By-Laws
Title 1. Name and Purpose:
1.1 Name: The name of this Association shall be PUNTA GORDA ISLES CIVIC ASSOCIATION, INC., a nonprofit corporation, hereinafter referred to as the “Association.” The facilities operated by the Association, including any off-site facilities, shall hereinafter be referred to as the “Center.”
1.2 Purpose: The Association is organized as a not-for-profit corporation and shall be operated for charitable, educational, cultural, and other community purposes within the meaning of Section 501(c) (3) of the United States Internal Revenue Code of 1986 (as from time to time amended, and to the corresponding provisions of any similar law subsequently enacted, hereinafter referred to as the “Code”).
The Association may, in pursuit of its purpose, establish various groups. Such groups shall function under the sanction and authority of the Association as constituent parts thereof.
Title 2. Membership:
2.1 Eligibility: All residents of residentially zoned real estate in Punta Gorda Isles, which shall be defined as the lands included in or surrounded by PGI Tax Sections 1, 2, 3, 4, 5, 6, 7, 8, 9, 9A, 9B, 9C, 10, 11, 12, 14, 17, 24, 26 and 27 of Charlotte County as shown on plats and re-plats thereof on file in Charlotte County, Florida’s Land Records are eligible to become members of the Association. Any natural person meeting the above criteria and who submits an Application for Membership with the payment of appropriate dues shall be accepted as an active member in good standing and may exercise voting rights in the Association, as defined in this Title 2 of the bylaws until such time as the member shall fail to meet the requirements, resigns, or is removed for failure to pay dues under Title 3 of the bylaws. This Association will not discriminate in the selection or retention of its members on the basis of race, religion, gender or national origin.
2.2 Type of Memberships: There shall be three (3) classes of membership: Regular, Associate, and Honorary.
2.2.1 Membership Class Subdivision: Within the membership classes of Regular and Associate, there shall be a “Household” membership. A “Household” membership entitles up to two adult members of a residence, as entered on the official membership roster of the Association, to one vote each. In no event shall any “Household” membership be entitled to more than two votes.
2.2.2 Regular Members: Regular members are members who own residentially zoned real estate in PGI. Regular members in good standing shall be eligible to hold office and to vote in any regular or special membership meeting of the Association. Members are considered in good standing upon payment of annual dues then currently due.
As Approved 11/10/06
2.2.3 Associate Members: Associate Members shall have the same rights to participate in Association activities and to use Association facilities as Regular Members, but shall not be eligible to vote at membership meetings or hold office. They shall pay the same dues as Regular Members and any special assessments that may be imposed. There shall be three (3) classes of Associate Members:
2.2.3a: Former members who, for whatever reason, are no longer eligible for Regular membership.
2.2.3b: Residents of Punta Gorda Isles who are not owners of residentially zoned real estate.
2.2.3c: Associate Members as of March 1, 2002 who reside in residentially zoned real estate Section 15 (Burnt Store Isles).
2.2.4 Honorary Members: Honorary Members may be elected by the Board. Any person who has performed outstanding service to the Association or the community may be so honored. Such membership shall continue at the pleasure of the Board. Honorary Members shall not be required to pay dues or assessments, nor shall they have the right to vote.
Title 3. Dues:
3.1 Annual Dues: The annual dues shall be set by the Board, with approval by the membership at an Annual or Special meeting, and shall be due and payable on the first (1st) day of the anniversary month in which the member joined the PGICA.
3.2 Delinquent Dues: If a member’s dues remain unpaid by the fifteenth (15th) of the month following their anniversary month of joining, the member’s name shall be dropped from the membership roll and Directory.
3.3 New Member Dues: The Board may establish special dues schedules to assist in membership campaigns.
Title 4. Officers:
4.1 Titles of Officers: The Officers shall be a President, President-Elect, Secretary, and Treasurer, who are Regular Members and shall hold office for one year. Elections for all officers except President shall be held at the Annual Meeting of the membership.
4.2 Duties of Officers:
4.2.1 President: The President shall be the chief executive officer of the Association and shall preside at all meetings of the membership and all meetings of the Board. Subject to the approval of the Board, the President shall appoint committee chairpersons and other appointees as are deemed necessary to carry out the purposes of the bylaws. The President shall be an ex-officio member of all committees except the Nominating Committee.
As Approved 11/10/06
4.2.2 President- Elect: The President-Elect, at the end of a one-year term, shall automatically succeed to the office of President for a one-year term without further action by the membership. The President-Elect shall, in the absence of the President, act in the President’s stead. The President-Elect shall serve as Chairperson of the Finance and Bylaw Committees of the Board.
4.2.3 Secretary: The Secretary shall record and maintain the minutes of all regular and special meetings of the membership and coordinate all correspondence and provide notices pertaining to meetings of the Association. The Secretary may appoint assistants as needed.
4.2.4 Treasurer: The Treasurer shall be custodian of all funds of the Association, shall be responsible for an itemized account of all receipts and expenditures and shall provide a written report at all membership meetings and Board meetings. The Treasurer shall disburse funds in accordance with policy established by the Board, which policy shall include a provision that the Treasurer shall not make payment for any single capital or expense item in excess of $1500 without specific prior Board approval.
4.3 Vacancy of Office: In the event the office of the President becomes vacant for any reason whatsoever, the President-Elect automatically becomes President. In the event of a vacancy in any other office except that of President-Elect, or in the event of a vacancy on the Board, such vacancy shall be filled for the balance of the calendar year by a majority vote of the Board at a duly constituted meeting. In the case of a Director vacancy extending into the following calendar year, the Nominating Committee shall nominate a Regular Member to be Director for the second year of the vacancy.
4.4 Nominating Committee: A Nominating Committee of at least five (5) members shall be appointed by the President and approved by the Board. The Immediate Past President shall serve as Chairperson. Notification of the names of the nominees for Officers and Directors shall be given to the membership by written notification not less than seven (7) days prior to the Annual Meeting. The Nominating Committee shall present at least one (1) candidate for each position where a vacancy will occur.
4.5 Election of Officers and Directors: At the annual meeting, the Chairperson of the Nominating Committee shall present to the membership its list of candidates. Nominations may be made from the floor, provided that prior consent of the nominee has been obtained and provided further, that a nomination for Officer or Director is for a specific function as enumerated in Title 4. Officers or Title 5. Directors. At the discretion of the presiding officer, voting may be by voice, or a show of hands, or, if necessary, by written ballot. Those receiving a majority shall be declared elected to the office for which they were nominated. Officers and Directors shall assume office as of January 1 of the following year.
As Approved 11/10/06
Title 5. Directors:
5.1 Number and Term of Office: There shall be ten (10) Directors elected from the Regular Members by the membership to serve two-year terms. Five (5) shall be elected in a given year and five (5) in the alternate year as required. An elected Director may serve as such for not more than three (3) consecutive terms.
5.2 Functional Responsibility: Each Director shall be elected to manage and be responsible for one of the following functions: (1) Center Administration; (2) Education; (3) Government Liaison; (4) Membership; (5) Planning; (6) Public Relations and Marketing; (7) Group Activities; (8) Publications; (9) Health, Safety and Welfare and (10) Development.
5.3 Management of Function: Each Director shall manage the affairs of his/her respective functions in accordance with Policies and Procedures established by the Board.
Title 6. Board of Directors:
6.1 Members: The Officers, Directors and the Immediate Past President shall constitute the Board. Should the Immediate Past President not be able to serve, the President shall appoint any Past President to that office with all its rights and duties.
6.2 Responsibilities: The Board shall administer and be responsible for the affairs of the Association and shall determine the need for changes in membership dues and submission thereof to the membership for approval.
6.3 Financial Limitation: The Board shall not however, approve any single capital or expense item in excess of $10,000 which was not presented to the membership in the current budget at the Annual Meeting without the approval of a majority of the members attending and voting at a regular or special meeting. The $10,000 amount may be exceeded by majority vote of the Board in cases of extraordinary need.
6.4 Required Meetings: The Board shall meet as often as deemed necessary to conduct the affairs of the Association, but not less than ten (10) times per calendar year.
6.5 Quorum for Board Meeting: A majority of the Board membership shall constitute a quorum at any regular meeting of the Board.
6.6 Removal:
6.6.1 For Cause: Any member of the Board may be removed from office for sufficient cause by a two-thirds (2/3) vote of the full Board.
6.6.2 Failure to Attend: Any member of the Board, who shall fail to attend three (3) consecutive meetings, unless such absence is approved by the President, shall cease to be a member of the Board.
As Approved 11/10/06
Title 7. Meetings and Elections.
7.1 Annual Meeting: The Annual Meeting of the membership for the election of Officers and Directors and for other business shall be held between November 1 and November 15th of each year.
7.1.1 Notification: The Secretary shall provide written notice to members of the time and place of all regular membership meetings at least seven (7) days prior to the date of such meetings.
7.1.2 Quorum for Association Meeting: The presence of fifty (50) voting members at any Association membership meeting shall constitute a quorum.
7.2 Special Meetings:
7.2.1 Called by Board: Special meetings of the Association may be called by the Board by means of written notice to all members of the Association. Such notice shall be provided not less than seven (7) days prior to the date thereof and shall specify the time, place, and purpose of the meeting.
7.2.2 Called by Membership: Ten percent (10%) of the Regular Members of the Association may petition the President in writing, requesting that a special meeting of the membership be held, stating the purpose thereof. Such a request shall be granted within thirty (30) days of the filing of the request. The President shall fix the time and place of such meeting to be held within fifteen (15) days after the request is granted. Written notice shall be sent to all members. Such notice shall specify the time, place, and purpose of the meeting and shall be provided not less than seven (7) days prior to the meeting date.
7.3 Eligibility for Meetings and Elections: Only Regular Members in good standing, as of the specific date when the Official Notice of the Annual Meeting or a Special Meeting is sent to the membership, shall be entitled to attend that announced meeting. The number of votes allowed a membership will be stated in Title 2.2 Types of Membership.
Title 8. Committees:
8.1 Executive Committee: The Executive Committee shall consist of the Officers of the Association, i.e., the President, President-Elect, Treasurer, and Secretary, who shall administer the affairs of the Association between Board meetings. The President shall serve as Chairperson.
8.2 Budget Committee: The Budget Committee shall consist of at least three (3) members of the Board, appointed by the President. The President-Elect shall serve as Chairperson. The Budget Committee shall prepare and present to the Board prior to the Annual Meeting an Association budget for approval. A copy of the approved budget shall be furnished to the membership at the Annual Meeting.
As Approved 11/10/06
8.3 Bylaws Committee: The Bylaws Committee shall consist of at least three (3) members of the Board appointed by the President. The President-Electshall serve as Chairperson. The Committee shall review the bylaws and recommend changes deemed necessary to the Board for approval.
8.4 Finance Review Committee: The Finance Review Committee, appointed by the President, chaired by the President-Elect, and approved by the Board, shall conduct an annual review of the financial controls and procedures of the Association within thirty (30) days of the end of each calendar year. If the Finance Review Committee deems it appropriate, they shall advise the President that an audit should be performed. The President shall so communicate to the Board within ten (10) days. Upon their concurrence, an audit shall be commissioned immediately.A copy of the review/audit shall be posted at the Center for a period of not less than thirty (30) days.
8.5 President’s Council: The President shall chair a council of the Presidents, Commodores, or Chairs (or their designees) of the sanctioned Groups within the Association to disseminate information of Board actions and to share the concerns of the Groups. The Council will meet at least quarterly as scheduled by the Civic Association President.
8.6 Such other committees, standing or special, shall be appointed by the President as the Association or Board shall from time to time deem necessary to carry on the work of the Association.
Title 9. Records of the Association:
9.1 Retention of Records: All records of the Association, including audited accounts, shall be retained for a minimum of seven (7) years.
Title 10: Amendments to the Bylaws:
10.1 Proposed Amendments: The Board shall consider any and all proposed amendments to the bylaws at one of the meetings of the Board and shall make a recommendation with respect thereto.
10.2 Membership Notification of Proposed Amendments: At least seven (7) days prior to the next Annual or Special meeting of the membership, a written notice shall be sent to the membership that amendment(s) to the bylaws will be proposed at the meeting. This notice shall include the proposed amendment(s).
10.3 Requirement for Adoption: Adoption of amendments to the bylaws must be made by two-thirds (2/3) vote of the members voting at the meeting, provided that a quorum exists (See Title 7.1.2)
As Approved 11/10/06
Title 11. Parliamentary Procedure
11.1 Parliamentarian: The President shall appoint a Parliamentarian to make recommendations, upon the request of the President, regarding proper parliamentary procedures at the Annual Meeting.
11.2 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 bylaws and any special rules of order the Association may adopt.
Title 12. Policy and Procedures:
12.1 Establishment: Policy and Procedures governing the duties and responsibilities of Officers, Directors, Committees, and groups shall be prepared for and authorized by the Board.
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