SECOND AMENDED AND RESTATED BYLAWS of the El Cid Historic Neighborhood Association, Inc.
Revised March 5th 2015
The El Cid Historic Neighborhood Association, lnc., hereafter called El Cid, is a non-profit educational organization serving the resident of the El Cid historic neighborhood and other residents of the City of West Palm Beach and Palm Beach County, Florida. El Cid shall sponsor and support lectures. public forums. workshops. discussion,research, publication, special programs, and other activities to educate residents, government official, and other organizations on public issues such as the unique character of El Cid historic neighborhood, public safety, neighborhood concern , and government operation and services.
El Cid hall hold regular meetings and publish a regular newsletter to keep Members informed about historic pre ervation and other is ues that affect their homes, the neighborhood, and the community.
El Cid shall cooperate. as far as possible. with the City of West Palm Beach and other organizations to help convey important infomation to Members.
El Cid, as far as possible, shall help Members to inform the City of West Palm Beach and other organizations about Members needs. concerns. and opinions.
El Cid shall operate in any other manner for uch charitable and educational purposes as will qualify it as an exempt organization under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corre ponding provision of any future United States Internal Revenue Code.
No part of the net earnings of El Cid shall inure to the benefit of or be distributed to its Members Director.
Officers or other private persons, except that El Cid shall be authorized and empowered to make reasonable compensation for services rendered and to make payments and distributions to ftuther the purposes set for in these by-laws.
No substantial part of the activities of El Cid shall be the carrying on of propaganda. or otherwise attempting to influence legislation, and El Cid shall not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.
The purposes for which El Cid is organized are exclusively religious, charitable, scientiti, literary, and educational within the meaning of section 50l(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United tales Internal Revenue Code.
Notwithstanding any other provision of these articles, this organiwtion shall not carry out any activities not permitted to be carried out by an organization exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision of any future United States Internal Revenue Code.
There Shall be three (3) types of membership in El Cid:
1. Regular Members shall have full voting rights; can serve as Officers and Directors, can chair committees; shall receive all
newsletters, meeting notices, and other communications, and can participate in all other activities.
2. Associate Members cannot vote, cannot serve as Officers and Directors, cannot chair committees, but shall receive all
newsletters, meeting notices and other communications. and can participate in all other activities.
3. Business/Merchant Members-Businesses are eligible for Business/Merchant Membership and will be entitled to the same
benefits as Associate Members.
Regular Membership in El Cid shall be open to all persons who are eighteen (18) years of age or older who:
I. permanently reside in a legal residence, as detemuned by the City of West Palm Beach. within the area bounded:
a.on the north by a line running along the northern boundaries of the Ann Norton Sculpture Gardens and the properties on the
north side of Flamingo Drive, extending west to south Dixie Highway;
b.on the south by a line running along the southern boundaries of the properties on the south side of Dyer Road, extending
west to South Dixie Highway;
c.on the east by the western edge of Lake Worth; and
d.on the west by the eastern side of South Dixie Highway; and
2. pay the annual dues; and
3. provide their names, mailing addresses, their email addresses (if, with respect to each particular Regular Member, such Regular
Member consents to receiving electronic notices) and legal residence addresses in El Cid.
No household shall have more than two Regular Members, and only one Membership per individual. The Associate Membership or Business/Merchant Membership (as applicable) in El Cid shall be open to all per on who:
I. pay the annual dues, and
2. provide their names, mailing addresses, and their email addresse (if, with respect to each particular Associate Member or
Business/Merchant Member, such Associate Member or Business/Merchant Member consents to receiving electronic notices) to
Membership in El Cid begins as soon as the Membership requirements are met, and expires at the end of each calendar year, unless the Member pays annual dues for the following year on or before January 1 and meets the other qualifications for membership.
The amount of the annual dues for the coming calendar year shall be determined by vote of the Board of Directors no later than November 1 of each year. and the Members shall be informed no later than December 1. Dues paid on October 1 or later cover membership through the following calendar year.
MEETING OF MEMBERS
The Members shall meet at such time and place as is designated by the Board of Directors.
The Members shall meet not less than once per calendar year and the Annual Business Meeting shall qualify as
a meeting of the Members. All Members shall be notified of the time and place of each meeting of the Members. Except in unusual circumstance , all business shall be conducted at regular meetings.
Each Regular Member shall be entitled to one vote. The vote of a simple majority of the Regular Members present at any meeting shall be sufficient to conduct business. The person chairing the meeting shall determine the method of voting; however. upon the demand of any Regular Member, the vote on any issue shall be by written secret ballot.
Any Regular Member may vote at any meeting of the Members, either in person or by proxy. Any Regular Member may appoint a proxy to vote or otherwise act for such Regular Member by signing an appointment form. A photographic, photostatic or equivalent reproduction of an appointment form hall be deemed to be a sufficient appointment form.
The Annual Business Meeting of El Cid shall be held each year in January, at the regular time and place if possible. At the Annual Business Meeting the Regular Members shall elect Officers and Director for the coming year. and transact such other business as shall properly come before them.
The President or a majority of the Board of Directors may call special meetings of the Membership. The President must call a special meeting of the Membership to be held within thirty (30) day upon written petition from twenty percent (20%) of the Regular Members.
The Board of Directors shall mail or (with respect to each Member who has consented to receicing electronic notices) electronically deliver a meeting notice to each Member. at thelast known mailing address ( or, as applicable, email address), at least ten (I 0) days before the Annual Business Meeting,before each regular meeting, and, whenever possible, before each special meeting. The notice for each meeting shall contain a Iist of the major business to be transacted at the meeting. The notice of the Annual Business Meeting shall contain the name and addresses of those nominated for each position on the Board of Directors.
OFFICERS AND DIRECTORS
The Board of Directors comprised of the Officers and the Directors shall govern El Cid and manage its business
and affairs. The Board of Director shall detemline which project and policy decisions must be approved by vote of the Regular Members. No Member shall undertake any signilicant project or policy statement on behalf of El Cid without formal authorization from the Board of Directors, and the knowledge of the Members.
The total number of Officers and Director constituting the Board of Directors shall be no more than eleven (11) and not less than seven (7): Officer shall be members of the Board of Directors. Officers include the President, Vice-President, Secretary. and Treasurer. The Officers and Directors shall serve without compensation. No person may hold more than one elected position at a time. The Board of Directors may, from time to time, elect an additional individual to serve as an alternate Director. In the event that a vacancy occurs on the Board of Directors with respect to a Director who is also not an Officer and the Board of Directors has, prior to the occurrence of such vacancy, so elected an alternate Director, such alternate Director shall immediately and automatically become a Dircector and shall fulfill the duties of a Director until the Regular Members elect a successor to the Director with respect to whom such vacancy has occurred. Unless and until an alternate Director has, as contemplated by the immediately foregoing sentence, become a Director as a result of a vacancy on the Board of Director occurring with respect to a Director, who is not also an Officer. (a) no such alternate Director shall have any right to vote and (b) no such alternate director shall have any obligation to attend any meeting.
To manage the business and affair of El Cid, the Board of Director hall hold regular and pecial meetings at time and places detern1ined by the Board of Directors. Except in unu ual circumstances, all busine hall be conducted at regular meetings.
The Board of Directors may authorize any Officer or Officers, employee or employees, or agent or agents to enter into any contract or other instrument, or execute and deliver any contract or other instrument, in the name of and on behalf of El Cid, and such authority may be general or confined to specific instance . Unless authorized to do so by these Bylaws or the Board of Directors, no Officer. agent. or employee shall have any power or authority to bind El Cid by any contract or engagement, or to pledge El Cid’s credit, or to render EI Cid liable pecuniarily for any purpose or in any amount.
Two signatures shall be required on each check drawn on an EI Cid account. The President, Vice President, and Treasurer shall be eligible to sign checks.
The Board of Directors may purchase liability insurance.
All Regular Members are welcome to attend all meetings of the Board or Director, and to participate in the discussion of issues at the discretion of the Board of Director . The Board of Directors hall notify all Regular Members of the time and place of each regular meeting of the Board of Directors, and, when possible, shall notify the Regular Members of the time and place of special meetings.
Each Officer and Director (other than, for the avoidance of doubt, any alternate Director) shall be entitled to one vote at meetings of the Board of Directors. Any Officer or Director may attend any meeting of the Board of Directors telephonically or electronically. quorum consisting of at least half of the members of the Board of Directors shall be required to conduct business.
Any Officer or Director who misses three (3) consecutive meetings of the Board of Directors, without any such absences being excused by the President, shall be deemed to have resigned from the Board of Directors.
The titles and duties of the Officers and Directors are as follows:
1. President-the President"s power and duties are:
a.to serve as the principal executive officer of EI Cid, and supervise and control all activities. The President shall have first
option to preside at all meetings of the Membership and of the Board of Directors.
b.to handle timely all correspondence necessary to accomplish the business of El Cid.
c.to appoint a nominating Committee.
d.to create any committee or appoint any number of individuals he or she deems necessary for the proper functioning of El Cid;
e.to be an authorized signer of checks;
f.to authorize all media releases, official statements, and policy statements;
g.to call emergency meetings of the Board of Directors or of the general Membership:
h.to appoint interim members of the Board of Directors to fill vacancies until a pecial Election is held; and
i.to provide other such services as are necessary.
2. Vice-President-The powers and duties of the Vice-President are:
a.the same as those of the President in the President"s absence. or when the President assigns him or her presidential duties;
b.to be an authorized signer of checks; and
c.to provide other such services as the President may assign.
3. Secretary-The powers and duties of the Secretary are:
a.to record the minutes of all meetings of the Membership and of the Board of Directors:
b.to maintain copies of all written records originated or received by El Cid:
c.to provide Regular Members with access to the record of El Cid, after reasonable notice. and at a time and place convenient
to the Secretary and to the inquiring Regular Member:
d.to provide other such services as the President may assign.
4. Treasurer-The powers and duties of the Treasurer are:
a.to maintain all financial records of El Cid (and each Member shall have the right, upon fifteen
(15) days prior written notice to the Treasurer, to inspect such financial record ):
b.to conduct all financial transactions for El Cid, under the direction of the Board of Directors:
c.to serve as a custodian of El Cid's funds. and deposit them in the banks or other financial institutions approved by the Board
d.to receive and record membership dues;
e.to maintain a current up-to-date list of current Members;
f.to notify all Members of the amount of dues and the time for payment,
g.to be an authorized signer of checks;
h.to prepare an annual financial report and deliver it to the Members at the Annual Business Meeting, and to prepare other
financial reports when instructed to do so by the Board of Directors; and
i.to provide other such services as the President may assign.
5. Director-The powers and duties of the Directors shall be to represent the interests of the Regular Members, and provide other
such services as the President may assign.
ELECTION OF OFFICERS AND DIRECTORS
Each Officer and Director must be a Regular Member of EI Cid.
No later than November 1 of each year, the nominating Committee shall provide the President with a list of nominees to serve as Officers and as other Directors. In making these nominations, the Nominating Committee shall consider the varied interests of the members of the El Cid Historic Neighborhood Association. the nominees' general character, and any other relevant factor. The Nominating Committee may solicit and accept recommendations from any Member of El Cid.
Any Regular Member may nominate him or herself. or any Regular Member, to any office by providing written notification to the Board of Directors no later than December 1 of a particular year. The nominee’s written acceptance of the nomination must accompany the notification.
The Board of Directors shall deliver an election notice to the last known address of each Regular Member of El Cid at least fifteen (15) days before any election. That notice shall contain the names and addres es of each nominee for office. and the time and place of the election.
If there is no nominee for a position, at the annual membership meeting any Member may make nomination from the floor.
Voting for the Officers and Directors shall take place at the Annual Business Meeting. At each Annual Business Meeting, the Regular Members shall elect no fewer than seven (7) nor more than eleven (11) Directors (including, for the avoidance of doubt, the Officers). At each Annual Business Meeting, each Regular member may vote for a candidate for (a) each of the following four (4) offices: President, Vice-President., Secretary, and Treasurer, and (b) the following number of candidates for the seats on the Board of Directors that are in addition to such seats on the Board of Directors as are to be held by such four ( 4) Officers: the lesser of five (5) and the total number of candidates for such seats on the board of Directors (which total number of candidates for additional seats on the Board of Directors shall, for the avoidance of doubt, in no event be fewer than three (3)).
Subject to Article VII of these Bylaws, the Officers and Directors shall take office and serve as follows:
1. the President shall become President the day following the Annual Business Meeting of each year, and serve until the day
following the next Annual Business Meeting, or until his or her successor assumes office. The President shall not serve more
than two full consecutive terms as President.
2. a new Vice-President, Secretary. Treasurer, and Directors shall be elected at the Annual Business Meeting in each year, and take
office the following day. They shall serve until the day following the next Annual Business leeting, or until their successors
assume office. The Vice-President, Secretary, Treasurer. and Directors may be elected to serve consecutive terms, without limit.
In the event the outgoing President does not run for reelection. the outgoing President shall serve as a Director - without
standing for election, if willing to serve and if available. In the event the outgoing President announces prior to the Annual
Business Meeting that he or she will not be willing or available to serve, Director #5 will be elected along with the other Directors
at the Annual Business Meeting.
Vacancies on the Board of Directors shall be filed as follows:
I. If the President vacates, or becomes ineligible to hold, his or her position before the end of the term, then the Vice-President
shall complete the term. In the event that the Vice-President does not agree to serve as President upon the President vacating,
or becoming ineligible to hold, his or her position before the end of his or her tern,. the remaining Directors shall elect a new
President, to serve until the end of such term.
2. If a vacancy on the Board of Directors, other than a vacancy with respect to the President, occurs, as a result of the resignation, r
removal or death of a Director, before the end of the tern, then the President shall, as soon as possible, appoint an interim Officer
or Director to fulfill the duties of the position until the Regular Members elect a successor; provided, however, that,
notwithstanding anything to the contrary in this sentence, the remaining Directors (including the President) may, at any time prior
to the Regular Members electing such successor. elect, to serve in such position, an individual other than the individual so
appointed by the President, and such individual so elected by such remaining Directors shall, effective upon such election and
until the Regular Members o elect a ucce or. replace the individual so appointed by the President. Notwithstanding anything to
the contrary in the immediate foregoing sentence, (a) the immediately foregoing sentence shall only be applicable if no alternate
director has been selected by the Board of Directors in accordance with Article V of the Bylaws and (b) in the event that an
alternate Director has been selected by the Board of Directors in accordance with Article V of these Bylaws, such alternate
Director shall fill any such vacancy on the Board of Directors.
3. If one or more vacancies on the Board of directors, other than a vacancy with respect to the President. occurs as a result of the
Board determining that the number of Director shall be increased, then the Regular Members may (but shall not be required to),
at the next regular meeting of the Mlembership, elect a Director to fill such vacancy or vacancies.
REMOVAL OF OFFICERS AND DIRECTORS
The election of any Officer or Director may be rescinded, with or without cause, upon a majority vote of the Regular Members present at a special meeting held for that purpose. The recall must be initiated by a majority of the Board of Directors or by petition of thirty-three percent (33%) of the Regular Members. Within fortyfive ( 45) days after receiving such a petition, the Board of Directors shall hold a special meeting for the purpose of conducting a vote to rescind the election. At least fifteen (15) days before the special meeting, the Board of Directors shall deliver a notice of the special meeting, and its purpose, to the last known address of each Regular Member of El Cid.
The Bylaws may be amended or repealed in whole or in part by a sixty-seven percent (67%) vote of the Regular Members present at any regular meeting of the Membership. Notice of the proposed change shall be delivered to each Regular Member with the notice of the meeting.
The rules contained in the most recent revision of Robert's Rules of Order shall govern the Members and the Board of Directors in all cases in which they are applicable, provided that they do no conflict with El Cid's Articles of Incorporation, these Bylaws, or with any pertinent laws.