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HORSESHOE POINT PIONEERS CLUB, INC.

Amendment App

April 07, 2022 (Attorney redline revisions April 14, 2022)

Arthur Jost, President HPPC (Lawrence E. Crary, III, Crary Buchanan, P.A.)

CONSTITUTION AND BY-LAWS

ARTICLE -1- NAME

The name of the corporation shall be the "Horseshoe Point Pioneers Club, Inc." and

its location is in the community of Horseshoe Point, Port Salerno, Martin County,

Florida. In these Bylaws, Horseshoe Point Pioneers Club, Inc. is referred to as the “Club” or the “Corporation”.

ARTICLE -2- PURPOSE

2.1. To develop the property at Horseshoe Point, (Described as Lot I of Horseshoe

Point Subdivision, according to Plat book 3, Page 8, Martin County, Florida) which has been set aside for the common use for the Club members. 

2.2. The property’s use is to promote the full development of said property, provide

launching facilities for the Club member’s boats, and for the use, benefit, and enjoyment of all club members and their guests.

ARTICLE -3- ELIGIBILITY

3.1. Members will be considered in two categories, either deeded easement members or social members. Deeded easement members must own property in the Horseshoe Point Subdivision, have deeded easement rights, and reside in the Horseshoe Point Subdivision, or must own some portion of the following

property, to-wit:

Lots #02 to 41 inclusive of Horseshoe Point Subdivision.

Lots #42 to 56 inclusive of the 1st Addition Horseshoe Point Subdivision.

Lots #11 to 40 inclusive of Block #1, of the Decker's Subdivision.

Lots #01 to 05 inclusive of Block #2, of the Decker's Subdivision.

All as recorded in the Martin County, Florida Public Records.

Deeded easement rights to membership are not transferrable to those who lease or rent property as stated above.

3.2. Persons eligible to establish membership must take an active part in said organization. Active part to be considered, as a minimum, the payment of established dues for the operation and maintenance of club property.  

3.3. Annual Dues must be paid by the 1st of March each year.  Any member who fails to remit said dues within 30 days after that date will incur a 10% increase in dues for up to three (3) consecutive months. After 90 days delinquent, members are subject to immediate suspension from club membership and forfeit future eligibility for the entire calendar year. Deeded easement members may reapply the next calendar year. Social member who are removed and suspended are not eligible to reapply.

3.4. Prospective social members must be presented to the Board of Directors of the Club (the “Board of Directors”) by an active deeded easement member, on or by the first day of the month preceding the vote by the membership.  Social members must be sponsored by an active deeded easement member. Perspective social member must own property in Rocky Point and reside in Rocky Point at said property, and be accepted by a majority vote of the regular members at that meeting. Dues for social members shall be the same as those paid by deeded easement members. Social members shall never constitute more than forty nine percent (49%) of the deeded easement membership. 

3.5. A social member shall remain a member as long as he or she is in good standing, participates in functions and activities, continues to reside permanently in Rocky Point, and continues to pay the proper remittance or dues. Only homeowners who reside within Rocky Point shall be given consideration for social membership. 

3.6. Social members who fail to participate in a minimum of three (3) functions or activities annually are subject to removal or suspension from the club. The Board of Directors will establish the regulations for determining adequate participation and proper procedures for suspension or removal of social members not meeting said requirements. 

ARTICLE -4- RIGHTS OF MEMBERS

4.1. No member shall have any vested right, interest or privilege in, or to the assets, functions, affairs or franchises, of the Corporation; or any right, privilege or interest which may be transferable or inheritable, or which shall continue after that membership ceases, or while the member is not in good standing (for reasons set forth in these Bylaws). 

4.2. The property is for recreational use and benefit to all members. It shall not be used for the purpose of the pursuit of any profit or business venture in any manner. Neither the club, the grounds, or ramp shall be used in any fashion which supports directly or indirectly for private or personal business activities of any member or guest.

4.3. Before any member is suspended or expelled without that member’s consent, except for non-payment of annual dues which shall cause automatic suspension or expulsion, said member shall be given at least 15 days’ advance written notice and opportunity to be heard by the Board of Directors. Absence from the County, shall not be an excuse for failure to appear, in which case, the Board of Directors shall have the right to proceed with suspension of expulsion of the member.

4.4. Any member accused by an officer or another member in a written complaint to the President of violating any of the Club's By-Laws, or acting in a manner injurious to the Club's name, reputation or welfare, or acting in a manner unbecoming of a gentleman or lady, shall have the opportunity of a hearing with written notice as provided above.  At that hearing, the accused member will have the opportunity to be heard in person, or may present in writing his or her defense. The Board of Directors shall be the sole judge. They must be fair and impartial; at which time the vote shall be the final word. If the Board finds the accused guilty, the member may be admonished, fined, suspended, or expelled from membership in the Club as is deemed necessary by the Board of Directors. 

4.5. The officers of the Club and Board of Directors have the authority to expend funds for the normal day to day operation of the Club; however, any unbudgeted expense exceeding $2000.00 shall be put forward to the deeded easement members for a vote with a two-thirds majority required for passage. Deeded easement members must be notified in writing of this vote in advance to attend and have the right to an absentee vote on said issue if unable to attend.

4.6. Social members will have full membership privileges including the right to vote on regular business issues.  In the event that there should arise an issue of such importance as to influence the normal operation of the corporation, only those persons granted membership through deeded easement property rights, shall be permitted to vote on said issue. 

4.7. Voting rights for both deeded easement and social members shall be determined  as follows: a family membership constitutes rights to two votes, while a Board approved individual membership is only entitled to one vote.

ARTICLE -5- OFFICERS

5.1. The officers, by whom the affairs of the Club are to be managed are: a

President, a Vice President, a Secretary, a Treasurer, and a Board of Directors

consisting of seven members, one of whom is the incumbent President. Only deeded easement members are eligible to be nominated and elected to the four (4) officer positions. A majority of the Board of Directors must be deeded easement members with two (2) Board positions which can be, but are not required to be, occupied by social members.

5.2. The election of officers shall be held during the regular January meeting or at a

meeting called specifically for that purpose during the month of January.

5.3. All officers and Board members are required to read and understand all of the Club’s By-Laws, and to abide to them to the fullest extent.

ARTICLE -6- TERMS OF OFFICE

The terms of office shall be as follows:

PRESIDENT----------------------- ONE YEAR

VICE PRESIDENT---------------- ONE YEAR

SECRETARY---------------------- ONE YEAR 

TREASURER---------------------- ONE YEAR

and until their respective successors are elected.

BOARD OF DIRECTORS - The President shall act as the seventh

member of the Board. The other six members shall be elected to serve terms of

three years each, with two vacancies occurring each year, beginning with the year

1961.  All terms of office begin in the month of January of that year.

ARTICLE -7- ELECTION PROCEDURE

7.1. The election procedure shall consist of a nominating committee that is composed

of three members including one (1) Board member, not running for office or re-election, appointed by the President at the regular October meeting of each year. 

7.2. The nominating committee will oversee and administer the entire election process.

7.3. It shall be the duty of this committee to propose a slate of candidates for the offices to be filled at the annual meeting in January. Nomination can be made by any member of the club. Said nominations must be forwarded to one of the three members of the nominating committee by or before December 1st of each year. The nomination must include the name and position of the nomination. It is the nominating committee’s responsibility to properly inform and solicit nominees from the membership well in advance of the December 1st deadline for nominations. Separate nominations from the floor, may also be made by any member at the annual January meeting. 

7.4 Participation in the annual election of officers and Board of Directors can be accomplished by absentee ballot if members are unable to attend the meeting. The absentee ballot will be completed via electronic mail or other information technology platform. The nominating committee shall send out an electronic ballot to all members by December 10 of each year. Members can either return the electronic ballot or be present at the annual meeting in January to vote. Absentee ballots must be signed and returned no later than the day prior to the January meeting and election. 

7.5.  All officers and Board of Directors shall be elected by a majority vote of the members present at the annual meeting in January and the absentee vote which is collected prior to the annual meeting.

ARTICLE -8- DUTIES OF OFFICERS

PRESIDENT

8.1. The President shall preside at all meetings of the membership and shall act as an

ex-officio Board member, but shall vote only in a case of a tie. 

8.2. In the absence of an elected officer for any given meeting, a substitute may be appointed to serve temporarily. If the absence is prolonged, that appointee may serve until the next annual meeting.

8.3. The President shall appoint all special committees. The President shall appoint an auditing committee consisting of two members prior to the advent of the annual meeting. It shall be the duty of this committee to examine the accounts of the Treasurer at the close of the year's business. The committee will report its findings to the membership at the annual meeting. 

8.4. The President may call special meetings of the membership at any time deemed necessary.

VICE PRESIDENT

8.5. The Vice President shall carry out all duties and responsibilities of the

President in the President's absence.

TREASURER

8.6. The Treasurer shall receive and disperse the needed and required funds of the Club. He or she shall keep all the Club's funds deposited in the Club's name, in an efficient manner, and deposited in a public institution. At each business meeting the Treasurer shall account to the membership for all the funds entrusted to that office. A detailed accounting of said club funds shall be documented within the minutes of the meeting and posted within the clubhouse.

8.7. The Treasurer may pay out Club funds only for the purposes, and in the amounts

that are authorized by the membership at the regular or special meetings. A petty cash fund may be established within the limits set by the members.  He or she will maintain a complete and accurate record of dues and assessments paid by the individual members. Any and all checks must be signed by the Treasurer, and countersigned by the President or designated alternate.

SECRETARY

8.8. It shall be the Secretary's duty to keep accurate and full minutes of the

proceedings at all business meetings of the membership and to forward said minutes to the entire membership via electronic means within five (5) business days following the meeting. It shall be the Secretary's duty to handle all correspondence in the name of the Club, and keep a record of the same. The Secretary shall have available at each meeting, a report of the Club's activities for the previous month in the form of minutes, dealing with any correspondence or reports that were sent or filed. It shall be the Secretary's responsibility, to maintain a current dated roster of the Club's members.

BOARD OF DIRECTORS

8.9. It shall be the duty of the Board of Directors to actively seek out and develop ideas, programs and plans of action, that would further the interests of the Club.

Those plans or programs will be put forth for the consideration and approval of

the Club membership. The Board is empowered to fix the amounts of regular and special dues and to assess such fines as may be authorized in the By-Laws. Failure after due notice to pay any such indebtedness will render a member liable for expulsion.

The Board of Directors will select a member to act as Chairman of the Board.

Meetings of the Board of Directors shall be held on such dates and at such times

as they may determine, or at the call of the needs of the President. Five members (which shall include the President) shall constitute a quorum at any such Board meeting.

8.10. The Board of Directors is empowered to make special assessments or raise membership dues by no more than 10% of the current amount.  All assessments or dues increases greater than 10% must be voted on and approved by 2/3 of the deeded easement members.

ARTICLE -9- GENERAL PROVISIONS

9.1. There shall be at least two (2) officers, three Board members, plus ten (10) additional members of which seven (7) must be deeded easement members to qualify as a quorum during a regular business meeting.

9.2. No member or group of members shall be authorized to incur any expense, which

would to any extent, render the Club liable for the payment thereof without the expressed approval during a regular or special meeting of the Club’s deeded easement membership present.

9.3   Any outside contractors or vendors which are engaged by the Board of Directors to provide services on Club property shall be required to provide the following insurance: 

Prior to the commencement of services, the contractor or vendor shall secure and provide proof thereof to the Club, from a good and responsible company or companies doing insurance business in the State of Florida, the following insurance coverage:

A. Public Liability Insurance in the minimum amount of $1,000,000 for loss from an accident resulting in bodily injury to or death of persons and $1,000,000 for loss from an accident resulting in damage to or destruction of property; and 

B. Worker’s Compensation Insurance in accordance with Florida law.

C.  The Club shall be named as an additional insured on the aforementioned policies of insurance.

The Board of Directors shall have the discretion to increase or decrease these insurance standards using reasonable business standards on a case-by-case basis if warranted, i.e., if a special exception is required.

ARTICLE -10- AMENDMENTS

10.1. All proposed amendments to these By-Laws shall be submitted in writing to the President for consideration by the Club's deeded easement membership.  All such proposals shall be placed by the President, before the deeded easement members at two consecutive regular meetings for discussion. After having been brought up at two consecutive regular meetings, the amendments presented may be brought to a vote by the deeded easement members at that meeting or a later subsequent meeting. 

10.2. The Secretary is required to notify all deeded easement members of record in writing, at their home addresses, two weeks in advance of the next meeting of the changes that have been proposed. Included with the notification will be the text of the proposed changes together with a “Yes” or “No” absentee ballot for the use of those unable to attend.

10.3. A two-thirds majority of the deeded easement members present at that meeting, including absentee ballots received prior to the meeting where the vote is taken, will be required to amend these By-Laws.