By-Laws

HENDERSON CREEK
CLUB'S
By-Laws

ARTICLE I - NAME

This Corporation shall be known as HENDERSON CREEK CLUB INC., (HCC) a not-for-profit Florida Corporation.

ARTICLE II - OBJECTIVES

The objectives of this Corporation are as follows:

To promote the social recreation of the Members, to act as a guiding body in the regulation of affairs of Henderson Creek Club and to furnish the facilities, wherever possible for the best interests of its Members.

ARTICLE III - MEMBERSHIP

Section 1 -- Active Voting Members

Active Voting Membership is limited to those who own a house and lot in Henderson Creek Park. They shall have voting rights. They shall pay an initiation fee and annual Membership dues upon becoming Active Voting Member.

The amount of both dues and initiation fee shall be determined each year by the Board of Directors, according to the needs of the Corporation.

Active Voting Members are permitted to attend any regular or special meeting or the Board of Directors. But have no vote in the decisions of the Board of Directors. Admission to Active Voting Membership becomes effective upon full payment of dues and initiation fee. If during the term of Membership a house is destroyed by fire or by an “Act of God”, Membership in the Club continues. However, the house must be replaced within 2 year from the date of occurrence. Any past Active Voting Member of Henderson Creek Club who wishes to rejoin must apply as a new member.

Section 2 -- Death of Active Voting Member

The death of an Active Voting Member shall entitle his or her spouse to be treated as a Member as long as he or she may wish to remain a

Member.

Section 3 -- Termination of Membership

When an Active Voting Members no longer owns a house and lot in Henderson Creek Park, his Active Voting Membership automatically terminates without refund of dues.

Section 4 -- Expulsion of Active Voting Member

An Active Voting Member may be expelled by a majority vote of the membership present at any duly convened Membership meeting for failure to comply with the Articles of Incorporation, Bylaws or any duly adopted policies, rules or regulations of the Corporation, Provided that a thirty (30) day notice shall have been given to such Active Voting Member, setting forth the intention to propose his expulsion, the specific reasons therefore and the right of the Active Voting Member to appear and be heard in person or by counsel at the meeting at which such expulsion shall be proposed.

Section 5 -- Payment of Dues

A. Annual dues are due on or before January 1st of each calendar year. If not paid at that time, Membership has expired. The person with Board of Directors approval can remain a member by paying a late fee as determined by the Board of Directors and the annual Membership fee. If the Member’s dues are not paid by January 15th the person must rejoin as a new member providing they meet all (New) Membership requirements and dues are retroactive to January 1st.

B. After the beginning of the fiscal year when a first time member joins the Corporation he/she pays only the dues for each month remaining of that year.

ARTICLE IV -- CLUB AFFILIATE

Definition - Club Affiliate cannot own a house and lot in Henderson Creek Park

Section 1 -- Admittance

All persons approved as Club Affiliates are entitled to admittance to the Henderson Creek Club and to partake in all club activities, including pool, spa, shuffleboard and the use of the boat ramp.

Section 2 -- Voting Rights

Club Affiliates shall have no voting rights, may not hold office and shall not be permitted to nominate a person for any office in HCC. Club Affiliates can not serve as chairman of a committee, but can serve on a committee if appointed by the Board of Directors.

Section 3 -- Term

Club Affiliates dues expire on December 31st of each year and must be renewed before January 1st of each year with Board of Directors Approval. If dues are not paid January 1st refer to Article III, Section 5 -- Payment of Dues.

ARTICLE V -- USE OF THE CLUB FACILITIES

Section 1 -- Seasonal Renter

Those who rent or own property in Henderson Creek Park who are not Club Affiliates or Seasonal Renters have no access to Club facilities and may not be brought as guest by any Member except to paid function.

Property Owners who want to rent seasonally

Must pay monthly rental scale.
Rentals must be for one (1) month minimum
A rental is limited to six (6) months in any calendar year. Does not have to be consecutive

Tenant’s photo ID (copy of driver's license) must be on file in Club along with references submitted by applicant.

ARTICLE VI -- MEETING OF MEMBERS

Section 1 -- Annual Meeting

The Corporation shall have at least one (1) Membership meeting per year for the purpose of electing Members to the Board of Directors and conducting any other business. This meeting shall be held at 18 Sonderhen Circle, Naples, Florida on the second Monday in February.

Section 2 -- Special Meetings

Special Meetings may be held at the call of the President or by written request of four (4) Members of the Board of Directors. If it is necessary to hold a Special Meeting during the summer months, the winter resident Active Voting Members shall be canvassed for their proxy and only the subject matter contained in the proxy shall be the business of that Special Meeting.

Section 3 -- Notice

At least twenty (20) days notice in writing of each Meeting whether Annual or Special, shall be posted at the Club recreation building.

Section 4 -- Order of Business

Order of business at the Annual Meeting:

Roll Call
Reading of Notice of Meeting
Reading of Minutes of previous Meeting
Report of President
Report of Treasurer
Report of Secretary
Report of Committees
Election of Directors
Transaction of other business mentioned in the Notice
Adjournment

Section 5 -- Quorum

A. Annual Meeting: Thirty percent of the Active Voting Members shall constitute a quorum for the transaction of business, but if at any meeting there shall be fewer than a quorum, a majority of those present may adjourn the meeting.

B. Special Meetings: A majority of the active Voting members at a Special Meeting shall be the total of the Membership present at the Special Meeting convened at the Clubhouse and total absentee ballots returned to the secretary from Members away from Henderson Creek Park.

Section 6 -- Voting

Every Active Voting Member of the Corporation in good standing shall have the right and shall be entitled to only one (1) vote upon every proposal properly submitted at any meeting of the Corporation. This vote may be cast in person, by absentee ballot or by proxy in writing, submitted to the secretary of the Corporation before or at the time of any meeting. A spouse shall be deemed to hold a proxy for the purpose of voting.

ARTICLE VII -- OFFICERS

Section 1 -- Officers

The officers of the Board of Directors shall be the officers of this Corporation. They shall consist of a President, First Vice-President, Second Vice-President, Secretary and Treasurer, all of whom shall be an active voting member for at least one year before running for the board of Directors and must be a member of the Board of Directors for one calendar (EIRI except in rare instances) year before running for president. Each officer shall be elected yearly for Board positions.

Section 2 -- President

A. The President shall:

Preside at all meetings of the Board of Directors and at all meetings of the Executive Committee.
Appoint all Committee Chairmen, with the exception of the Executive Committee.
Be a member ex-officio of all Committees.
Be Chairman of the Executive Committee.
Perform all other duties usually pertaining to the office of President.

Section 3 -- First Vice President

A. The First Vice President shall:

Preside at all meetings of the Board of Directors and at all meetings of the Executive Committee in the absence of the president.
Be a member of the Executive Committee.
Perform all such other duties usually pertaining to the office of the First Vice President.

Section 4 -- Second Vice-President

A. The Second Vice-President shall:

Preside at all meetings of the Board of Directors and at all meetings of the Executive Committee in the absence of the President and First Vice-President.
Perform all such other duties usually pertaining to the office of President or First Vice-President in the absence of both.

Section 5 -- Treasurer

A. The Treasurer shall:

Be custodian of all funds and securities of the Corporation and collect interest thereon.
Keep a record of the accounts of the Corporation and report thereon at each regular meeting of the Board of Directors.

Report at the annual meeting and special reports when requested.

Deposit all monies of the Corporation in the name of Henderson Creek Club Inc. in a bank or banks selected and designated by the Board of Directors, subject to withdrawal for authorized purpose, upon the joint signatures of two of the officers of the Corporation, one of whom shall be the Treasurer and the other shall be the president board member designated by a board vote. of whom shall be the President or another designee.
Give bond in such amount as the Board of Directors may require the Corporation to pay the premium for such bond.
Prepare and file reports and returns required by all Government agencies.

B. All Securities and other valuable papers shall be placed in a safety deposit box or vault, designated by the Board of Directors, which may be opened only upon the signature of an officer of the Corporation, who shall be the Treasurer and /or the President or First Vice-President.

C. The Treasurer’s account and the bookkeeper's records may be audited annually by a firm of certified public accountants at the expense of the Corporation, if the Board so directs.

D. The Treasurer shall before each annual meeting, post on the Club bulletin board at least five (5) days prior to the annual meeting, a budget of expenditures for the Club for the ensuing year. This budget should be realistic and forecast the expenditures to his/her best ability. The budget will be included in the Treasurer’s annual report and must be approved by a vote of the majority of active Voting members present at the Annual Meeting. After approval of the budget, it is the Treasurer’s duty to see that expenditures are kept within reasonable bounds of this budget. The limit of capital expenditures, above that which is budgeted for any Committee, is fifty ($50) dollars. The limit of capital expenditures not included in the budget for the Board of Directors is One Thousand ($1000) dollars. Any Expenditures above this amount must be approved by a majority vote of the Active Voting Members.

E. It shall be the responsibility of the Treasurer, with the assistance of the Board of Directors, to purchase all necessary liability, fire, theft etc. insurance for the Corporation.

Section 6 -- Secretary

The Secretary shall:

Record the minutes of all meetings.
Write up the minutes the day following the meeting.
Confer with the President for possible omissions.
Send duplicate copy of minutes to the President.
Have custody of the seal of the Corporation
Give notices of all meetings required by Statutes, Bylaws or Resolutions.
Take attendance record at meetings.
Maintain Committee reports.
Carry on all necessary correspondence of the Corporation.
Perform such duties as may be delegated to him/her by the Board of Directors and the Executive Committee.

ARTICLE VIII -- BOARD OF DIRECTORS

Section 1 -- Number and Term of Directors

The business, property and affairs of this Corporation shall be managed by Board of Directors composed of five (5) people who shall be Active Voting Members of this Corporation. Each Director shall hold office for the term for which he/she is elected and until his/her successor is elected and qualified.

Section 2 -- Election of Directors

At all Annual Meetings a Director or Directors shall be elected by the Active Voting Members for a term of three (3) years, to succeed the Director or Directors whose terms are expiring as determined by the current Board of Directors. A Director may succeed himself, if elected.

Section 3 -- Qualifications

The Directors shall be Active Voting Members of Henderson Creek Club, Inc.

Section 4 -- Duties of the Board of Directors

The Board of Directors shall transact the business of Henderson Creek Club, Inc. It shall determine the policies and fix fiscal matters, employment of staff and other personnel policies; and, in general, assume responsibility for the guidance of affairs of the Corporation. A Director shall be required to use his/her best efforts on behalf of the Corporation, but shall not be held liable for any act or omission unless willfully or grossly negligent. The Corporation shall defend any suit brought against a Director while conducting, in good faith, the business of Henderson Creek Club Inc.

Section 5 -- Quorum

The majority of all the Directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority of Directors at a meeting shall be the act of the Board of Directors.

Section 6 -- Time of Meeting

The Annual Meeting of the Board of Directors shall be held immediately following the Annual Meeting of the Members each year, at such times thereafter as the Board of Directors may fix and at other times upon the call of the President or by four (4) of the Directors. The Secretary shall give notice of each Special Meeting to each Director not less than five (5) days before the meeting unless each Director shall waive notice thereof before the meeting.

Section 7 -- Vacancies

Vacancies in the Board of Directors shall be filled by election by the remaining Directors. Each person so elected shall fill the unexpired term of the Director they are replacing.

Section 8 -- Power to Elect Officers

The Board of Directors, at their Annual Meeting, shall elect a President, First Vice President, Second Vice President, a Secretary and a Treasurer. The Board of Directors shall have the power to appoint such other Officers and employees as the Board may deem necessary for the transaction of the business of the Corporation. The Board shall have the power to fill any vacancy in any office occurring for any reason whatsoever.

Section 9 -- Removal of Directors, Officers and/or Employees

Any Director, Officer and/or employee may be removed by the Board of Directors. This requires the unanimous vote of the Board,

excepting the vote of the Member involved. Only one (1) Board member may be removed during one (1) voting. Failure to attend three (3) consecutive meetings without a valid excuse shall constitute cause for the removal of a Director.

Section 10 -- Delegation of Powers

For any reason deemed sufficient by the Board of Directors, the Board may delegate any power or duty of any Officer or Director to any other Officer or Director.

Section 11 -- Power to Appoint Executive Committee

The Board of Directors shall have the power to appoint an Executive Committee.

Section 12 -- Investments

All investments of funds of the Corporation shall be first approved by the Board of Directors and the Finance Committee.

Section 13 -- Annual Reports

The President and Treasurer shall present their respective reports of the operation of the Corporation for the preceding year at the Annual Meeting of the Board of Directors and the Membership Meeting.

ARTICLE IX -- COMMITTEES

Section 1 -- Executive Committee

The Executive Committee shall be composed of the Officers of the Corporation. This Executive Committee Shall have authority to take action in emergencies arising between Board Meetings where action is required and is not of such a nature that a Board Meeting is necessary.

Section 2 -- Standing Committees

The President, within one (1) month of election to office, shall appoint the Chair of each standing Committee. The President may name special committees as the need arises. The Standing Committees shall include the following:

A. Finance Committee:

The Finance Committee shall consist of three (3) or more members of the Corporation. It shall study and know the needs of the Corporation and assist the Treasurer in preparing a budget. It shall devise the ways and means of financing the capital improvements and operating funds. It shall pass upon all major expenditures within the limits of the
Board of Directors of the Corporation, recommending to the Board for their approval or disapproval.

B. Building and Grounds Committee

This Committee shall be responsible for the planning, upkeep and maintenance of the grounds, building and equipment. It shall plan for future expansion and shall develop and utilize all existing facilities. It shall cooperate with the Executive Committee relating to the maintenance of the Corporation, including the equipment therein contained. It shall recommend for approval the buying of new equipment, supplies and furnishings. It shall recommend necessary repairs and authorize the emergency repairs. The number of persons on this Committee shall be determined by the Committee Chair.

C. Membership Committee:

It shall be the duty of this Committee to investigate all applications for membership and to report thereon to the Board with it recommendations as to each candidate.

D. Civic Action Committee:

This Committee shall be responsible for the Park restrictions. It shall cooperate with the Board of Directors and County Officials to see that these restrictions are enforced.

E. Entertainment:

Develop an entertainment program which will provide recreation for all members.

ARTICLE X -- FISCAL YEAR

The fiscal year of the Corporation shall be the calendar year.

ARTICLE XI -- AMENDMENTS

The Active Voting Members may later amend, revise, add to, repeal or rescind these Bylaws and/or adopt new Bylaws at pleasure by a majority vote of all the Active Voting Members, provided that notice of the proposed alteration, amendment, revision, addition, repeal or rescission of the Bylaws or adoption of new Bylaws shall have been given at least thirty (30) days preceding the meeting.

ARTICLE XII -- CORPORATE SEAL

The Board of Directors shall provide a suitable seal containing the name of the Corporation and the words “Corporation Not For Profit” which seal shall be in the charge of the Secretary. The seal of the Corporation must be affixed to all Certificates of Membership and other documents, contracts and papers as the Board of Directors may prescribe.

Current Bylaws revised 2/10/2020 (Website Version)

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