Historic Punta Gorda Civic Association, Inc. BYLAWS

ARTICLE I: NAME & PURPOSE

Section 1: Name

The name of this Association shall be the Historic Punta Gorda Civic Association, Inc.

Section 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.

ARTICLE II: MEMBERSHIP

Section 1: Residential Eligibility

All current homeowners, long term tenants (annual lease or have resided in District 1 for a year or longer), nonresident homeowners and trust or closely held entity owners of a residential property located in the City of Punta Gorda Voting District One, herein after referred to as the “District,” shall be eligible for membership. Ownership shall be determined by reference to the Charlotte County Property Appraiser’s website, and tenants by a copy of the lease or letter from the homeowner.

Section 2: Business, Non-Profits and Lot Owners Eligibility

All business entities, non-profits and lot owners located within the District shall be eligible for membership. The president or any officer of the business or non-profit and corporate homeowners may designate two (2) individuals who may represent the business, non-profit or corporate homeowner and vote at the meetings. The business or non-profit or other entity only has one (1) vote. Ownership shall be determined by reference to Charlotte County Property Appraiser’s website and tenants by a copy of the lease or by observation of an ongoing business at the premises. All lot owners named on the Property Appraiser’s website are eligible for membership.

Section 3: Application for Membership

Any person or entity meeting the criteria set forth in Section 1 and 2 of this article and who submits an Application for Membership with the payment of appropriate annual dues, as set forth by the Board of Directors, shall be accepted as an active member in good standing and may vote at Association Meeting.

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ARTICLE III: OFFICERS

Section 1: Officers

The Officers of the Association shall be: President, Vice President, Secretary and Treasurer. The Officers shall be voting members elected at large by the membership at the Annual Meeting for the term of two (2) years with no term limits.

Section 2: Ex-Officio Board Member

The City of Punta Gorda District One Council Member shall be an Ex-Officio Board Member of the Association and shall have the right to discuss and debate all issues but shall not have the right to vote. The Ex-Officio Board Member shall not be counted toward the seven Board Members allowed by these Bylaws and not be included in the count when determining the number needed for a quorum.

Section 3: Duties of the Officers

A. President: The President shall be the Chief Executive Officer of the Association and shall preside at all of the 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 the committees except the Nominating Committee.

B. Vice President: The Vice President, in the absence of the President, shall act in the President's stead. The Vice President shall keep a membership book containing, in alphabetical order, the name, address and email address of each member.

C. Secretary: The Secretary shall record and maintain the minutes of all the Director’s meetings and Regular and Special Meetings of the membership; coordinate all correspondence and provide notices pertaining to meetings of the Association. The Secretary may appoint assistants as needed.

D. Treasurer: The Treasurer shall be the 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 General Membership Meeting and Board Meetings. The Treasurer shall disburse funds in accordance with the policy established by the Board; such policy shall include a provision for payment of non-budgeted capital or expense items.

Section 4: Vacancy of Office

In the event of a vacancy in any office or on the Board, such a vacancy shall be filled for the balance of the time remaining until the Annual Meeting by a majority vote of the Board at a duly constituted meeting.

ARTICLE IV: BOARD OF DIRECTORS (BOARD)

Section 1: Number and Term of Office

There shall be not less than four (4) nor more than seven (7) members of the Board. The Board of Directors shall consist of the officers, and up to three (3) members elected from the voting members. If possible, there shall be at least one (1) Board member from the business or non-profit membership group and he/she may serve as an officer if elected. They shall serve two (2) year terms with no term limits.

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Section 2: Responsibilities

The Board shall be the governing body of the Association, and be responsible for its affairs and shall determine the membership dues.

Section 3: Financial Limitations

The Board shall not approve any expense unless the funds are cleared into the Association’s designated bank account.

Section 4: Meetings of the Board of Directors

The Board shall meet as often as it deems necessary to conduct the affairs of the Association. Its regularly scheduled meetings may be held without notice of the date, time, place or purpose of the meeting. Meetings may be held virtually by audio or audio and visual electronic means. Approval by the Board of any issue must be made by a majority of the Board members present at the meeting, provided a quorum exists.

ARTICLE V: MEMBERSHIP, MEETINGS AND ELECTIONS

Section 1: Meetings

A. Annual Meeting: Annual meeting of the membership for the election of Officers, Board members and for any other business shall be held during the months of October, November or December each year. Elected Officers shall take office on the first day of the month following the month of their election. At that meeting the schedule of meetings for the year will be determined.

B. Notification: The Secretary shall provide notice to Members of the time, place, and purpose not less than seven (7) days prior to the date of the meeting. Notice may be by any reasonable means including oral notifications, made in person or by phone, email, website, (only with consent of member) or mailed written notice.

C. Quorum for Association Meeting: The presence, including proxy holders, of thirty (30) voting members at any Association meeting shall constitute a quorum.

D. Special Meetings: Special meetings of the Association may be called by the President, the Board with a majority vote, or if ten percent (10%) of the members petition the President in writing requesting a Special Meeting of the Membership be held and stating the purpose thereof. Such a Petition shall be granted within thirty (30) days with the President setting the time and place of such a meeting to take place within fifteen (15) days after the request is granted. Notice of the meeting shall be given as specified in paragraph B of this Article.

E. Potential Electronic Meetings: If and when technology allows the voters and proxy voters, who are not physically present at a meeting, by means of remote communication may participate in the meeting and be deemed present in person and vote at the meeting if: 1. the Board implements reasonable means to verify that each person deemed present and authorized to vote by means of remote communication is a member or proxy holder. 2. the Board implements reasonable measures to provide such members or proxy holders with a reasonable opportunity to participate in the meeting and vote on matters submitted to the members, including an opportunity to communicate and to read or hear the proceedings of the meeting substantially concurrent with the proceedings.

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Section 2: Elections

A. Voting Procedures: At any meeting when the presiding officer deems it necessary for a vote to be taken, paper ballots will be distributed to eligible voting members and proxy holders.

B. Proxy and Absentee Votes: Votes may be cast in person or by proxy. A proxy may be given by any person entitled to vote and shall be valid for the particular meeting designated in the proxy and any lawfully adjourned meetings thereof and must be filed with the Secretary before the time of the meeting or any adjournment of the meeting. In no event shall any proxy be valid for a period longer than one hundred twenty (120) days after the date of the first meeting for which it was given.

ARTICLE VI: COMMITTEES

Section 1: Budget Committee

The Budget Committee shall consist of at least one (1) member of the Board, appointed by the President. 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.

Section 2: Bylaws Committee

The Bylaws Committee shall consist of at least one (1) member of the Board appointed by the President. The Committee shall review the bylaws and recommend changes deemed necessary to the Board for approval.

Section 3: Nominating Committee

A Nominating Committee shall have three (3) members, at least one (1) representative from the Board, appointed by the President and approved by the Board. Notification of the names of nominees for the Officers and Board members shall be given to the membership by any reasonable means including oral notifications made in person or by phone, email, website (only with consent of member), or mailed written notice not less than seven (7) days prior to the Annual Meeting.

Section 4: Other Committees

Other Committees shall be appointed by the President, Board, or Association from time to time as necessary to carry out the work of the Association.

Section 5: Committee Meeting Recommendations

All Committee meeting recommendations are subject to review and approval by the Board of Directors.

ARTICLE VII: RECORDS OF THE ASSOCIATION

Section 1: Records Retention

The records of the Association shall be retained for seven (7) years.

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ARTICLE VIII: AMENDMENT TO BYLAWS

Section 1: Proposed Amendments

The President shall provide a copy of proposed amendments of the Bylaws to the Board for approval. Upon receipt of the Board approved proposed amendments, the Secretary shall include the proposed amendment in the notice to members of the Annual Meeting.

Section 2: Adoption of Bylaws Amendments

The original Bylaws were enacted by a unanimous vote of the Board, however, future adoption of Bylaw amendments must be made by majority vote of the Members voting at the meeting, provided a quorum exists.

ARTICLE IX: POLICY AND PROCEDURE

Section 1: Policy and Procedure

The President shall appoint a Parliamentarian to make recommendations regarding proper procedure under Roberts Rules of Order at the Annual Meeting. Roberts Rules will govern unless in conflict with the Association Bylaws.

ARTICLE X: ADOPTION OF INITIAL BYLAWS

The foregoing amended and restated Bylaws were adopted as the Bylaws of the Historic Punta Gorda Civic Association, Inc., a Florida Corporation, and Not-for-Profit by the membership on the date below:

Donna Peterman Robert C. Sifrit ______________________________________ _________________________________________ Board Member Board Member

3/18/21 11/18/20

Scott Joiner Sandra Brandt _____________________________________ _____________________________________ Board Member Board Member

11.18.20 3/18/21