Bylaws

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                                                                                 BYLAWS OF

                 HENDRICKS ISLE/ISLE OF VENICE NEIGHBORHOOD ASSOCIATION, INC.,

                             A FLORIDA NOT FOR PROFIT CORPORATION (“ASSOCIATION”)

                                                           ARTICLE I. NAME AND PURPOSE

Section 1.01. NAME. The name of the organization shall be HENDRICKS ISLE/ISLE OF

VENICE NEIGHBORHOOD ASSOCIATION, INC., hereinafter referred to as the “Association”.

It shall be a non-profit organization incorporated under the laws of the State of Florida.

Section 1.02. PURPOSE. The Bylaws shall govern the Association and its members and facilitate

the fulfillment of the purposes provided in the Articles of Incorporation. Specifically, the

Association has been formed for the purpose of addressing, protecting, and enhancing the lifestyle

of the residents and the property values within the geographic area of Hendricks Isle and the Isle

of Venice, Fort Lauderdale, Florida (the “Neighborhood”), and to foster and advance civic interests

and to address certain problems of concern.

                                                          ARTICLE II. BOARD OF DIRECTORS

Section 2.01. BOARD OF DIRECTORS. The affairs of the Association shall be governed by a

Board of not less than three (3) nor more than fifteen (15) directors, the exact number to be

determined from time to time upon majority vote of the Board of Directors. To the extent that

there is a sufficient number of Members willing and eligible to serve on the Board of Directors,

the Board shall consist of approximately the same number of Directors from both Hendricks Isle

and Isle of Venice at any given time. Any vacancies on the Board of Directors shall be filled by

majority vote of the remaining Board Members. Directors must be Members of the Association

and must be 18 years of age or older. Directors may not vote at Board meetings by proxy or by

secret ballot.

SECTION 2.02. AUTHORITY OF THE BOARD. The Board of Directors shall have the

powers and duties necessary for the administration of the affairs of the Neighborhood and may

take all acts, through the proper officers of the Association, in executing such powers. Such

powers and duties of the Board of Directors shall include, without limitation (except as limited

elsewhere herein), the following:

(a) Determining the expenses required for the operation of the Association.

(b) Adopting and amending procedural rules and regulations concerning the operation

of the Association.2

(c) Maintaining bank account(s) on behalf of the Association and designating the

signatories required therefor.

(d) Organizing and appointing persons to act as designees or agents of the Association.

(e) Obtaining and reviewing insurance for the Association, to the extent applicable and

desired by the Board of Directors.

(f) Addressing, responding to, discussing, and voting upon (when applicable) various

matters and issues affecting or potentially affecting the Neighborhood.

(g) Exercising (i) all powers specifically set forth in the Articles, these By-Laws and

in the Florida Not-for-Profit Act (Chapter 617, Florida Statutes), (ii) all powers incidental

thereto, and (iii) all other powers of a Florida corporation not for profit.

SECTION 2.03. MEETINGS OF BOARD OF DIRECTORS. Meetings of the Board of

Directors may be called from time to time by the President or by a majority of the Board, as needed.

Notice shall be provided to the Board Members not less than 72 hours in advance of the meeting

in writing or by email communication. Meetings may be held in person or virtually through

electronic means, or by a combination thereof.

SECTION 2.04. COMPENSATION. Neither Directors nor Officers shall receive compensation

for their services as such Directors and Officers shall be compensated for all actual and proper out

of pocket expenses relating to the proper discharge of their respective duties.

                                                                          ARTICLE III. MEMBERSHIP

SECTION 3.01. ELIGIBILITY FOR MEMBERSHIP. Any owner of a property located within

the Neighborhood is eligible for Membership in the Association upon full payment of the annual

dues. Properties owned by more than one person do not require additional memberships.

SECTION 3.02. MEMBERSHIP. Any person may become a member in the Association, upon

full payment of the annual dues. Membership entitles the person to a mailed or emailed copy of

any newsletter or other general communication created by the Board, and free participation in

Neighborhood events and meetings. Membership shall also include voting rights, when applicable.

SECTION 3.03. ANNUAL DUES. The amount required for annual dues shall be $50.00 each

year, unless changed by a majority vote of Board of Directors from time to time. Full payment of

the annual dues will entitle the property owner to full membership privileges for one (1) year from

the date of payment.

SECTION 3.04. VOTING RIGHTS. The full payment of the annual dues will entitle each

Member to one vote in all Association matters presented by the Board for vote.

SECTION 3.05. TERMINATION OF MEMBERSHIP. Membership in the Association is

automatically terminated whenever the Member is in default of payment of Association’s annual

dues.3

SECTION 3.06. RESIGNATION. Any Member may resign by filing a written resignation with

the Secretary of the Association. Any Member who no longer owns any property within the

Neighborhood shall automatically be deemed to have resigned his/her membership.

                                                                            ARTICLE IV. OFFICERS

SECTION 4.01. OFFICERS. The Association shall initially have the following officers:

(a) President - Debby Eisinger

(b) Vice President – Mitchell Karpf

(c) Vice President – Frank Terzo

(d) Treasurer – Randy Aube

(e) Secretary – Salvatore Gavilan

SECTION 4.02. ELECTION OF OFFICERS. The Officers shall be elected annually by

majority vote at the annual meeting of the Board of Directors.

SECTION 4.03. TERM OF OFFICE. The Officers shall serve a one (1) year term, with no

limitation on future terms.

SECTION 4.04. DUTIES. The duties of the Officers are as follows:

(a) PRESIDENT. The President shall be the principal executive officer of the

Association and shall preside over all meetings, represent the Association on public occasions, and

create such committees from the membership as shall be deemed advisable for the effective

conduct of the work of the Association.

(b) VICE PRESIDENT. The Vice President(s) shall assist the President as

needed, and represent the Association on appropriate occasions. The Vice President(s) shall also,

in the absence or disability of the President, perform the duties and exercise the power of the

President of the Association.

(c) TREASURER. The Treasurer shall collect, safeguard, disburse and make

periodic reports of all funds collected and disbursed in the name of the Association.

(d) SECRETARY. The Secretary shall keep attendance records and record the

proceedings of all meetings, maintain adequate records of the Association activities, and conduct

such official correspondence as shall be required.

(e) The duties of the Officers shall not be limited as enumerated above and are

in addition to such duties as are assigned by the Board of Directors.4

SECTION 4.05. VACANCIES AND REMOVAL FROM OFFICE. Any Officer may be

removed by a majority vote of the Board of Directors of the Association at any time (excluding

the Officer to be removed). Upon the death, removal, resignation, or incapacity of an Officer of

the Association, a majority of the Board of Directors of the Association shall elect a successor.

SECTION 4.06. MANAGEMENT. The Association shall be managed by the Officers so elected,

with powers consistent with the Articles of Incorporation and these Bylaws of the Association.

                                                    ARTICLE V. MEETINGS OF MEMBERS

SECTION 5.01. PLACE OF MEETINGS. Meetings of the Members shall be held at such place

determined by the President or a majority of the Board of Directors. Meetings may be held in

person or virtually through electronic means, or by a combination thereof.

SECTION 5.02. REGULAR MEETINGS. Regular Members Meetings of the Association shall

be periodically held, at a time and place designated by the President or the majority of the Board.

SECTION 5.03. ANNUAL MEETING. An Annual Meeting of the Members shall be held in the

month of January each year, if possible. At such meeting, the Members shall receive reports on

the affairs of the Association and transact any other business which is within the power of the

Members. If an Annual Meeting has not been called and held within six (6) months after the time

designated for it, any member of the Board of Directors may call the Annual Meeting.

SECTION 5.04. NOTICE OF MEETINGS. Written notice or email communication of each

meeting, stating the place, day, and hour of the meeting, shall be given by the Secretary of the

Association, or by the person authorized to call the meeting, to each Member of record entitled to

vote at the meeting. This notice shall be given at least seven (7) days before the date named for

the meeting.

SECTION 5.05. QUORUM. The Members present at any properly announced meeting shall

constitute a quorum at such meeting.

                                                              ARTICLE VI. VOTING

SECTION 6.01. VOTING. All issues requiring a vote by the Members shall be decided by a

majority vote of Members present at the meetings.

                                                     ARTICLE VII. COMMITTEES

SECTION 7.01. AUTHOROZATION TO ESTABLISH COMMITTEES. The Board of

Directors of the Association may establish committees and/or chairpersons for committees as

deemed necessary to pursue its stated objectives.5

                                                       ARTICLE VIII. FINANCES

SECTION 8.01. EXPENDITURES. Expenditures of funds greater than Two Hundred and

00/100 ($200.00) Dollars in any month must be approved by majority vote of the Board of

Directors of the Association.

SECTION 8.02. FINANCIAL REPORTS. Annual Financial Reports shall be prepared by the

Treasurer and presented to the Members at the Annual Meeting.

                                                      ARTICLE IX. AMENDMENTS

SECTION 9.01. PROCEDURE. These Bylaws may be amended by a majority vote of those

present at any regular meeting of the Members of the Board of Directors of the Association,

provided that seven (7) days written notice or email communication of the proposed amendment

and of the meeting is given to the Board Members.

                                                  ARTICLE X. INDEMNIFICATION

SECTION 10.01. INDEMNIFICATION. The Association shall indemnify any Officer, Board

Member or agent of the Association who was or is a party to any proceeding as a result of that

person’s position as an Officer, Board Member or agent of the Association against expenses and

amounts claimed or paid, or actually and reasonably incurred in connection with the defense or

settlement of such proceeding, including any appeal thereof. Such indemnification shall be

authorized if such person acted in good faith and in a manner he or she reasonably believed to be

in, or not opposed to, the best interests of the Association, except that no indemnification shall be

made under this subsection with respect to any claim, issue, or matter as to which such person shall

have committed a criminal or fraudulent act, or if any court of competent jurisdiction shall

determine upon application that, despite the adjudication of liability but in view of all

circumstances of the case, such person is fairly and reasonably entitled to indemnity for such

expenses. The indemnification provided for herein shall, in addition to the indemnity amount,

include all reasonable attorney’s fees and costs.

These Bylaws are hereby adopted as of the 14th day of September, 2021.