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By-Laws
Article One -
Name
Article Two -
Principal Office
Article Three - Purposes
Article Four - Membership
Article Five - Dues
Article Six - Meetings of Membership
Article Seven - Board of Directors
Article Eight - officers
Article Nine - Committees
Article Ten - Elections
Article Eleven - Amendments
Article Twelve - Liabilities
Article Thirteen - Fiscal Year
Article Fourteen - Dissolution
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By-laws
ARTICLE ONE - NAME
The
name of the organization shall be the Kiawah Property Owners
Group, Inc. (hereafter called “KPOG” or the “organization”), a
nonprofit corporation formed under the laws of the State of South
Carolina.
ARTICLE TWO - PRINCIPAL
OFFICE
The
principal office of KPOG shall be located on Kiawah Island,
South Carolina. KPOG may have such other offices as the Board of
Directors (hereafter called “Board”) may from time to time
designate.
ARTICLE THREE - PURPOSES
The
purposes of KPOG are:
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To
represent the members' key concerns regarding Kiawah Island.
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To
study significant issues related to Kiawah Island and to report to
the membership the results of these studies.
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To be
an effective advocate for the membership in the development and
governance of Kiawah Island, while respecting the rights and
responsibilities of the Town of Kiawah Island, the Kiawah Island
Community Association, the developer, and the resort owner.
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To
communicate with these entities in order to provide them with
KPOG’s studies, concerns, and points of view.
ARTICLE
FOUR - MEMBERSHIP
A.
Qualifications for Membership
KPOG shall be a membership organization. To qualify for membership,
an individual must;
1. own, directly or indirectly, an interest in a
subdivided parcel of real property on Kiawah Island, South Carolina
that is intended as a site for or in use as a single family dwelling
unit (such as a detached dwelling, townhouse, garden home (patio or
zero lot line), condominium unit, or cooperative apartment), or
2. rent and reside in such a single family dwelling unit for a
minimum of nine (9) months during KPOG’s fiscal year, or
3. permanently reside, at the same address, with an individual
meeting the requirements of subparagraph A.1 of this Article Four.
B.
Membership
Membership shall be conferred on individuals meeting the
requirements of paragraph A of this Article Four who elect to join
KPOG and pay the annual dues established pursuant to Article Five. A
single membership may be in the name of more than one individual
residing at the same address, provided that at least one of the
individuals qualifies for membership under paragraph A of this
Article Four. No individual may hold more than one membership.
Membership is renewable annually and runs concurrent with KPOG’s
fiscal year.
C.
Voting
1. Subject to subparagraphs (2) and (3) of this paragraph 4C each
membership shall be entitled to one vote on such business as may be
transacted at any meeting of the members.
2. Where a single membership is held in the name of more than one
individual, the individual whose name appears first on the
application for membership shall be deemed to control the
membership’s vote in the event of a dispute.
3. A membership shall be entitled to only one vote, regardless of
the number of qualifying parcels of real property the individual(s)
comprising the membership may own and/or rent.
D.
Termination
of Membership
Membership shall terminate upon nonpayment of dues, upon failure
to continue to qualify for membership under the terms of paragraph A
of this Article Four, or upon KPOG’s receipt of a written, voluntary
withdrawal from membership. The member may continue to receive
TALK and any other KPOG publications through the end of the term of
the paid membership but is not eligible to vote on membership
matters.
ARTICLE FIVE - DUES
Memberships shall pay annual dues in such amount as shall be
determined by the Board.
ARTICLE SIX -
MEETINGS OF MEMBERSHIP
A. Types of Membership Meetings
1. Annual Meeting of the Membership.
There shall be an Annual Meeting of the KPOG membership during the
month of February of each year, for the purposes of election of
Directors and Officers, the receipt of reports, and the transaction
of such other business as may properly come before the membership.
The Board shall determine the place of the meeting.
2. Special Meetings of the Membership.
The President or Board may call Special Meetings of the KPOG
membership at any time. A Special Meeting must be called on the
written request of members constituting not less than ten (10)
percent of the total number of memberships. The Board shall
determine the place of the meeting.
B. Notice of Membership Meetings
Notice of meetings shall be personally delivered, electronically
delivered, or mailed by first-class mail, postage prepaid, to the
address of each membership as recorded in the membership records of
KPOG.
1. In the case of the Annual Meeting, notice shall be sent at least
fifteen (15) days before the time appointed for the meeting. The
meeting notice shall include the slate of Directors and Officers
proposed by the Nominating Committee.
2. In the case of Special Meetings, notice shall be sent at least
ten (10) days before the time appointed for the meeting. The notice
of Special Meetings shall state the purpose of the meeting, and the
business to be transacted shall be limited to the stated purpose.
C. Quorum; Adjournment
and Resumption of Membership Meetings
1. At any meeting of the membership,
the presence (either in person or by proxy) of memberships
constituting five (5) percent of the total number of memberships
shall constitute a quorum. If fewer than this number are present,
the Presiding Officer may adjourn the meeting from time to time
until a quorum is present. If such meeting shall be adjourned by
reason of the lack of a quorum, then, at such time as the meeting
resumes, the presence (in person or by proxy) of ten (10)
memberships shall constitute a quorum. Notice of such resumed
meeting shall be personally delivered, electronically delivered, or
mailed by first-class mail, postage prepaid, to the address of each
membership as recorded in the membership records of KPOG, at least
five (5) days before the time appointed for the meeting. The notice
shall specifically state that the quorum requirement will be met by
the presence (in person or by proxy) of ten (10) memberships. The
Board shall determine the place of the meeting.
2. The act of a majority of the memberships present and voting
(either in person or by proxy) at any meeting of the membership
where there is a quorum will be the act of the full membership.
D. Proxies
At
any meeting of the membership, memberships may vote in person or by
written proxy. In order to qualify as a proxy, the instrument must
include the written or electronic signature of the member giving the
proxy, the name of the member to whom the proxy is given, and the
date of the meeting at which the proxy is authorized to be utilized.
Proxies authorized for a given date may also be used on the date
said meeting is continued or resumed. Proxies may be given only to a
member of KPOG. Proxies must be presented, by the individual to whom
the proxy is given, not later than the time when the meeting is
called to order, unless the Presiding Officer makes special
provision for the presentation of proxies at a later point in the
meeting. A proxy may be withdrawn at any time prior to the time
established for presentation of proxies.
ARTICLE SEVEN -
BOARD OF DIRECTORS
A. Responsibilities of
the Board
KPOG shall be managed by its Board of Directors, acting in all cases
as a Board. The Board may adopt such rules and regulations for the
conduct of its meetings as it may deem proper, as long as such rules
and regulations are not inconsistent with these By-Laws, and
applicable federal, state and local laws.
B. Number, Tenure and
Qualifications
The Board shall be made up of seven (7) Directors: the President,
Vice President, Secretary, Treasurer, and three (3) non-Officer
Directors elected by the membership at the Annual Meeting and such
additional officer positions as the Board may from time to time
establish. The immediate Past President shall be a non-voting member
of the Board ex officio. Terms of Directors who are Officers are
specified in Article 8(B). All non-Officer Directors shall be
elected for a two (2) year and are eligible to serve a second
consecutive two (2) year term in the same position.
No individual may serve more than eight consecutive years in any
combination of capacities as a voting member of the Board. No
individual may serve on the KPOG Board of Directors and as an
elected official of the Town of Kiawah Island or the Kiawah Island
Community Association at the same time.
All Directors are elected
at the Annual Meeting of the membership in February, shall take
office on March 1, and shall hold office until the following March 1
or, in the event the election is held after March 1, until his/her
successor shall have been elected or qualified or until his/her
resignation or removal. Each Director must be a member of KPOG in
good standing prior to election to the Board and throughout his/her
term of office.
C. Regular Meetings of
the Board
The Board may provide by resolution the time and place for the
holding of Regular Meetings of the Board. Regular Meetings of the
Board will be held on Kiawah Island or at such other convenient
available location as the Board may determine. Regular Meetings will
be open to all members. The Board may move into closed Executive
Session to discuss personnel, legal, or contractual issues.
D. Special Meetings of
the Board
Either the President or any three (3) Directors acting together may
call a Special Meeting of the Board. The convener(s) of the Special
Meeting shall establish the time and place for the holding of the
Special Meeting. All Special Meetings will be held on Kiawah Island
or at such other convenient available location as the convener(s)
may determine. Special Meetings will be open to all members. The
Board may move into closed Executive Session to discuss personnel,
legal, or contractual issues.
E. Notice of Board
Meetings
Notice of any Regular Meeting shall be delivered personally, by
facsimile, or by electronic mail, or mailed by first-class mail,
postage prepaid, to the address of each Director as recorded in the
membership records of KPOG at least five (5) days before the time
appointed for the meeting. Notice of any Special Meeting shall be
delivered personally, by facsimile, or by electronic mail, or mailed
by first-class mail, postage prepaid, to the address of each
Director as recorded in the membership records of KPOG at least
twenty-four (24) hours before the time appointed for the meeting.
F. Quorum
At
any meeting of the Board, a majority of the elected Directors shall
constitute a quorum for the transaction of business. Directors may
attend and participate fully in any meeting either physically, by
phone, or electronically. If fewer than said number is present at a
meeting, a majority of the Directors present may adjourn the meeting
without further notice.
G. Manner of Acting
The act of the majority of the Directors present at a meeting at
which a quorum is present shall be the act of the Board. The Board
may act without a meeting only with the unanimous written or
electronic consent of all Board members.
H. Removal of Directors
A Director may be removed, with or without cause, by a majority
vote of the membership at the Annual Meeting or at a Special Meeting
of the membership at which a quorum is present. A Director may also
be removed, but only for cause, by a majority vote of the Board at a
Regular or Special Meeting of the Board at which a quorum is
present. Removal of a Director who is also an Officer shall
automatically remove him/her as an Officer.
I. Resignation
A Director may resign at any time by giving written notice to the
President or the Secretary of the Board. Unless otherwise specified
in the notice, the resignation shall take effect on receipt thereof,
and the acceptance of the resignation shall not be necessary to make
it effective. If a Director who is also an Officer resigns from the
Board, he/she also resigns as an Officer.
J. Vacancy
A
vacancy in the position of non-Officer Director whose term has less
than one (1) year remaining will be filled by appointment of the
Board. When a vacancy occurs in the position of non-Officer Director
whose term has more than one (1) year of a term remaining the Board
may appoint an individual to fill the position until the next Annual
or Special Meeting, at which time the balance of the term will be
filled by election of the membership.
ARTICLE EIGHT - OFFICERS
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Officers
The
Officers of KPOG, who shall be elected by the membership, shall be
the President, Vice President, Secretary, Treasurer, and such
other Officers as the membership may from time to time elect. Each
Officer must meet requirements for voter registration in
Charleston, Berkeley, or Dorchester County, South Carolina. No
individual shall hold more than one office at any one time.
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Terms
The Officers are elected at the Annual Meeting of the membership
in February for a one year term, shall take office on March 1, and
shall serve until the following March 1 or, in the event the
election is held after March 1, until his/her successor shall have
been elected or qualified or until his/her resignation or removal.
Vacancies in any Officer position except the President may be
filled by a majority vote of the Board for the remainder of that
term. The President and Vice-President may serve two consecutive
terms in the same office. The Secretary and Treasurer may serve
three consecutive terms in the same office.
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Duties
1.
President
The President shall be the Chief Officer of the Organization, and
shall serve as the Presiding Officer at the meetings of the KPOG
membership and of the Board. He/She shall be an ex-officio member of
all committees except the Nominating Committee. The President shall
make a report at the Annual Meeting and communicate such matters and
make such suggestions as may in his/her opinion promote the welfare
and increase the usefulness of KPOG.
2.
Vice
President
The Vice President shall perform all duties of the President during
the absence of the President, together with such duties as the
President may, from time to time, delegate to him/her. He/She shall
automatically succeed to the office of President in the event of a
mid-term vacancy in that office.
3.
Treasurer
The Treasurer shall have custody of corporate funds and other
valuable effects including securities. He/She shall keep full and
accurate accounts of receipts and disbursements in books belonging
to the Organization and shall deposit all monies and other valuable
effects in the name of the Organization in such depositories as may
from time to time be designated by the Board. He/she shall disburse
the funds of the Organization as may be ordered by the Board by
taking proper vouchers for such disbursements and shall render to
the President and the Board at regular meetings of the Board, or
whenever it may be required, an account of his/her transactions as
Treasurer and of the financial condition of the Organization. The
Treasurer shall prepare an annual budget for presentation to and
approval by the Board. The funds, books and vouchers in the
Treasurer's hands shall, at all times, be subject to verification
and inspection as authorized by the Board. This
verification/inspection shall be conducted at least every two years.
At the expiration of his/her term of office, the Treasurer shall
deliver to his/her successor all books, records, funds, and other
valuable effects of KPOG in his/her possession. At least one other
Director designated by the Board shall have authorization to
disburse funds and conduct other functions of the Treasurer in the
temporary absence of the Treasurer.
4.
Secretary
The Secretary shall record and keep a record of all votes and the
proceedings of all meetings of the membership and all meetings of
the Board. He/She shall give, or cause to be given, notice of all
regular and special meetings of the membership and the Board, and
shall perform such other duties as may from time to time be
requested by the Board or the President, under whose supervision
he/she shall act.
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Removal
Any or all of the elected Officers may be removed, with or without
cause, by the majority vote of the membership at a Regular or
Special Meeting at which a quorum is present. An Officer may be
removed only for cause by majority vote of the Board at a Regular
or Special Meeting of the Board at which a quorum is present.
Removal of an Officer shall automatically remove him/her as a
Director.
ARTICLE NINE - COMMITTEES
A. General:
The Board
shall appoint the committees specified in Article 9(B) and such
other committees as it may determine are necessary to conduct the
business of KPOG. Committees shall have such powers and perform such
duties or functions, not inconsistent with applicable law, as may be
delegated to them by the Board and shall at all times function under
the policies, objectives and direction of the KPOG Board. A majority
of the members of each committee present at any committee meeting
shall constitute a quorum. Committee members shall serve at the
pleasure of the Board.
B. Standing Committees:
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Research Committee The
Research Committee shall be responsible for identifying and
studying issues of importance to the membership or assigned by the
Board and reporting the results of those efforts to the Board and,
as appropriate, the membership.
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Membership Committee The Membership Committee
shall be responsible for recruiting and maintaining the membership
of KPOG and shall maintain the official membership records of KPOG.
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Nominating Committee The Nominating Committee shall be
responsible for recommending a slate of candidates for the
position of President, Vice President, Secretary, Treasurer,
non-Officer Directors, and such additional officer positions as
the Board may from time to time establish, to be presented at the
Annual Meeting of the membership. This slate shall be communicated
to the membership in advance of the Annual Meeting. No individual
serving on the Nominating Committee may be a member of the slate
recommended by the Committee unless he or she first resigns from
the Committee. The Nominating Committee shall be responsible for
conducting the election at the Annual Meeting.
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Editorial Committee The Editorial Committee establishes broad
principles regarding objectives of, and review procedures for, our
major publication, Kiawah Island TALK, and other communications
with members and the community. The Editorial Committee shall
consist of at least the President, the Editor of TALK, and one
other Board member. The Editor of TALK is appointed for a one year
term, renewable annually, by the President with the approval of
the Board. The Editor serves at the pleasure of the Board.
ARTICLE TEN - ELECTIONS
The election of KPOG Officers and Directors shall take place at the
Annual Membership Meeting. The Nominating Committee shall present
the slate of candidates. Additional candidates may be nominated from
the floor with permission of the nominee. Candidates shall be
elected by a majority of the votes cast. If no candidate for a
position receives a majority, a runoff election shall be held at the
Annual Meeting between the two candidates (or, where two non-Officer
Directors are to be elected, the three candidates) who received the
most votes.
ARTICLE ELEVEN - AMENDMENTS
These By-Laws may be amended or altered in whole or in part by
two-thirds (2/3) of the memberships present and voting (either in
person or by proxy) at any duly constituted meeting of the KPOG
membership.
ARTICLE TWELVE -
LIABILITIES
Nothing herein shall constitute members of KPOG as partners for any
purpose. No member, Officer, Board Member, agent, or employee shall
be liable for the acts or failure to act of any other members,
Officers, Board Members, agents, or employees of KPOG. Nor shall any
member, Officer, Board Member, agent or employee be liable for
his/her acts or failure to act under these By-Laws, excepting only
his/her acts or omissions arising out of his/her willful malfeasance
or gross negligence. In the event any legal action is brought
against the Officers, Board Members, agents, or employees arising
out of any reasonable and necessary acts or omissions, they shall be
appropriately indemnified by KPOG. It shall be the responsibility of
the Board to provide for sufficient liability insurance to cover the
above.
ARTICLE THIRTEEN -
FISCAL YEAR
KPOG's fiscal year shall commence on the first day of March of each
year and shall run through the last day of February of the following
year.
ARTICLE FOURTEEN -
DISSOLUTION
KPOG may be dissolved by a vote of two-thirds (2/3) of its members
or as otherwise permitted by law.
Revised 3/1/08 |
