Royal Harbor By-Laws Contents

ROYAL HARBOR ASSOCIATION, INC

ARTICLES AND BY-LAWS

(AS AMENDED THROUGH JANUARY 18, 1999

– – NAME

This corporation shall be known as the ROYAL HARBOR ASSOCIATION, INC., a non-profit membership Florida corporation, and shall maintain its offices in the city of Naples. Florida, at such locations and addresses as the Board of Directors shall determine from time to time

ARTICLE II-PURPOSES

Section I—-To promote the best interests of the property owners of the area known as Royal Harbor, City of Naples, Collier County, Florida, for the purpose of maintaining and/or enhancing the value of all property in the area; to foster, further, advocate and protect the best interests of the area as a single family residential section; to encourage all propositions that may be deemed beneficial to the area; to discourage and oppose all propositions that may be detrimental to the property owners and residents of the area.

Section II—–To procure the construction of public improvements and/or utilities, and insure their proper maintenance within the area; to promote all other civic and other Improvements in Royal Harbor, the City of Naples and Collier County; to cooperate with other civic associations and public officials in serving the best interests of the community.

Section III–—To own, hold, lease, sell or convey any real or personal property now or hereafter held by the corporation for its own use or acquired and held for the sole benefit and/or pleasure of its entire membership.

ARTICLE III—-MEMBERSHIP

Section I—–Any person, or persons, owning property in the community known as Royal Harbor, City of Naples, Collier County, Florida is eligible for membership in the corporation, providing such person, or persons, submits an application for membership and pays the annual dues for the calendar year for which said dues are due.

Any person, or persons, renting property in the community known as Royal Harbor, City of Naples, Collier County, Florida is eligible for associate membership in the corporation, providing such person, or persons, submits an application for membership and pays the annual dues for the calendar year for which said dues are due. Associate members shall have no voting rights, nor shall they be eligible for membership on the Board of Directors or the holding of any office

Section II—-The annual dues per family, shall be determined annually by the Board of Directors and shall be due and payable on or before January I. New applicants who apply for membership and pay the current annual dues amount between October I and December 31 of the year, shall be considered as having paid the current annual dues, in full, for the fractional part of the application year plus the entire next fiscal year.

Section III—-The membership of any person shall terminate when he, or she,  resigns or no longer meets the qualifications for membership as set forth in Section I and Section II  hereof.

Section IV—-Special assessments to cover extraordinary costs and expenses may be levied when approved by the Board of Directors and by a majority of the membership present, in person or by proxy, at any duly called annual or special meeting, provided, however, that such majority of the membership present, in person or by proxy, at such meeting, shall also constitute a majority of the total membership of the corporation.

ARTICLE IV—-MEMBERSHIP MEETINGS

Section I ,  Annual Meeting—-The annual meeting of the membership of this corporation shall be held during the month of January of each year at a date , time and place selected by the President

Section II , Special Meetings——Special meetings of the membership shall be held at such date, time and place as requested by the President, or the Board of Directors, or by petition signed by not less than fifty members in good standing.

Section III ,  Notice——Members of the corporation shall receive notice of each annual or special meeting at least fifteen days prior to the day set for such meeting. In addition thereto, notice of special meeting must set forth the specific purposes of such meeting. The foregoing requirements may be met by publishing the date, time, place and purposes of such meeting in the corporation’s newsletter “The Pilot”. Section  IV , Quorums——Those members in good standing, in person or by proxy, at each annual or special meeting shall constitute a quorum to act upon all matters which may come before the meeting, providing, however, that not less than five percent of the total membership is represented at such meeting. Section V— – – Voting privileges shall be restricted to members in good standing, in person or by proxy. Each member shall be entitled to one vote but shall be limited to not more than two votes per family. Both husband and wife are deemed to be members, each entitled to one vote, even though legal title to the property may only be in one name. The Secretary shall have present at each meeting a current listing of all members in good standing to determine eligibility to vote. Section VI -Order of business at annual meeting shall be:A. Reading of notice of meeting. B.  Reading of minutes of previous meeting. C.  Report of President. D.  Report of Treasurer. E.  Report of Secretary. F.  Report of Committees. G.  Election of Directors. H.  Transaction of other business mentioned in notice. 1.     Adjournment. Section VII— -Order of business at special meeting shall be:A.  Reading of notice of meeting. B.  Reading of minutes of previous meetings where pertinent to special meeting. C.  Reports of Officers where pertinent to special meeting. D.  Reports of Committees where pertinent to special meeting. E.  Transaction of business mentioned in notice. F.  Adjournment. ARTICLE V—-BOARD OF DIRECTORS Section I . Number and Qualification The business and affairs of this corporation shall be managed by a Board of Directors composed of fifteen persons all of whom shall be members of the corporation and eleven of whom shall be full time residents of Royal Harbor. Section II . Election of Directors At the first annual meeting following the incorporation of this association, the membership of the corporation shall elect fifteen directors: five directors for a term of three years, five directors for a term of two years and five directors for a term of one year. At each subsequent annual meeting of the membership of this corporation, five  directors shall be elected for a term of three years, and the membership shall elect such additional directors as may be required to complete the unexpired terms of vacancies that may have been created during the previous year. Section-III , Quorum Fifty one percent of the total number of directors in office shall constitute a quorum to transact business. The act of a majority of directors present at a meeting, when a quorum is present, shall constitute an act of the Board of Directors. Section IV . Notice and Meetings of the Board of DirectorsA  The date. time and place of the annual meeting of the Board of Directors shall be set by the President but must be held within two weeks following the annual meeting of the membership. B.  The Directors shall set the date, time and place of their regular meetings but are required to meet at least four times a year. C.  Special meetings may be called by the President or by six Directors. D.  Notice of the date, time and place of each meeting must be given by the Secretary to each Director not less than five days before each meeting unless such notice shall be waived before or at such meeting where notice has not been given. Section V -—Failure to attend three consecutive meetings without a valid excuse shall constitute cause for the removal of a Director by a two-thirds vote of the Board of Directors. Section VI . Vacancies on Board of Directors Vacancies on the Board of Directors shall be filled by election by the remaining members of the Board. Each person so elected shall remain a Director until his successor is elected at the next annual meeting of the membership. Section VII , Power to Elect Officers The Board of Directors, at their annual meeting, shall elect a President, a First Vice- President, a Second Vice-President, a Secretary and a Treasurer. The Board may also elect an Assistant-Secretary-Treasurer. All Officers, except the Assistant Secretary-Treasurer must be members of the Board.