PBCMA BY-LAWS
By-Laws
Certified Official as Amended
February 28, 1990
Article I. Name
The name of the CORPORATION shall be PALM BEACH COMMUNITY MANAGERS ASSOCIATION, INC., and its location, offices, books and records shall be maintained within Palm Beach County, Florida at such place as the Board of Directors shall designate.
Article II. Purpose
The objectives of the ASSOCIATION shall be as follows:
(a) to provide its members with formal education pertaining to the management of community associations.
(b) To encourage free flow of information among members for their mutual benefit.
(c) Adherence to the Code of Ethics of the Palm Beach Community Managers Association.
Article III. Membership
(a) Membership shall be limited to persons professionally engaged in the management of residential communities within, and adjacent to Palm Beach County, Florida.
(b) Application for membership shall be in writing on the form with required endorsements and be submitted to the chairman of the membership committee. This committee, following appropriate investigation, will offer recommendations to the Board of Directors.
(c) Membership in this ASSOCIATION shall be as follows:
(1) Active Members: Any person who is actively engaged for compensation as a manager of a residential homeowners association in which membership is a condition of ownership of a unit in a planned unit development, or of a townhouse, villa, condominium, cooperative or other residential unit which is a part of a residential scheme and who meets the requirements for state licensing as a community association manager and who manages said association on a day to day basis is eligible for membership.
After application has been submitted, accepted, and dues paid, applicant shall be eligible to hold office, serve on committees, and vote on all matters coming before the membership. No reason need be given by the Board of Directors for the rejection of any membership application.
(2) Honorary Membership may be awarded to any person upon recommendation of a member and approved by the Board of Directors; such person must have rendered some contribution to the advancement of the community management profession.
(3) Any active Member who is not employed in the field of community management for a period of one year shall not be eligible for renewed membership unless approved by the Board of Directors, without filing a new application for membership. The purpose being “actually engaged in the management field.”
(4) Members may be removed for non-payment of dues or assessments, or evidence of violation of the code of ethics.
Article IV. Board of Directors
(a) The Board of Directors of the ASSOCIATION shall be composed of seven (7) members.
(b) The members of the Board of Directors shall be elected for a term of two (2) years. The terms shall be staggered for continuity with three directors being elected for two years in odd numbers and four for two years in even numbered years. All active members in good standing are eligible for election to the Board.
(c) The Board of Directors shall meet at least once each calendar quarter for the transaction of ASSOCIATION business.
(d) The president, or at least one-third of the Board of Directors may call a special meeting of the Board upon not less than seven (7) days written notice to all members of the Board and all presidents of permanent chapters. Any member of the ASSOCIATION may attend all of such meetings but may not be privileged to speak therein, except upon invitation by the presiding officer.
(e) The Board of Directors shall have the power to establish membership dues, fees, and assessments and pass upon membership application, issue membership certification and determine the classification of any member, when in the opinion of the Board, the situation warrants such action.
(f) If a director is absent from two meetings of the Board, the Board of Directors may declare a vacancy of the delinquent Director and appoint a successor to serve the balance of the term.
(g) A majority of the Board of Directors shall constitute a quorum.
(h) Vacancies on the Board of Directors shall be filled by two-thirds vote of the board members, such appointed member shall serve the remainder of the replaced Directors term.
(i) Vacancies of the Officers shall be filled by the Board of Directors.
Article V. Duties of Officers and Directors
Section 1. The Board of Directors shall initiate and direct the policies and business of the ASSOCIATION. It shall make all rules and regulations consistent with the Bylaws for the conduct and affairs of the ASSOCIATION.
Section 2. The President shall preside at all meetings of the ASSOCIATION, be Chairman of the Board of Directors, and make committee appointments and notify Board members of same.
Section 3. The Vice-President shall perform the duties of the President in his absence. In the event the office of President becomes vacant, the Vice-President shall serve as President until the next election. He shall also serve as Coordinator of Committees.
Section 4. The Secretary shall keep a complete list of all members of the ASSOCIATION, be responsible for the correspondence of the ASSOCIATION, have charge of its papers and records and keep an accurate account of all meetings. The books records of the Secretary shall be, at all times, open to any member by appointment at reasonable times.
Section 5. The Treasurer shall be responsible for keeping accurate account of receipts and disbursement of monies of this ASSOCIATION and shall make a quarterly accounting to the Board of Directors. The books and records of the Treasurer shall be, at all times, open to inspection by the membership by appointment at reasonable times. An audit committee, composed of three persons, shall be appointed in January of each year to review the financial records of the ASSOCIATION prior to the annual meeting. This report will be announced to the membership assembled at the annual meeting by the outgoing President prior to leaving office.
Article VI. Meetings
Section 1. All meetings of the ASSOCIATION shall be held at the time and place designated by the Board of Directors.
Section 2. The order of business of all meetings of the ASSOCIATION shall be as follows:
1. Roll Call
2. Minutes of the previous meeting
3. Treasurer’s Report
4. Reading of Communications
5. Reports of Officers
6. Reports of Committees
7. Unfinished Business
8. New Business
9. Adjournment
Section 3. The Annual membership meeting of this organization shall be held on the last Wednesday of February each and every year except if such be a legal holiday, then in that event the Board of Directors shall fix the day within two weeks of the date fixed by these bylaws. The Secretary shall mail to each member in good standing a notice two weeks prior, telling the time and place of such annual meeting.
Article VII. Amendments
A choice of two methods of voting on any amendment to these by-laws or recision of any portion of these by-laws shall be available, and the method to be used shall be made at the discretion of a majority vote of the Board of Directors. The alternative methods are as follows:
1. Amendments or recessions may be adopted by the affirmative vote of two-thirds of the voting members in attendance at the Annual Meeting of the ASSOCIATION, provided that the proposed amendment or recession has been circulated to each member in good standing at least thirty (30) days in advance of the Annual Meeting of the ASSOCIATION.
2. Amendments or recession may be adopted by a mail ballot of all Active Members in good standing in the ASSOCIATION. In the event a mail ballot is used, the polls shall be closed thirty (30) days after the date of mailing the ballots. An amendment or recession to any portion of the Bylaws shall be adopted if it is approved by two-thirds of the members qualified to vote and voting, provided that ballots are returned by at least forty percent (40%) of the members qualified to vote.
Adopted by the Board of Directors this 4th day of September, 1996.