membership, the Executive Board, and Board of Directors meetings. The Secretary shall be responsible for any correspondence of the Association as directed by the President. The Secretary shall keep a file of communication received and copies of the letters sent. The Secretary shall read the Board of Director's recommendations to the Association at the general meeting. The Secretary will prepare a written report for his/her successor.
        Section 4. The Treasurer shall receive all dues from the membership Chair and other monies approved by the Association such as collecting for all ads, deposit all monies collected and pay all bills as provided in Section 2, Article IX. The Treasurer shall keep an accurate itemized record of all receipts and expenditures, and shall present a report at all general membership and Board of Directors meetings. The Treasurer shall present an oral report with a written copy for the records of the Association to the general membership at the Annual meeting. The Treasurer will prepare a written report for his/her successor.

Article VII - Board of Directors

        Section 1. The Board of Directors shall consist of the Executive Board of the Association, plus the appointed chairpersons of all standing committees. Members appointed to serve on the Board shall serve for a term corresponding to he term of those officers who appointed them. The President, with the concurrence and approval of the Executive Board, shall appoint subcommittee chairpersons.
        Section 2. The Associations designated Corporate Registered Agent shall be appointed by the four elected officers of the Association, shall serve a minimum term of office of five (5) year, unless otherwise determined by the four elected officers, and shall be a member of the Executive Board of the Association. The Registered Agent shall be familiar with the terms and provisions of Sections 607.034, 607.037 and 6 07.041, Florida Statutes.
        Section 3. The Board of Directors shall have general supervisions of the affairs of the Association between its business meetings, fix the time and place of the general meetings, make recommendations to the Association, and perform such other duties as required to fulfill the purposes of the Association. The Board of Directors shall not act in conflict with any actions taken by the Association.
        Section 4. Regular meetings of the Board of Directors shall be held on the first Thursday of each month from September through June. The President may call meetings in July and August if he/she determines that they need to be held to meet ongoing needs of the Association. Special meetings of the Board of Directors may be called and announced by the President or by two (2) or more Executive Board members with not less than forty-eight (48) hours notice as to the purpose, time and place of the meeting.
        Section 5. It shall be the responsibility of all Board Members to attend Board of Directors meetings, Association meetings, to present special reports as needed to the Association, to prepare and present annual summary of the activities to the incoming Executive Board, and to support the Association in its activities.
        Section 6. Any of the elected officers of the Association shall be subject to removal from office for misconduct of or dereliction of duty in office. Such removal shall be enacted by a two-thirds vote at a general meeting, when notice of intent has been given at the previous meeting of in the notification of the present meeting.
        Section 7. Any of the appointed Board of Director members shall be subject to removal from the position for misconduct or dereliction of duty in the appointed position. Such removal shall be enacted by a majority opinion of the Executive Board, when notice of intent has been given at the previous Board of Directors meeting or in the notification of the forthcoming Board of Directors meeting.

Article VIII - Standing Committees

        Section 1. The Community Problems Committee shall have as its basic purpose the solving of neighborhood and community problems as a whole. Each problem will be investigated on its own merits and the Board of Directors will weigh its importance before proceeding to take action. The chairperson of this committee shall serve as the alternate delegate to the Council of Neighborhood Association (CONA).
        Section 2. The Education Committee shall become familiar with the present and future plans of the public school system in the Tallahassee areas, with emphasis on how these plans affect the residents of Woodgate. This information shall be made available to all members of the Woodgate Neighborhood Association.
        Section 3. The Improvement and Beautification Committee shall help to establish and maintain a pleasing environment for the residents. Also, the committee shall have the responsibility for maintaining the grass on the island at the entrance to Woodgate.
        Section 4. The Information Committee shall be responsible for the newsletter, which will keep the Association members informed of action taken on their behalf. The Board of Directors shall determine the newsletter publication schedule.
        Section 5. The Membership Committee shall be responsible for contacting new residents and encouraging them to join the Association. This committee will collect dues and keep an accurate list of residents and a paid membership list. This Zone Leaders will inform the membership Committee chairperson of all new residents in their respective zones.
        Section 6. The Planning and Zoning Committee shall provide the Association with the information concerning plans for future housing developments and zoning ordinances affecting the community in and around the Woodgate area, and to recommend actions to the Board of Directors of the Association which it is believed will support good land use and zoning regulations as well as protect the rights and interest of individual homeowners in the area. The chairperson of this committee shall serve as the Association's delegate to the Council of Neighborhood Associations (CONA).
        Section 7. The Zone Leaders Committee shall be responsible for all communications between the Board of Directors and the residents of Woodgate. The Zone Leader Committee chairperson shall appoint as many zone leaders as needed to accomplish this communications process. In addition, the Zone Leaders shall visit each new resident family in their zone and present them with a copy of our newsletter. The Zone Leaders shall notify the Membership Committee chairperson of the name, address and telephone number of the new resident.
        Section 8. The Recreation Committee shall plan and direct certain social events that may be held as prescribed by the Board of Directors.
        Section 9. The Safety Committee shall be responsible for helping to find solutions to problems pertaining to the safety and well being of the residents of Woodgate, whether it is in the home or in the neighborhood.
        Section 10. The Friends of Woodgate Outreach Committee (FOWOC) is established as an integral part of the Woodgate neighborhood Association (WNA) to promote goodwill and fellowship among neighbors and to reach outside the neighborhood to help those in need. A Chairperson will head the Committee and be a member of the WNA Board of Directors. The Committee shall be responsible for selecting one or more outreach projects for each year and coordinating any donations of goods or money related to those projects. The Committee shall coordinate meals for neighborhood families, and also send appropriate cards, in case of death or serious illness within a family. In addition to certain social events planned and directed by the Recreation Committee, other social events, (such as the Spring Party and the Chili Supper), shall be planned and directed by the FOWOC as prescribed by the Board of Directors. The Outreach Committee will also work with the Membership Committee to meet and greet new neighbors, and to provide them with a copy of the Woodgate Directory. An explanation will be given regarding payment of WNA dues and a form will be provided to mail their dues. Occasional meetings will be held whenever it becomes necessary to carry out the responsibilities of the Committee.
        Section 11. The Historical Committee activities for the Woodgate neighborhood Association shall include, but not be limited to, the collection and recording of the Association history, major business activities, public service activities, neighborhood activities, publication and news articles. The Historian shall post on the sign board all Woodgate Neighborhood Association announcements.
        Section 12. Each Committee chairperson may appoint as many persons to their respective committees as required to accomplish the tasks and responsibilities of the Committee.
        Section 13. The immediate past President shall serve as an advisor to the Board of Directors. The immediate past President will also serve as the chairperson of the nominating committee for the following year.

Article IX - Disbursements of Funds

        Section 1. It shall be the responsibility of the Executive Board at its first meeting of the year to draw up a proposed operating budget for the year. This document shall reflect all anticipated Association income and the estimated expenditures required for all Association activities. The proposed budget shall be presented to the Board of Directors for review and approval at its first regular meeting each year. Any proposed expenditures in excess of the limits set in the budget shall be approved by the Board of Directors and the budget adjusted to reflect the action taken.
        Section 2. Any general expenditure of less than one hundred dollars to be paid for or reimbursed by the Treasurer of the WNA which was not approved by the board of Directors in the annual budget must have the approvals of the President and the Treasurer. Any proposed expenditures of more than one hundred dollars must be approved by the Board of Directors at a regular meeting, unless the President and the Treasurer deems it to be an emergency expenditure in which case the expenditure may be approved by the Executive Board.
        Section 3. All checks drawn on the Association shall be signed by either the Treasurer or the President.

Article X - Parliamentary Authority

        The rules contained in the current edition of Robert's rules of Order Newly Revised shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these by-laws and any special rules of order the Association may adopt.

Article XI - Amendment of By-Laws

        Section 1. The Board of Directors shall elect two (2) of its members to serve on a By-laws Subcommittee. The Vice President of the Association shall serve as the chairperson to the three member By-Laws Subcommittee.
        Section 2. Proposed amendments to these by-laws shall be submitted in writing to the By-Laws Subcommittee for consideration and recommendation to the general membership of the Association.
        Section 3. These By-Laws can be amended at any General Meeting of the Association by a two-thirds vote of the members present provided that the amendment has been submitted in writing at the previous General Meeting or in the notification of the forthcoming meeting.