Thursday, November 24, 2005

Association Bylaws

(These are the bylaws of BIRA, as amended from time-to-time. Last published: December 16, 2009)


BYLAWS
Belle Isle Residents Association, Inc.


ARTICLE I. NAME AND GEOGRAPHIC AREA: The name of the organization shall be the Belle Isle Residents Association, Inc. Its geographic area is Belle Isle, Miami Beach, FL.
(Amendment by the Board on 2/24/09 changing the name as of 1/17/08 to reflect the change to a Not for Profit Corporation)

ARTICLE II. MISSION: The Mission of the Association is:

“To enhance the quality of life for the residents of Belle Isle. The Association is concerned with safety, security, traffic control, ease of parking, noise control, park beautification, cleanliness, open spaces, planning, development, licensing, permitting, and all issues that may effect the residents and their quality of life on Belle Isle. The Association will strive to facilitate communications among the residents and between the residents and the Government."
(Amended 12/19/06. Added last sentence to Paragraph.)

ARTICLE III. PURPOSES : The purposes of the association are to:

a) Enhance the livability of the neighborhood by establishing and maintaining communication among neighborhood residents, and liaison between our neighborhood association, government agencies, elected officials, and other neighborhood associations.

b) Provide a process by which members of the association may involve themselves in the affairs of the neighborhood.

c) Do and perform all of the activities related to said purposes, to have and enjoy all of the powers granted, and engage in any lawful activity for which nonprofit corporations may be organized under Florida Statutes, Chapter 617, in the event the association incorporates.

d) For such other objectives as are approved by the Directors or membership.

ARTICLE IV. MEMBERSHIP: Membership is open to residents of Belle Isle. A Resident is a person of at least 18 years of age who owns or rents a property on Belle Isle in which he or she lives.

ARTICLE V: DIRECTORS AND OFFICERS: Board members shall be elected annually by a vote of the membership at the Annual Membership Meeting. There shall be a minimum of seven and a maximum of fifteen Directors, each elected by the membership for a two year term. The names of all candidates for the Board shall be placed in nomination by a nominating committee or by any member of the residents association. Election requires a majority vote of the membership present. Initially, half of the Directors will be elected for a one year term and the other half of the Directors will be elected for a two year term. This will insure that all of the Board Members will not be elected in the same year. The Board may fill any vacancy by a majority vote of the Board with the term ending at the following Annual Membership Meeting. (Last sentence of this paragraph replaced two previous sentences, fixing a structural difficulty, on 12/08/09.)

The Directors shall select Officers by a majority vote from among themselves. The Directors will be responsible for managing the affairs of the association. The Board of Directors shall elect a Chair, Vice Chair, Treasurer and Secretary each for a one year term and Directors may stand for reelection at the annual membership meeting. Board Members failing to attend three consecutive Board Meetings may be terminated from the Board by a majority vote of the quorum during a Board meeting.

The Directors have the authority to amend the Bylaws by a majority vote of the total number of current Directors. Decision making by the Board of Directors will be determined by a majority vote of the quorum during a Board Meeting. A quorum will be fifty percent of the current number of Board Members. A written proxy vote, email or fax from an existing Board Member, unable to attend a Board Meeting, may be obtained and counted on a specific vote.

Any Officer or Director who violates the Associations Bylaws or policies or whose behavior in connection with the Association’s business may cause harm, injury or damage to any individual or to property may be suasbject to Censure or Removal from office or membership as determined by a majority vote of the Directors of the Association.
(Amendment Paragraph added 12/19/06)

ARTICLE VI: MEETINGS AND METHODS OF COMMUNICATION:

Membership meetings shall be held annually or upon call of the Directors. Minutes of Membership meetings and Board of Directors meetings shall be taken and retained for at least four years. In addition to meetings, posted notices and electronic methods of communication will be utilized in order to maximize communication among Directors and among Membership.

Meetings of the Board of Directors shall be held at least two times per year or upon call of the Officers of the Board. These meetings are open to all Members of the Belle Isle Residents Association.

ARTICLE VII: ORGANIZATIONAL MEETING AND INITIAL ELECTION: A date and place will be set for a meeting to formalize the association, and that information disseminated by all practicable means. The purpose of the meeting will be to elect Directors and adopt bylaws.

ARTICLE VIII: ORGANIZING COMMITTEE: An ad hoc organizing committee consisting of Belle Isle Residents who have been active in forming the Belle Isle Residents Association will take responsibility for setting a date, time and place for the initial organizational meeting, and disseminating that information by all practicable means. The ad hoc organizing committee shall invite nominations for Directors, to be submitted to the organizing committee by e-mail or mail in advance of the date of the organizing meeting, for consideration at the organizational meeting. Upon the initial election of Directors, the organizing committee is deemed dissolved.

ARTICLE IX. MISCELLANEOUS:

a) Indemnification: The Association shall indemnify and hold harmless each Officer and Director, including former Officers and Directors, for any acts or omissions associated with the fulfillment of their duties under these Bylaws to the full extent of the laws of the State of Florida and the United States of America and also to the extent permitted by the Florida Nonprofit Corporation Act or any such succeeding act, law or rule.

b) Privacy and Personal Information: This Association will not disclose any personal information it obtains, for any reason, with anyone or any organization unless required by Local, State or Federal Law, or if authorized in writing by the identified person. Personal information includes name, address, email or phone number that is not otherwise publicly available. The Board of Directors will maintain this personal information for Association purposes only.

c) Bylaws Amendments: The Bylaws can be amended after a proposed amendment has been given due notice and read at one or more previous Board meetings. The Amendment will be adopted after ratification by a majority vote of the Directors present at any regular meeting in which a quorum exists.
(Amendment, Article IX Miscellaneous added 12/19/06)

Bylaws Originally Created 11/23/04