Woodgate Neighborhood Association Bylaws
Effective February 1, 2024
Article 1
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 ensure 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, as established by the Board of Directors, will be collected from each residence, and each "paid" residence shall be considered a member of the Association. Annual dues are payable on February 1st of each year. The annual dues may be increased 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. Each paid residence otherwise 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 shall be held in the Fall and as called and announced by the Board of Directors, unless otherwise ordered by the Association. A General Meeting may also be held in the Spring.
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. No fewer than one-third (1/3) of the members of the Board of Directors prescribed by these Bylaws shall constitute a quorum for all general membership and Board of Directors meetings. Members of the Board of Directors shall be deemed present by attending a meeting in person or by participating in a meeting via telephone or video conference.
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 Committee 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 neighborhood on Woodgate Way or hand distributed to the membership at least forty-eight (48) hours prior to the meeting. Notice shall also be posted on the Association's website, Facebook page, and other available social media.
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 Bylaws and by the parliamentary authority adopted by the Association. These Officers, along with the Immediate Past President who shall serve as an advisor to the Board of Directors, shall comprise the Executive Committee 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 Nominating Committee shall obtain the prior consent of each potential candidate. The Immediate Past President shall serve as chairperson of the Nominating Committee. At a Board of Directors meeting in the Fall, the Board of Directors shall elect two (2) directors to serve on the Nominating Committee. At the 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 nominations from the floor shall be in order.
Section 4. If additional nominations are made from the floor, the nominees shall be elected by written ballot; otherwise, the Officers may be elected by voice vote (or acclamation). Each person elected shall serve for one year. Their terms of office shall begin 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 than two (2) consecutive terms in the same office.
Section 6. The Board of Directors shall appoint a person to fill any vacancy in any unexpired term of office of an elected Officer.
Article VI
Duties of Officers
Section 1. The President shall preside at all meetings of the Association, the Executive Committee, and the Board of Directors. In consultation with and with the approval of the Executive Committee, the President shall appoint chairpersons for all standing and ad hoc committees and any subcommittees. 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 or his or her designee shall be a member of the Council of Neighborhood Associations (CONA). 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 Bylaws Subcommittee. It shall further be the duty and responsibility of the Vice President to plan the meeting agendas. 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 Committee, 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 recommendations of the Board of Directors to the Association at the General Meeting. The Secretary will prepare a written report for his/ her successor. The Secretary will mail a newsletter and a thank you note to each supporting vendor.
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, depositing all monies collected, and paying all bills as provided in Article IX, Section 2. The Treasurer shall keep an accurate itemized record of all receipts and expenditures and shall present a financial report reflecting all revenue and expenditures, together with the budgeted amounts, for the fiscal year at all general membership and Board of Directors meetings. The Treasurer shall present an oral report with a written copy of the financial records of the Association to the general membership at the Annual Meeting. The Treasurer will prepare a written report for his/her successor. The Treasurer will have a key to the Post Office Box along with the Membership Chair.
Article VII
Board of Directors
Section 1. The Board of Directors shall consist of the Executive Committee of the Association and the appointed chairpersons of all standing committees. Members appointed to serve on the Board shall serve for a term of one (1) year; however, they may be re-appointed to serve additional terms.
Section 2. The Association's designated Corporate Registered Agent shall be appointed by the Executive Committee of the Board of Directors and shall serve at the pleasure of the Executive Committee. The Registered Agent shall comply with the applicable requirements of the Florida Statutes.
Section 3. The Board of Directors shall have the authority to manage the general affairs of the Association, 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 act in accordance with the Bylaws, Florida laws, and in the best interest of the members of the Association.
Section 4. The Executive Committee of the Board of Directors shall have the authority to act on behalf of the Board of Directors between regularly scheduled monthly meetings when a special meeting of the full Board is impractical due to time and/or circumstances. Such authority is limited to those actions that are normally delegated to the full Board of Directors. The Executive Committee is not authorized to amend the Association's Articles or Bylaws or take any action contrary to the Articles or Bylaws. At the next regularly scheduled Board meeting and/or via email, the Executive Committee shall inform the full Board of Directors of any actions taken
Section 5. Regular meetings of the Board of Directors shall be held each month from September through June as scheduled by the Board. 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 Committee members with at least forty-eight (48) hours prior notice as to the purpose, time, and place of the meeting.
Section 6. It shall be the responsibility of all Board Members (Officers and Committee Chairs) to attend all Board of Directors meetings and Association meetings, to present special reports as needed to the Association, to prepare and present annual summaries of the activities to the incoming Executive Committee, and to support the Association in its activities.
Section 7. 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 caused by a two-thirds vote at a General Meeting or special meeting when notice of intent has been given at least fifteen (15) days prior to the meeting in which an Officer may be removed.
Section 8. Any of the appointed Directors of the Board shall be subject to removal from his/her position for misconduct or dereliction of duty in the appointed position. Such removal shall be enacted by majority votes of the Executive Committee when notice of intent is given at least fifteen (15) days prior to the meeting in which a Director may be removed.
Article VIll
Standing Committees
The Chairperson of each Standing Committee shall serve on the Board of Directors. The Chairperson may appoint as many residents as needed to accomplish the responsibilities of the Standing Committee. The Chairpersons will submit an article for the newsletter as requested by the President.
Section 1. The Community Relations Committee shall have as its basic purpose the exploring of issues within the neighborhood and the community as a whole. Each issue will be investigated on its own merits and resolved commensurate with applicable local, State, and Federal laws and regulations. The Committee Chair will report to the Board of Directors on actions taken. The Chairperson of this committee may serve as either the primary or alternate delegate to the Council of Neighborhood Associations (CONA).
Section 2. The Education Committee shall become familiar with the present and future plans of the public school system in the Tallahassee area with emphasis on how these plans affect the residents of Woodgate. This information should 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. The committee shall also have the responsibility for maintaining the landscaping on the island at the entrance to Woodgate.
Section 4. The Information Committee shall be responsible for communications including the newsletter, website, and other social media, to 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. The Zone Leaders will inform the Membership Committee chairperson of all new residents in their respective zones. The Membership Chairperson will have a key to the Post Office along with the Treasurer.
Section 6. The Recreation Committee shall plan and direct certain social events that may be held as prescribed by the Board of Directors.
Section 7. The Zone Leaders Committee shall be responsible for distribution of newsletters and all other communications determined by the President. The Zone Leaders shall visit each new resident family in their zone and hand deliver a copy of the Woodgate newsletter and other paper communications as determined by the Board of Directors. The Zone Leaders shall notify the Membership Committee chairperson of the name, address, and telephone number of the new resident.
Section 8. The Outreach Committee shall have the responsibility of personally visiting and welcoming all new neighborhood residents. At that time, new residents will be asked to provide their name, address, phone numbers and email addresses on a voluntary basis. The new resident information is then forwarded to the Membership Committee, the Neighbors Helping Neighbors (NHN) Chairperson and the President. If available, the most current WNA Directory, Newsletter, and Neighbor Helping Neighbors material shall be provided to new residents. The Committee shall further promote hospitality, goodwill and fellowship of residents as appropriate, including sending sympathy cards, meals and congratulation cards. The Committee will, as necessary, lend assistance to Neighbors Helping Neighbors and the Recreation committees.
Section 9. 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 Front Island sign board all Woodgate Neighborhood Association announcements.
Section 10. The Neighbors Helping Neighbors (NHN) Committee shall be responsible for the ongoing development and operation of a cooperative volunteer program to support all Woodgate residents in need of temporary personal services. The Committee shall recruit and organize Woodgate neighborhood volunteers to maintain a non-emergency telephone hotline, or other means of communication, for requests for service from neighbors, and coordinate the delivery of services by neighborhood volunteers. Volunteer services of a temporary nature include but are not limited to transportation, maintenance, technical assistance for computers and cell phones, and social support. Prior to receiving requested services, neighbor recipients shall be asked to sign a voluntary waiver of liability and release form.
Article IX
Disbursements of Funds
Section 1. It shall be the responsibility of the Executive Committee at its first meeting of the year in February 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 in March 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 which was not approved by the Board of Directors in the annual budget must be approved by the Board of Directors at a regular meeting or via email unless the President and the Treasurer deems it to be an emergency expenditure in which case the expenditure may be approved by the Executive Committee.
Section 3. All checks drawn on the Association bank account(s) 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 Bylaws and any special rules of order the Association may adopt.
Article XI
Amendment of Bylaws
Section 1. The Board of Directors shall elect two (2) of its members to serve on a Bylaws Subcommittee. The Vice President of the Association shall serve as the chairperson of the three member Bylaws Subcommittee.
Section 2. Proposed amendments to these Bylaws shall be submitted in writing to the Bylaws Subcommittee for consideration and recommendation to the general membership of the Association.
Section 3. These Bylaws may 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.
Adopted: WNA Fall General Meeting
September 30, 2023