BYLAWS OF

Hammock Community Conservation Corporation

Revised Sept. 12, 2006

 INTRODUCTION

These are the Bylaws of the Hammock Community Conservation Corporation. The Corporation includes resident members of the barrier island, from the north boundary of the Town of Beverly Beach to the south boundary of the Town of Marineland, an area including “The Hammock,” in Flagler County, Florida.

SECTION A: NAME

The name of the corporation shall be: Hammock Community Conservation Corporation. The abbreviation for the purposes of these Bylaws shall be HCCC.

SECTION B: PURPOSES AND POWERS

The HCCC will have the purposes and powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by law.

1.      The general purposes for which the HCCC is formed are to operate exclusively for such charitable, educational, conservation, and preservation purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1954 or the corresponding provisions of any future federal tax code.

2. The HCCC shall (a) support and assist residents of The Hammock to live in   harmony with their neighbors and with their natural surroundings; (b) alert, inform and educate residents about proposed changes in the community which affect its unique quality of life; (c) encourage and mobilize residents to make their voices heard by decision makers; (d) insure an equal voice for all residents; (e) provide opportunities for communication and community building among residents; (f) sponsor community projects which make a difference; and (g) act as a service provider or manager of public or quasi-public infrastructure on the barrier island.

3.      Another purpose of the HCCC is to promote the conservation, preservation and beautification of the barrier island, and to serve as a vehicle for the community to express their views, desires and concerns to preserve, conserve, protect, maintain and enhance the intrinsic resources within the barrier island.

4.      HCCC shall have the power to apply for, accept, and enter into contracts with governmental and other agencies to administer grants to promote the purposes as stated herein.

5.      No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office.  

6. Notwithstanding any other provision of these articles, the corporation shall not     carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code or the corresponding section of any successor federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code or the corresponding section of any future federal tax code.

SECTION C:  CLASSES OF GENERAL MEMBERSHIP  

Regular Members.  Regular members shall consist of residents of the area stated in the introduction who are at least eighteen (18) years of age and make payment of the annual dues for individuals and households established by the HCCC.  Only regular members shall be eligible to vote on HCCC motions  and officers and  become directors and officers of the HCCC.

Associate Members.  Associate members shall consist of persons not eligible for regular membership who are supportive of the purpose of the HCCC and who make payment of the annual dues for individuals and households established by the HCCC. Associate members shall not vote on HCCC motions or officers or become directors or officers of HCCC. An associate member may become a regular member by a majority vote of the membership at any membership meeting. They must be at least eighteen (18) years of age.

Supportive Organization Members.  Supportive organization members shall consist of groups or organizations which are supportive of the purpose of the HCCC and which make payment of the annual dues for supportive organizations established by the HCCC. Supportive Organization Members shall not vote on HCCC motions or officers or become officers or directors of HCCC.

Business Members.  Business members shall consist of businesses which are supportive of the purpose of the HCCC, and which make payment of the annual dues for businesses established by the HCCC. Business  Members shall not vote on HCCC motions or officers or become officers or  directors of HCCC.

 Meetings. Meetings of the general membership shall occur regularly as determined by the Board of Directors of the HCCC (hereafter the “Board”). Minutes of membership meetings shall be made and shall be available to the membership.

Membership Record. The HCCC shall keep a membership book containing in alphabetical order the name and address of each member.  The membership book shall not be made available for any purpose unless the Board consents thereto.

Termination of Membership.  A majority vote of the regular members at any membership meeting shall be necessary to terminate any membership. The terminated member shall lose all membership privileges and, specifically, regular members will lose the right to vote, among other privileges.

SECTION D:  DUES  

Annual membership dues for individuals, households, businesses, and supportive organizations shall be proposed by the Board and approved by the regular membership at a regularly scheduled meeting of the HCCC or at a special meeting called for that purpose.  Annual dues shall be payable at the January Meeting or such other time as may be determined by the Board.

SECTION E: OFFICES

The principal office of the corporation shall be located at 5652 N. Ocean Blvd., The Hammock, FL. 32137, or at such other locations as the Board may determine. 

SECTION F: BOARD OF DIRECTORS

The business, property, and affairs of the HCCC shall be managed by its Board of Directors.

Number and Term.  The Board shall be composed of nine members. The Board shall be chosen from the regular members and elected by the regular members of the HCCC.  Initially, the Board shall be elected to staggered terms.  Three directors shall be elected for one year terms, a second three directors for two year terms and a third three directors for three year terms.  Thereafter, Board members shall be elected to three (3) year terms to allow for continutiy and experience within the Board. The organizational meeting of the Board shall be held in the first month after the Annual Membership Meeting.

Annual Membership Meeting.  The annual meeting of the HCCC shall be held in January,  the first month of the HCCC’s fiscal year. The Board shall select a date and hour of the day for such annual meeting. Failure to hold the annual meeting at the designated time shall not cause a forfeiture or dissolution of the HCCC.

Vacancies.  Any vacancy occurring in the Board shall be filled by appointment of the HCCC president until an election can be held.

Directors’ Meetings.  Regular meetings of the Board shall be held quarterly at a time and date determined by the Board.  The president may call special meetings of the Board.  A special meeting of the Board also shall be convened upon the written request of a majority of Directors as determined by the secretary of the HCCC.  No less than 24 hours notice shall be given each director of a special meeting.

Membership Access. All meetings of the Board except special meetings shall be open to the general membership. The regular members shall be afforded a reasonable opportunity to provide comment, but shall not be able to vote.

Quorum. The presence of a simple majority of Directors shall be necessary at any meeting of the Board to constitute a quorum to transact business. The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board. 

Voting. At all meetings or acts of the Board, each Director is to have one vote on each item of business. Unless otherwise provided in the HCCC Bylaws, all questions shall be resolved by a majority vote of the Directors present. Proxy votes shall not be permitted.   

Power to Elect Officers.  At the annual Membership Meeting each year the Regular Membership, shall elect a President, Vice President, Secretary and Treasurer from the Board members.

Conflict of Interest.  In order to assure the fairness and reasonableness of all contracts and transactions of the organization, no member of the Board shall vote on any contract or other business transaction in which the Board member, the Board member’s employer, or the Board member’s family has a financial interest in the outcome.  In the event of such a conflict of interest, the member shall abstain from voting and such abstention shall be noted in the minutes with an identification of the member’s conflict.  The member shall not participate in the discussion of the issue, but the member’s presence may be counted for purposes of determining a quorum.

Other Committees or groups.  The Board may at its discretion appoint such committees or working groups as may be necessary.  They may include, but are not limited to:

Finance                     Develops, in conjunction with the treasurer, an annual budget for the organization; reviews the annual treasurer’s report on revenues and expenditures; develops and ensures compliance with administrative procedures for the organization; advises the Board and the president regarding extraordinary expenses of the organization, leasing of property, and selling property of the Corporation

Nominating               There shall be a Nominating Committee of three (3) persons appointed annually by the President.  The Nominating Committee shall propose a slate of directors and officers, comprised of one candidate for each position, at the regular membership meeting immediately preceding the meeting at which elections are to be held.  No member shall be nominated for director or officer without his or her consent.  

The president shall appoint all committee chairpersons.  In the event a vacancy occurs in any chairmanship, the President shall appoint a successor to fill the remaining term.  The committees will report, as appropriate, to the Board.  Committees may be comprised of interested HCCC members appointed by the Board and may include nonvoting members. Committees may make recommendations to the Board for action.

SECTION G: OFFICERS

 Officers. The officers of the HCCC shall be directors, and shall be a President, Vice President, Secretary, and Treasurer and such other officers as the Board may deem necessary and which have been approved by the regular members. The executive committee of the HCCC shall consist of the officers.

Elections The officers shall be elected by the regular members at the Annual Membership Meeting and shall serve until their successor is elected. A slate of nominees, one for each office to be elected, shall be presented by the Nominating Committee. Other nominations may be made by a regular member at the time of the election. A majority vote of regular members present and voting is required for election. Should an officer resign or become unable to serve, the President shall appoint a successor from the directors. Any officer thus appointed shall fill the unexpired term of the officer replaced. No officer shall serve for more than three consecutive years.

President. The President shall preside at all meetings of the membership and of the Board, and be the official representative of the Corporation. He/she has and exercises general charge and supervision of the affairs of the HCCC and shall do and perform such other duties as may be assigned to him/her by the Board. An outgoing President shall automatically become a director of the Corporation for at least one year. The President shall be responsible for assembling the agenda for meetings.

Vice President. At the request of the President, or in his/her absence or disability, the Vice President shall perform the duties and exercise the powers of the president to the extent and in the manner authorized by law.  In addition, the Vice President shall have such other powers as the Board may determine necessary, and shall perform such other duties as may be assigned to him/her by the Board. The Vice President shall ascend to the Presidency should there be a vacancy in that office.

Secretary. The Secretary shall have general charge and supervision of the correspondence of the HCCC to include notification of annual meetings, dues, etc.  The Secretary shall sign such papers pertaining to the HCCC as he/she may be authorized or directed to sign by the Board.  The Secretary shall serve or post all notices/advertisements required by law and by these Bylaws and shall make a full report of all matters and business pertaining to his/her office to the members at the Annual Membership Meeting.  The Secretary shall keep the seal of the HCCC and affix it to all papers requiring a seal.  The Secretary shall make all reports required of him/her by the Board. The Secretary shall prepare and maintain the minutes of membership meetings.

Treasurer.  The Treasurer shall keep the membership record of the HCCC., shall have the custody of all funds, property and securities of the HCCC, subject to such regulations as may be imposed by the Board, and shall submit a financial report at each meeting. When necessary or proper, he/she may endorse, on behalf of the HCCC for collection, checks, notes and other obligations and shall deposit the same to the credit of the HCCC at such bank or banks or other depository as the Board may designate. The Treasurer shall sign all receipts and vouchers and, together with such officer or officers, if any, as shall be designated by the Board, he/she shall sign all checks of the HCCC and bills of exchange and promissory notes issued by the HCCC, except in cases where the signing and execution thereof shall be expressly designated by the Board or by these Bylaws to some other officer, employee or agent of the HCCC.  The treasurer shall make such payments as determined necessary or proper to be made on behalf of the HCCC.  He/she shall enter financial transactions regularly in the HCCC books kept by him/her, shall make a full and accurate account of all monies and obligations received and paid by him/her, for or on account of the HCCC, and shall exhibit such books at all reasonable times to any director after application at the offices of the HCCC or at any meeting.  The treasurer in general shall perform all the duties required by his/her office subject to the control of the Board.  The treasurer may delegate any of his/her duties of routine bookkeeping or other routine responsibilities to any employee or agent of the HCCC without the approval of the Board.  The Board may direct the delegation of any duty of the treasurer to an employee or agent except for the signing of checks of the corporation.

Transfer of Authority.  In case of the absence of any officer of the HCCC, or for any other reason that the Board may deem sufficient, the Board may transfer the powers or duties of that officer to any other officer or any Director,  regular member or employee of the HCCC, provided a majority of the full Board concurs.  

SECTION H: SPECIAL CORPORATE ACTS  

Negotiable Instruments, Deeds and Contracts.  All checks, drafts, notes, bonds, bills of exchange and orders for the payment of money and all deeds, mortgages and other written contracts and agreements that the HCCC is a party to, shall, unless otherwise directed by the Board, or unless required by law, be signed by any two (2) of the following officers who are different persons: president, vice president, treasurer or designated employee.

Dissolution of the HCCC. Upon the dissolution of the HCCC, the assets shall be distributed to one or more exempt organizations as defined in section 501 (c) (3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, which have as one of their purposes the preservation and beautification of The Hammock, Florida. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction of Flagler County, exclusively for such purposes or to such organization or organizations or local governments, as said court shall determine, which are organized and operated for such purposes.

Limits of Financial Obligations.  No part of the net earnings of the HCCC shall inure to the benefit of, or be distributable to the members or officers, except that the HCCC shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the purposes set forth in Section B hereof.  

SECTION I: NONDISCRIMINATION  

In all matters pertaining to the operation of the HCCC, including the selection and appointment of directors and officers, the election of regular members, the employment of staff, the provision of services to eligible persons and the conduct of HCCC business, the HCCC and its directors, officers, agents and employees shall not discriminate against any person on account of age, race, sex, religion, national origin or physical or mental impairment.  

SECTION J: FISCAL YEAR  

The fiscal year of the HCCC shall be the calendar year unless the Board determines otherwise.

SECTION K: DUES AND FINANC E  

The Board shall not incur any indebtedness on the part of the HCCC in excess of the money in the hands of the treasurer, unless such indebtedness shall be first authorized by seven or more members of the Board.  

SECTION L: RULES OF ORDER; REMOVAL OF DIRECTOR OR OFFICER  

The current “Robert’s Rules of Order” shall be the parliamentary authority for all meetings and matters of procedure specifically covered by these Bylaws.  The Board by majority vote may suspend such rules of procedure for any meeting or portion of a meeting the Board deems appropriate.

Any Director or Officer may be removed from the Board or any office by a simple majority vote of the total Board, present in person at any regular or special meeting called for that purpose, whenever in the Board’s judgment the best interests of the HCCC would be served thereby.  Any such director or officer proposed to be removed shall be entitled to appear before and be heard at such meeting, at which time, he/she may present such witnesses and make such defenses as he/she shall deem advisable.  Failure to attend three consecutive meetings without valid excuse shall result in automatic removal from office, including Board membership.  The seat shall be deemed vacant and a successor shall be appointed as provided in these Bylaws 

SECTION M:  AMENDMENTS TO BYLAWS  

The Bylaws of the Corporation shall only be changed by a two thirds vote (rounded to the nearest whole person) of the regular membership present at the meeting. The changes shall be read to the membership at one meeting and voted on at the next following meeting.  There must be at least a thirty (30) day time period between the two meetings.  

We, the undersigned, hereby certify that the foregoing Bylaws were duly adopted as revised by the HCCC at a meeting duly held and called on September 12, 2006.

By: ____________________________ ,   Attest: ______________________________

            President                                                                   Secretary