Made with Xara Web Designer Copyright July, 2011 - Amelia Island Association Bylaws of Amelia Island Association, Inc. 6/2/11 ARTICLE I ORGANIZATION The Amelia Island Association, Inc., hereinafter referred to as the “corporation”, is organized and incorporated as a Not for Profit organization, in compliance with Chapter 617, F.S.  The stated purpose of the corporation is to identify and address “quality of life issues” affecting the Amelia Island community.  The principal place of business of the corporation is Nassau County, Florida. The corporation acts as an association of individuals concerned with improving the quality of life on Amelia Island.  Individuals are free to join if they wish to support improving the quality of life on Amelia Island.  Participation of individual is voluntary.  ARTICLE II MEMBERSHIP Individuals can join AIA by notifying one of the AIA Directors of their wish to do so and providing their name, address, email address, phone number -- and their Home Owner Association name if they live in one.  The AIA Directors will decide on membership requests to AIA, and the AIA Membership list will be kept up to date by the AIA Directors. Individual members will be encouraged to participate on one or more of the quality of life committees that exist, or may exist, within the AIA corporation.  Members will also be encouraged to support AIA Positions that could improve the Quality of Life. Each individual that becomes a member of AIA has a single vote in the election of the AIA Board of Directors.  The elected AIA Board of Directors have the authority to endorse and/or oppose specific issues and/or positions developed within the AIA corporation. The tenure and replacement of Directors shall be as determined by an annual election of the AIA Members – with Directors elected for a 2 year term and can be reelected for multiple terms. ARTICLE III BOARD OF DIRECTORS / OFFICERS The corporation membership shall elect from the membership a Board of five (5) to seven (7) Directors.  All the positions will be identified as Director Positions: The functions of Treasurer, Public Relations, Secretary, and Membership can be performed by AIA Directors or by volunteer AIA members.  The AIA Directors will ensure the administrative functions of AIA are performed. The Board of Directors shall be charged with the smooth running of the corporation, and shall be answerable to the membership.  Responsibilities of the individual Directors shall be as mutually agreed by the Board of Directors.  Each member shall have one (1) vote for each position to be filled.  Vacancies that may occur will be appointed on an interim basis by the remaining Directors. ARTICLE IV MEETINGS General Meetings:  The AIA corporation (all member meeting) will meet as called by the Board of Directors and no less than two times per year. Notice of meeting dates, agendas, etc. will be provided to all members electronically.  Meetings will require a quorum of 33% in order to conduct elections.  Members who cannot make the meeting will be allowed to authorize another member to cast their vote (a proxy) and those authorizations are counted as part of the quorum.  Minutes of the meetings will be taken and provided to the membership. Executive Committee:  The Board of Directors shall meet as an Executive Committee on an “as needed” basis, but not less than four (4) times per year, to assure the smooth operation of the corporation.  The Executive Committee requires a majority of the committee to be present in order to meet and conduct business.  Actions authorized by the Executive Committee require a majority vote of those present at the meeting.  ARTICLE V  - DUES There will be no membership dues for AIA members.  The elected Directors will share in paying for the costs associated with the AIA Corporation, such as Inc. fees, website fees, and other costs. The Treasurer will provide an annual account of corporation income and expenses.  ARTICLE VI COMMITTEES As noted above, committees created from the membership shall be established and maintained to address specific issues and/or concerns of the corporation.  Each committee will elect a chairperson, or have a designated AIA representative on a Community committee, who shall be charged with the administration of that committee.  The committee chairperson, or representative, shall arrange and schedule such meetings as may be necessary to advance specific issues.  Committee responsibilities shall include those actions necessary to fully understand the issue under consideration. Acquisition of background data and/or other information, evaluation, deliberation and debate of the issue are within the specific purview of the committee.  The committees are further charged to bring views, opinions, and where appropriate “draft” position papers to the Executive Committee at Board meetings.  Such “draft” position papers when brought forward to the Board shall be for the Executive Committee’s consideration, debate and approval action. ARTICLE VII  AMENDMENT These BY-LAWS may be amended by the Board of Directors from time to time as may be necessary to facilitate the efficient and effectiveness of the corporation’s activities.  Such amendment requires the 3/5s approval of the Board of Directors.  Any amendment of the BY-LAWS must be presented to the entire membership at the next scheduled membership meeting.  Such amendment will not be finalized until endorsed by a majority of those members present at the regularly scheduled meeting. ARTICLE IX SEVERABILITY The above BY-LAWS shall be read and considered as a whole in their implementation.  The above not- with-standing, should any competent court rule that some portion of this document is invalid and/or in conflict with established F.S., then such portion(s) shall be set aside, and the balance of the document shall remain in full force and effect.