UCO BYLAWS AS AMENDED - NOVEMBER 2, 2012

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BYLAWS

UNITED CIVIC ORGANIZATION

A Not-for-Profit Mutual Benefit Corporation under Chapter 617 F.S.

as amended November 2^nd, 2012

TABLE OF CONTENTS

ARTICLE

I NAME

II CORPORATE SEAL

III PURPOSES

IV MEMBERS

V DELEGATE ASSEMBLY

VI OFFICERS

VII DUTIES AND RESPONSIBILITIES OF OFFICERS

VIII COMMITTEES

IX MEETINGS OF THE DELEGATE ASSEMBLY

X EXECUTIVE BOARD

XI MISCELLANEOUS PROVISIONS

 ARTICLE I

NAME

 

The name of the organization shall be UNITED CIVIC ORGANIZATION, INC. It may be referred to as UCO. UCO is a Mutual Benefit Corporation under Section 617.01401(13) F.S

 

ARTICLE II

CORPORATE SEAL

UCO shall have a seal, which shall state, “United Civic Organization, Inc., a Florida Corporation not for profit, Incorporated 1982”.

ARTICLE III

PURPOSES

The purposes of UCO shall be:

A. To form a permanent organization of Delegates elected by the owners of residential condominium units of Century Village in West Palm Beach, Florida.

B.  To protect, promote, and carry out the common rights, collective interests, and objective of those unit owners.

C.  To open and maintain an office for the receipt of information and complaints relating to problems and issues of common concern and to undertake such investigation, assistance and action, and to give such advice as may be deemed appropriate in each instance.

D.  To establish and maintain relations with and avail itself of the services of individuals and organizations in such fields as law, accounting, engineering, investigation, public health, and other areas of expertise relevant to the purposes of the corporation.

 

E.  To keep the unit owners of Century Village informed on matters of common interest by any and all appropriate means, which includes a community newspaper called “UCO Reporter”.

F.  UCO shall not interfere with the internal affairs of any condominium association, but may accept requests to work with condominium officers on matters of common concern, and may act as mediator in such disputes or problems within or between condominium associations as may be requested by one or more condominium associations and agreed upon by all interested parties.

G.  To negotiate on behalf of its members in matters of common interest.

H.  To have and exercise all powers necessary or convenient to effect any and all of the purposes for which it was organized.

I.   UCO may join with other organizations or groups in furtherance of the foregoing purposes.

ARTICLE IV

 

MEMBERS

The membership of UCO shall consist of the owners of housing units in Century Village, West Palm Beach.

ARTICLE V

DELEGATE ASSEMBLY

A. The affairs of UCO shall be managed by an Assembly of Delegates, which shall constitute the “Board of Directors” as that term is used in Florida Statutory Corporation Law. The Delegate Assembly shall consist of 349 Delegates representing the 309 Condominium Associations in Century Village as follows:

Associations of 26 units or less: 1 Delegate = Total 284

Dover (1 Association) ...................................................9

Golf’s Edge (1 Association) ..........................................7

Greenbrier (3 Associations) ............................................6

Oxford 200 (1 Association) ..............................................2

Oxford 400 (1 Association) .............................................2

Plymouth (3 Associations) ..............................................6

Southampton (3 Associations) .......................................9

Wellington (12 Associations) ........................................24                                   

                                              TOTAL.................................349                                 

B.   Each President may designate, in writing, an alternate from within his association to replace himself and any additional Delegate(s) originally designated by the President.

C. The Board of Administration of an Association will submit to UCO, in writing, a list of its officers (President, Vice President, Secretary, and Treasurer), Delegates(s), and Alternate Delegate(s) immediately following the election at the association’s Annual Meeting. UCO will recognize the President of such association as its lawful Delegate until notified, in writing, by the Association of a change in presidency or that a different or additional lawful Delegate(s) or Alternate(s) has been chosen by the association. No Delegate or Alternate Delegate is eligible to serve as an Officer of UCO, nor shall a Delegate or Alternate Delegate represent more than one Condominium Association at the same time.

D. A Delegate or seated Alternate Delegate may be removed or suspended from further participation at any given meeting by a vote of two thirds (2/3) of the Delegates present.  

ARTICLE VI

OFFICERS

A. The officers of UCO shall be composed of a President, four (4) Vice Presidents, the Treasurer, Corresponding Secretary, Recording Secretary, and the President Emeritus. Each of the Officers shall be elected by the Delegate Assembly to two-year terms and shall be installed in their respective offices at the Annual Installation to be held in the month of March. The position of President Emeritus shall be held, without election, by each retiring President during the first term of his immediate successor. No member shall hold more than one office at a time, and no President or Vice President shall be eligible to serve more than two consecutive two-year terms in the same office. Each shall hold office until his successor has been elected and installed or until his earlier resignation, removal from office or death. The Vice Presidents shall serve staggered two-year terms. All Officers of UCO must be members of UCO, and be domiciled and reside in Century Village, West Palm Beach, Florida, for a period of not less than nine (9) months of each year in which they serve. A Delegate may not serve on the Delegate Assembly and as an officer at the same time. Upon becoming an officer, a sitting Delegate must immediately resign from the Delegate Assembly.

B.  The Delegate Assembly may create additional offices and may specify the duties of each such office and the requirements of election or appointment thereto; and may alter or dissolve such offices. Persons occupying such offices shall not, by virtue of their office, be members of the Executive Board, nor shall they be considered officers of UCO.

 C.  Any vacancy of an elected or appointed officer occurring before the expiration of a term, shall be filled by the affirmative vote of the majority of the remaining Officers' Committee Members. The filling of any vacancy of an officer must be approved at the next meeting of the Delegate Assembly at which a quorum is present. In the event that the remaining officers fail to agree on the selection, or, the Delegate Assembly fails to approve the selection, a special election by the Delegate Assembly shall be held to fill the vacancy. Such officer shall serve for the unexpired term of the seat being filled.

  In the event that a vacancy is in the Office of Vice President, and less than four (4) months remain until the completion of the term of that office, the remaining officers may determine that the vacancy shall remain unfilled until the regular election is held.

 

ARTICLE VII

DUTIES AND RESPONSIBILITIES OF OFFICERS

A. PRESIDENT - The President shall be Chief Executive Officer of UCO and shall preside at all meetings of the Delegate Assembly and the Executive Board, except that he may designate a Vice President to preside at such meetings as he may deem necessary. He shall be ex officio a member of all committees except for the Election Committee. He shall see that all orders and resolutions of the Delegate Assembly and the Executive Board are carried into effect and shall act in accordance with the policy statements voted on and approved by the Delegate Assembly. He shall have general superintendence of all other Officers of UCO and shall see that their duties are properly performed; shall submit a report of the operations of UCO for the preceding year to the January meeting of the Delegate Assembly, or may publish his report in the UCO Reporter; and from time to time, shall report to the Executive Board all matters within his knowledge which the interests of UCO may require to be brought to their notice; shall see that all books, reports, and certificates, as required by law, are properly kept or filed and shall be one of the officers who, together with the Treasurer, shall sign the checks or drafts of UCO.

B. VICE PRESIDENTS – The Vice Presidents shall have such powers and shall perform such duties as may be recommended by the President, including from time to time, the designation of one of them to have all the powers and perform all the duties of the President during his absence. Vice Presidents are ex-officio members of all committees except for the Election Committee. Each Vice President will have an advisory role with a number of UCO committees, the distribution of which is to be decided by the President.

C. TREASURER – The Treasurer shall keep a full and correct account of all cash receipts and disbursements and deposit all funds in banks, or financial institutions in the name of and to the credit of the organization. All such deposits must be secured by United States government, or in bank Certificates of Deposit. However, said deposits of funds may be invested by loans to WPRF or its successors for “Operating Expenses” and/or the “Operational Budget” under the MILLENIUM UCO AMENDMENT TO LONG TERM LEASE. Said loans are to be repaid as decided upon in each case by the Operations Committee. He shall disburse the funds, as need may arise, accepting proper invoices or vouchers for such disbursements. Checks issued in behalf of UCO must be signed by the Treasurer and the President, however, a Vice President may substitute for either. A check will not be issued which does not carry two (2) signatures. He shall be Chairman of the Financial and Budget Committee and shall, with the assistance of that committee, prepare an annual budget for approval by the Officers, the Executive Board, and the Delegate Assembly in October. He shall arrange for an annual audit of the books and records of the organization by a public accountant certified by the State of Florida. The Treasurer shall be ex officio a member of all committees except for the Election Committee.  

D. CORRESPONDING SECRETARY – The Corresponding Secretary shall give, or cause to be given, notice of all special meetings of the Delegate Assembly and the Executive Board, and shall keep a record book with names and addresses of the Officers, Delegates, and Committee Members. Alternate or additional duties shall be determined by the President. The Corresponding Secretary shall be ex officio a member of all committees except for the Election Committee.

E. RECORDING SECRETARY – The Recording Secretary shall take and keep full minutes of all meetings of the Delegate Assembly, the Executive Board, and the Officers’ Committee. He shall attend the meetings of those bodies and record all their acts, votes, and statements of policy. The minutes of all proceedings shall be read at the next succeeding meeting of the Delegate Assembly, the Executive Board, and the Officers’ Committee; or in the alternative, may be duplicated for reading prior to the meeting by those in attendance. The Recording Secretary shall be ex officio a member of all committees except for the Election Committee.

F. PRESIDENT EMERITUS - The President Emeritus shall perform such duties as may be requested by the current President. He shall be ex officio a member of all committees except for the Election Committee.

G. Ex-officio members have the right, but not the obligation, to participate in the proceedings of committees, and are not counted in determining the number required for a quorum or whether a quorum is present at a meeting. These ex-officio members have the same voting rights as appointed committee members.

ARTICLE VIII

COMMITTEES

A. APPOINTIVE COMMITTEES

1. The President, with the advice and consent of the Officers' Committee, shall create all standing and special committees and appoint the chairmen thereof, unless a different requirement is specified in these Bylaws. Any unit owner in Century Village who is a member of UCO, may be selected to serve as a member of any committee. Committees shall keep detailed and accurate records of their proceedings, including the vote or abstention of any member on any matter which comes before the committee. The President, with the advice and consent of the Officers' Committee, will also determine the mission and term of service of any such committee, unless otherwise provided in these Bylaws. If the term of service of a committee is not otherwise designated, it shall be until the next March meeting of the Delegate Assembly.

2. The President, with the advice and consent of the Officers' Committee, may appoint UCO Members and/or the Licensed Property Manager as members of all such committees, with the exception of the Officers’ Committee. The Licensed Community Association Manager (LCAM) shall not be a voting member of any committee. Committees thus formed may seek advice from whomever they desire, but may not incur any expense or obligate UCO for any expenditure without prior authorization, and subject to the provisions of Article VIII, Paragraph C 3.

3. Appointive committees shall report and make recommendations to the Officers’ Committee, which shall consider those reports and submit them to the Executive Board. The Executive Board shall consider the recommendations received from the Officers’ Committee, take actions concerning them, and/or refer them to the Delegate Assembly.

 

B. SEARCH/NOMINATIONS COMMITTEE

1. In October of each year, the President, with the advice and consent of the Officers' Committee, shall appoint a Search/Nominations Committee consisting of a chairman and no less than five (5) members.

2. The function of the Search/Nominations Committee shall be to compile a slate of ALL eligible nominees for the various offices and the ten (10) Executive Board positions, and to submit same at the February meeting of the Delegate Assembly at which nominations from the floor may be taken.

3. The phrase “ALL eligible nominees” means all persons who declare their intent to be a candidate and who meet the following requirements:

a. Officers -

1. Membership in UCO; and 2) domiciled and in residence in Century Village, West Palm Beach, Florida, for a period of not less than nine (9) months of each year during the term in which they serve.

b. Executive Board -

1) Membership in UCO; 2) domiciled and in residence in Century Village, West Palm Beach, Florida for a period of not less than nine (9) months of each year during the term in which they serve; and 3) must declare his readiness to serve on at least two committees.

4. This committee will have the additional function of developing and implementing a plan to seek out and encourage UCO members who are ready, willing and able to come forward as qualified candidates in the annual UCO elections.

C. FINANCIAL AND BUDGET COMMITTEE

 

1. There shall be established a Financial and Budget Committee consisting of the Treasurer as Chairman, and at least four (4) UCO members designated by the Treasurer, with the advice and consent of the Officers' Committee, with such powers and duties as may be stipulated by a vote of the Officers’ Committee and the Executive Board. Among such duties will be the study of the monetary needs of UCO, and to present to the Officers’ Committee and the Executive Board, at their September meetings, a proposed budget for the next fiscal year.

This proposed budget may be amended by the Officers’ Committee and the Executive Board, and will be submitted to the Delegate Assembly at their October meeting for consideration and approval. After the budget has been approved for the coming fiscal year, the Financial and Budget Committee shall make a continuing study of the actual and projected income and expenses, shall forecast the excesses or deficits expected to exist by the end of the fiscal year, and shall make recommendations for bringing the finances of UCO into line.

 

2. The Financial and Budget Committee shall submit recommendations as to the amount of dues per condominium unit per year to the Delegate Assembly for their final consideration.

3. The fiscal year shall be the calendar year unless changed by vote of the Delegate Assembly upon recommendation of the Financial and Budget Committee.

4. Expenditures not previously budgeted, in excess of $1,000, are required to be approved in advance by the Officers’ Committee, the Executive Board, and finally by the Delegate Assembly. Requests for expenditures not previously budgeted, under $1,000, shall be presented to the President for his approval.

5. Committee chairmen shall submit their proposed budget for the coming year to the Financial and Budget Committee by the month of August. 

D.   OFFICERS’ COMMITTEE

1. This Committee shall consist exclusively of all the Officers of UCO.

2. The Committee shall meet at least once each month at the UCO office at a date and time set by the President. This meeting shall be held prior to the next Executive Board meeting and at least one week prior to the Delegate Assembly meeting. The President may call an emergency meeting at any time.

3. It shall be the duty of the Committee to consider all matters referred to it by any of the following: the Delegate Assembly; the Executive Board; UCO Committees; the Board of Administration of a Condominium Association; or a UCO Member who has submitted the matter in writing to the Committee. 

4. After due consideration, the Committee shall report all matters discussed by it to the Executive Board, with or without recommendation.

5. No matter shall be submitted to the Executive Board for decision without prior consideration by the Officers’ Committee.

 E.    ELECTION COMMITTEE

1. There shall be an Election Committee appointed by the President, with the advice and consent of the Officers' Committee, whose duties shall be to conduct the election of UCO Officers and UCO Executive Board Members.

2. The Election Committee shall supervise the carrying out of said elections.

 

3. No officer or member of the Executive Board, or candidate for any such seat, or their spouse/significant other, may tally votes or be appointed to the Election Committee. Only members of the Election Committee may tally votes.

4. Any member of the Election Committee shall resign immediately from the Election Committee should he accept a nomination to an officer's position or to the Executive Board, and the President shall immediately appoint a replacement.

  

5. A candidate for office may designate a representative to observe the tallying of ballots. Such representatives may not take part in the tallying.

6. In the event of a tie vote for an officer's position of UCO, the President shall call for a special election by the Delegates within five (5) working days for the candidates who received the tie vote.
7. Should there be a tie vote for two or more candidates for the same seat on the Executive Board, it is up to the President to call for a runoff election as above, or name all such candidates to the Board. If the latter option is exercised and all such candidates are named to the Board, each candidate will be considered to have been elected by the Delegate Assembly and the number required for a quorum adjusted accordingly.

F. EDITORIAL COMMITTEE

    There shall be an Editorial Committee (A.K.A. Editorial Board) whose duties and responsibilities shall be to prepare, publish, and arrange for distribution of the UCO Reporter, the official publication of the United Civic Organization. It shall also have the same duties and responsibilities with regard to fliers, bulletins, booklets, etc., which have been authorized by the UCO Delegate Assembly, or in the case of an emergency, by the UCO Executive Board.

 

    The Editorial Committee shall consist of an Editor, or Co-Editors if applicable, selected by the President, and subject to the approval of the Officers' Committee, the Executive Board, and the Delegate Assembly. There shall be no more than four (4) Associate Editors who will be selected by the Editor or Co-Editors.

 

    The editorial content of the UCO Reporter shall be determined by the Editor, subject to the approval of the Editorial Committee. It shall be the responsibility of the Associate Editors to assist and advise the Editor.

G.  OPERATIONS COMMITTEE  

In accordance with Schedule “2” of the Millennium – UCO Operating Agreement, UCO will form an Operations Committee whose function is related to the operation of the Century Village – WPRF facility (the facilities within Century Village operated by WPRF). Said function to include, but not limited to, the making of all policy and control of all budgetary matters regarding operational expenses. The Operations Committee shall consist of all the Officers of UCO, and any other UCO members or other consultant(s) appointed by the President, with the advice and consent of the Officers' Committee. The committee’s duties and responsibilities are detailed in the Millennium Operating Agreement, Paragraphs 3 through 6 (pages 6 through 22).

ARTICLE IX 

MEETINGS OF THE DELEGATE ASSEMBLY

 A. ANNUAL MEETINGS – The Delegate Assembly shall meet during February of each year for:

1. The report from the Search/Nominations Committee of the compiled list of ALL eligibLe nominees for the various offices and for the Executive Board.

 

2. Nominations from the floor may be made by a Delegate, and each nominee shall be accepted as a candidate, provided that:

a. The nomination is seconded by one (1) Delegate.

b. The nominee accepts the nomination and agrees to abide by the requirements for that position.

c. Any nominee who has already been nominated for another office or for Executive Board membership shall openly decline one nomination and elect to accept the other.

3. Such other business which may come before the meeting.

B. REGULAR MEETINGS - The Delegate Assembly shall hold regular meetings on the first Friday of each month; changes in dates are at the discretion of the President. Matters decided upon by the Executive Board, which require a final vote by the Delegate Assembly, are to be brought before this body in the form adopted by the Executive Board. Copies of the agenda must be made available to members of the Delegate Assembly at least 48 hours prior to its next meeting.

C. SPECIAL AND EMERGENCY MEETINGS – Special meetings of the Delegate Assembly may be held at any time on the call of the President, or at the request, in writing, from thirty-five (35) Delegates, for such purpose as may be specified in the call for such meeting. If the President declares that an emergency has arisen, a meeting may be called at his order, and notice may be given by any and all means available. Attendance by a Delegate at a special or emergency meeting, constitutes waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, unless the member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of affairs.

D. NOTICE OF MEETINGS – Notice of the date, time, and location of all meetings of the Delegate Assembly, and the purpose of special meetings, shall be given to each Delegate at least seven (7) days prior to the meeting whenever possible. Notice shall be given by personal delivery, publication in the UCO Reporter, by oral notice, or by first class mail. Notice of any meeting may be waived in writing by a Delegate, or by attendance at such meeting as specified in Paragraph “C” above. In addition, meetings may also be announced by posting on the bulletin board at the UCO office, designated Association bulletin boards, Community Access Channel 63, electronically, and in the UCO Reporter. All Delegate Assembly meetings shall be open for attendance to all members of UCO.

E. ROBERT’S RULES OF ORDER NEWLY REVISED (RONR) shall be followed at all meetings of the Delegate Assembly in all cases to which they are applicable, and in which they are not inconsistent with these Bylaws, any special rules of order which the Assembly may adopt, or any Florida Statutes applicable to this organization.

F. QUORUM AND VOTING – A quorum shall consist of 141 seated Delegates at any annual, regular, or special meeting of the Delegate Assembly for the transaction of business at such meeting, except that during the months of May, June, July, August and September, 117 seated Delegates shall constitute a quorum. Unless otherwise provided in the Bylaws or otherwise required under the “Florida not-for-profit Corporation Act”, if a quorum is present when a vote is taken, the affirmative vote of a majority of the Delegates present is the act of the Board of Directors. Should there be no quorum available, all motions passed by the Executive Board, will be enforceable as though passed by the Delegate Assembly.

G. ADJOURNMENT – The presiding officer has the authority to adjourn a meeting if a quorum is not present.

ARTICLE X

EXECUTIVE BOARD

A. The Executive Board shall constitute the “Executive Committee” as that term is used in Florida Statutory Corporation Law.

B. (1) The Executive Board shall consist of all the Officers of UCO and, in addition, twenty (20) elected members. The President may select additional members to the Executive Board, not to exceed eight (8) in number, with each selection being subject to the approval of the Delegate Assembly. Any vacancy of an approved selection to the Executive Board during the one- year term, may be filled in the manner provided above, notwithstanding that the total number of selections may exceed eight (8) in number. The term of each appointment shall expire at the Annual Installation. The President may not appoint the same individual more than twice, regardless of the number of terms a President may serve.

(2) Two-Year Terms

There shall be created staggered two-year terms, such that the March 2010 election shall elect twenty (20) members. The ten (10) candidates receiving the highest number of votes shall serve for a two-year term. The ten (10) candidates receiving the next highest number of votes shall serve for a one-year term. Each subsequent election thereafter shall elect ten (10) members to two-year terms.

(3) Any vacancy which occurs during the first year of the two-year term due to resignation, removal from office or death, said vacancy shall be filled at the next election for the unexpired term of the seat(s) being filled. The candidate(s) receiving the eleventh (11^th), twelfth (12^th), etc., highest number of votes at that election, shall fill the vacancy or vacancies for the remainder of the term. Any vacancy which occurs during the second year of a two-year term shall remain unfilled until the next election.

C.   A candidate or appointee, in order to be eligible to serve as a member of the Executive Board, must: 1) be a member of UCO; 2) declare his readiness to serve on at least two committees; and, 3) be domiciled and in residence in Century Village, West Palm Beach, Florida, for a period of not less than nine (9) months of each year during the term in which he serves.

D. The Executive Board shall have and may exercise the powers of the Delegate Assembly when less than a quorum is present at regular, special or emergency meetings of the Assembly. This provision shall apply to the consideration of all matters referred to it by the Officers’ Committee, except for actions and proposals required by statute or these Bylaws to be approved by the Delegate Assembly. It shall maintain accurate and detailed records of its deliberations and votes.

E. MEETINGS – The Executive Board shall hold regular meetings during each month of the calendar year at such time and place as may be established from time to time by the Board. At each regular meeting, the President shall report the pertinent actions and events which have occurred since the preceding meeting.

F. SPECIAL AND EMERGENCY MEETINGS – Special meetings of the Executive Board may be held at any time on the call of the President, or at the request, in writing, from twelve (12) members of the Board, for such purpose as may be specified in the call for such meeting. If the President declares that an emergency has arisen, a meeting of the Executive Board may be called at his order, and notice may be given by any and all means available. Attendance by a member at a special or emergency meeting, constitutes waiver of notice and waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, unless the member attends a meeting solely for the purpose of stating, at the beginning of the meeting, any such objection or objections to the transaction of affairs.

G. NOTICE OF MEETINGS – Notice of the date, time and location of all meetings of the Executive Board, and of the purpose of special meetings, shall be given to each member of the Board at least seven (7) days prior to the meeting whenever possible. Notice shall be given by personal delivery, publication in the UCO Reporter, by oral notice, or by first class mail. Notice of any meeting may be waived in writing by an Executive Board member, or by attendance at such meeting as specified in Paragraph “F” above. In addition, meetings may also be announced by posting on the bulletin board at the UCO office, designated Association bulletin boards, Community Access Channel 63, electronically, and in the UCO Reporter. All Executive Board meetings shall be open for attendance to all members of UCO.

H. QUORUM AND VOTING – A majority of the membership of the Executive Board shall constitute a quorum for the transaction of business at any regular or special meeting of the Board, and the affirmative vote of a majority of the members present is the act of the Executive Board.

ARTICLE XI

MISCELLANEOUS PROVISIONS

A. PRINCIPAL OFFICE – The principal office, or any office of UCO, shall be such place within or adjacent to Century Village, West Palm Beach, as may from time to time be designated by the Delegate Assembly.

B.  NOTICES – The UCO Reporter shall be the official publication of the United Civic Organization, Inc. All material appearing in the section entitled “OFFICIAL NOTICES” shall be deemed to have been given to and read by the individual, Board, Delegate Assembly, or Committee involved in the publication of said official notice.

C.  GENDER – Personal pronouns used in these Bylaws shall be deemed to refer to individuals of either sex.

D. METHOD OF AMENDMENT – Amendments to the UCO Bylaws shall be proposed by any of the following methods:

          1. by the UCO Officers’ Committee.

          2. by the UCO Advisory Committee.

          3. by any UCO member. It must be submitted in writing together with a petition signed by at least twenty-five (25) members. All proposals for amendment to the Bylaws shall be submitted to the Advisory Committee, which after due consideration, shall make its recommendations to the Officers’ Committee.

 The Officers’ Committee, after due deliberation, shall present the amendment proposal to the Executive Board with its recommendation for approval or disapproval.

The Executive Board, after due deliberation, shall either approve or disapprove the amendment proposal. The amendment proposal, if approved as presented or as amended, shall then be published in the next issue of the UCO Reporter and shall be read and considered by the Delegate Assembly at the meeting immediately following its publication.

 The recommendations of the Officers’ Committee and Executive Board shall be offered as part of the discussion. Approval of the proposed amendment(s) requires an affirmative vote of not less than 2/3 (two-thirds) of the seated Delegates.

E. REMOVAL OF OFFICERS – Any Officer or Executive Board Member may be removed from office, for reason, based on submission to the President of written and signed charges by a petition of not less than thirty five (35) Delegates, after which an inquiry into the charges shall be made by the following procedure:

          The President shall appoint a Board of Inquiry composed of no less than five (5) and no more than seven (7) members of UCO, which shall conduct a hearing expeditiously. This Board shall choose its own chairman from the Board of Inquiry members. Neither the person(s) charged, nor the complainant(s), shall be a member of the Board of Inquiry. Both shall be invited to appear before this Board, but neither can participate in any vote pertaining to these charges.

          In the event that the President is charged, the Board of Inquiry shall be appointed by the Officers’ Committee, with the Chairman of the Advisory Committee as Chair. The members of the Officers’ Committee, excluding the President, shall appoint this Board of Inquiry. The Board of Inquiry shall be composed of no less than five (5) and no more than seven (7) members of UCO, with the Treasurer of UCO as Chairman. This Board of Inquiry shall conduct a hearing expeditiously. The President charged and the complainant shall be invited to appear before this Board but neither can take part in any vote pertaining to these charges.

Notwithstanding any recommendation from the Board of Inquiry, the affirmative vote of two-thirds (2/3) of the Delegates present at a duly called meeting of the Delegate Assembly, provided a quorum is present, is required to effect the removal of an officer. If removal is effected at a meeting, any vacancies created thereby shall be filled in the manner provided in these Bylaws for the filling of vacancies of officers.

F. In all articles of these Bylaws, the term “officers” shall not apply to members of the Executive Board.

G. An officer other than the President, or a member of the Executive Board, members of the Delegate Assembly, or Committee member, may not, without approval from the Executive Board or from the Delegate Assembly, write and sign a letter on UCO stationery in which he implies or states that the contents therein represent the opinion or action of UCO, Officers, Executive Board members, the Delegate Assembly, or any or all committees.

H. THE UCO SUNSHINE AMENDMENT

Section 1: The Sunshine Laws as promulgated by the Federal and/or State authority shall be used as a guide for any and all meetings with the following exceptions:

1. dealings with UCO’s attorney and/or any other official entities or third parties which are privileged, confidential or otherwise may be considered sensitive in nature; and
2. meetings between UCO Investigations personnel and prospective unit owners/occupants, Association Board Members, real estate agents, etc.; and

3. meetings to discuss issues pertaining to paid employees.

Section 2: The Sunshine Amendment to the UCO Bylaws requires that 1) non-exempted meetings of boards and committees must be open; 2) reasonable notice of such meetings must be given; and 3) minutes of such meetings must be taken and made available upon request.

Section 3: The Sunshine Amendment to the UCO Bylaws applies to meetings at which formal action is taken by Boards and Committees of UCO, except for those meetings or portions of meetings specifically exempted by this Amendment.

Section 4: The Officers’ Committee shall be exempt from these meeting provisions in order to make the mundane and low impact decisions necessary to be made on a regular basis or to hold meetings for the purpose of information sharing and informal discussion on matters of importance; except, that the monthly meetings or Special Meetings or informal meetings on any matter that requires AND produces a final Officers’ Committee recommendation to the Executive Board and/or the Delegate Assembly shall be bound by the provisions of this resolution. The 'unapproved minutes' of each of these meetings, except for meetings with an attorney regarding proposed or pending litigation, shall be reported on in detail to the Executive Board and Delegate Assembly on a monthly basis and be made readily available in written form at the UCO office.

Section 5: Boards and committees are permitted to adopt written reasonable rules and regulations which ensure the orderly conduct of a meeting and which require orderly behavior on the part of the non-members attending. This includes limiting the time and frequency that an individual can speak and, when a large number of people attend and wish to speak, requesting that a representative on each side of the issue speak rather than everyone present. In addition, the manner of participation should also be adopted as a written reasonable rule. The board or committee shall determine that non-members are permitted to speak to each agenda item at the beginning of the meeting, or in the alternative, prior to the deliberation of each item of business. In the event that items of business not listed on the agenda are considered, non-member participation shall also be ensured by the board or committee. Agendas shall be posted along with the notice of the board or committee meeting at least 48 hours in advance of the meeting. Voting by secret ballot shall not be permitted, except for the appointment or dismissal of committee members by the committee itself.

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I hereby certify that the Bylaws shown above constitute a true and correct copy of the Bylaws of the United Civic Organization, Inc., adopted November 19^th, 1982, and duly amended from time to time, the last amendments having been adopted at a meeting of the Delegate Assembly of said above mentioned corporation duly held on November 2^nd, 2012.

Dated:  West Palm Beach, Florida, this ____ day of _______, 2012.

           Secretary ____________________   SEAL