UCO BYLAWS

The following UCO BYLAWS have been certified on December 2nd 2007... the amendments to them were approved by the Delegate Assembly on December 1st 2006. I'd prefer not to get into why it took over one year to certify and reproduce them, but here they are!

BYLAWS

UNITED CIVIC ORGANIZATION, INC

AS AMENDED DECEMBER 1ST. 2006

ARTICLE I
NAME

The name of the organization shall be UNITED CIVIC ORGANIZATION, INC. It may be referred to as UCO.

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 objectives 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 between or within 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 Corporation Statutes. 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 buildings) ...............................................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, 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.

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

ARTICLE VI

OFFICERS

A. The officers of UCO shall be a President, four (4) Vice Presidents, a Treasurer, a Corresponding Secretary, and a Recording Secretary. 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 Luncheon to be held in the month of March. 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 such that the March 2006 election will have filled the first two such vacancies. Each Annual Election thereafter will fill the vacancies created by the term completion of the other two Offices of Vice President. 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. In addition, there shall be the Office of President Emeritus. Such office shall be held, without election, by each retiring President during the first term of his immediate successor. The President Emeritus shall perform such duties as may be requested by the current President, with the approval of the Executive Board.


B. The Delegate Assembly may create additional offices below the rank of Vice President, may specify the duties of each such office and the requirements of election thereto; and may alter or dissolve such offices. Persons elected to any such office shall not, by virtue of their office, be members of the Executive Board.

C. Any vacancy of an elected office occurring before the expiration of a term shall be filled by the President on an emergency basis. In the event that the vacancy is in the Office of President, such vacancy shall be filled by a majority of the remaining Officers’ Committee Members. The filling of any vacancy in office must be approved at the next meeting of the Delegate Assembly at which a quorum is present. In the alternative, an election by the Delegate Assembly shall be held to fill the vacancy. Such officer shall serve for the un-expired term of the seat being filled.


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, ex officio, be a voting member of all committees other than the Nominating Committee, the Election Committee, and the Ombudsman 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 and approved by the Executive Board, 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 the Nominating Committee and Election Committee. Each Vice President will have an advisory role with a number of UCO committees, the distribution of which 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 CDs. 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 may substitute for either. A check will not be issued which does not carry two (2) signatures. He shall be Chairman of the Finance 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.

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.

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.






ARTICLE VIII

COMMITTEES

A. APPOINTIVE COMMITTEES

1. The President shall appoint such standing committees and such special committees and chairmen thereof as he may deem necessary or advisable. Any unit owner in Century Village who is in good standing as a member of UCO may be selected to serve as a member of any committee. The mission and term of service of any committee shall be established by the Executive Board. Committees shall keep records of their proceedings. 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 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 unless properly authorized beforehand.

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. NOMINATING COMMITTEE

1. In December of each year the President with the approval of the Executive Board shall appoint a Nominating Committee consisting of a chairman and ten (10) members. There shall be not more than one (1) member from any area. Not more than five (5) members of the committee may be members of the Executive Board.

2. The function of the Nominating Committee shall be to compile a slate of nominees for the election of a President, four (4) Vice Presidents, a Corresponding Secretary, a Recording Secretary, and a Treasurer, as well as the regular members of the Executive Board and submit same at the February meeting of the Delegate Assembly. They may submit more than one (1) name for any position.

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 and approved by the President with such powers and duties as may be stipulated by a vote of the Officers’ Committee and 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 chairs shall submit their proposed budget for the coming year to the Financial & Budget Committee by 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 Executive Board; the Delegate Assembly; 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 and Election Committee appointed by the President, 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. Any member of the Election Committee shall resign immediately from the Election Committee should he accept a nomination to an office or to the Executive Board, and the President shall immediately appoint a replacement.

4. No candidate for office or member of the Executive Board may tally votes.


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 Office 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. Should there be a tie vote for the 20th member of the Executive Board, it is up to the President to call for a runoff election as above, or name both candidates to the Board. If the latter option is exercised and both 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 flyers, bulletins, booklets, etc., which have been authorized by the UCO Delegate Assembly or, in case of an emergency, by the UCO Executive Board.

The Editorial Committee shall consist of an Editor and up to four Associate Editors, all appointed by the President of UCO, subject to the approval of the Officers’ Committee, the Executive Board, and the Delegate Assembly, with the President and all Vice Presidents of UCO serving as ex-officio members of the Committee.

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. The committee’s tasks are detailed in the Millenniun Operating Agreement, Paragraph 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 Nominating Committee of its nominations for Officers and Executive Board members.

2. Nominations from the floor.

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

B. NOMINATIONS FROM THE FLOOR – Nominations may be made by a Delegate from the floor at the Annual Meeting provided that:

1. The nomination is seconded by ten (10) or more delegates.

2. The nominee accepts the nomination.

3. 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.

C. 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 must be made available to members of the Delegate Assembly at least 48 hours prior to its next meeting.

D. SPECIAL AND EMERGENCY MEETINGS – Special meetings of the Delegate Assembly may be held at any time on call of the President or at the request in writing from any 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 means available. Attendance by a Delegate at an emergency meeting shall constitute a waiver by him of any objection to the place, time, or manner of calling the meeting.

E. NOTICE OF MEETINGS – Notice of the time, date, place, and purpose of all special meetings of the Delegate Assembly and all meetings at which an amendment to the Bylaws or the Articles of Incorporation is to be considered, shall be given to each Delegate at least seven (7) days prior to the day on which the meeting is to be held. Notice shall be given by personal delivery, by oral notice, or by first class mail. Notice of any meeting may be waived in writing by a Delegate. In addition, meetings may also be announced by posting on the bulletin board at the UCO office, and designated association bulletin boards, and in the UCO Reporter. All Delegate Assembly meetings shall be open for attendance of all members of UCO.

F. 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 and any special rules of order the Assembly may adopt, and any statutes applicable to this organization.

G. 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.

H. 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 Corporation Law. Members of the Executive Board must be Members of UCO, and 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 they serve. Any vacancy on the Executive Board occurring before the expiration of an elected term, may be filled by the affirmative vote of the majority of the Delegates present at any lawfully called and convened meeting of the Delegate Assembly. In the alternative, a formal election by the Delegate Assembly may be held to fill the vacancy.

B. The Executive Board shall consist of all the Officers of UCO and, in addition, twenty (20) Members elected by the Delegate Assembly at the March meeting of that body. The President may appoint additional members to the Executive Board, each appointment being subject to the approval of the Delegate Assembly. The total appointments must not exceed eight (8) in number. Each appointee must be a UCO Member, and must 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 they serve.

C. A candidate must be a member of UCO in good standing and he must declare his readiness to serve on at least two committees in order to be eligible to stand for election as a member of the Executive Board.

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 means available. Attendance by an Officer or Member at an emergency meeting of the Executive Board shall constitute a waiver by him of any objection to the date, time, location, or manner of calling the meeting.

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) full days in advance of the meeting whenever possible. Notice shall be given by personal delivery, publication in the UCO Reporter, oral notice, or first class mail.

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 marked 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 either of the following methods:

1. by the UCO Officers’ Committee.

2. by the UCO Advisory Committee.

3. by any UCO member in good standing. It must be submitted in writing together with a petition signed by at least 25 members in good standing. All proposals for amendment to the Bylaws shall be submitted to the Advisory Committee, who 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 recommend approval or disapproval of the amendment proposal.

The amendment proposal 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) as published requires an affirmative vote of not less than 2/3 (two-thirds) of the seated Delegates.

E. REMOVAL FROM OFFICE – Any Officer or Executive Board Member may be removed from office, for reason, based on submission to the President of written and signed charges, and after inquiry into the charges by the following procedure:

The President shall appoint a Board of Inquiry composed of not less than five (5) and not 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. The person(s) charged and the complainant(s) shall be invited to appear before this Board but neither can participate in any vote pertaining to these charges.

Should the President be the person charged, The Board of Inquiry shall be appointed by the Officers’ Committee with the Chairperson of the Advisory Committee as Chair. The seven members of the Officers’ Committee shall appoint this Board of Inquiry. This Board of Inquiry shall be composed of not less than five (5) and not 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 Executive Board, the affirmative vote of a majority of the entire Delegate Membership (175 votes) is required to effect the removal of an Officer or Executive Board Member. If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

F. In all articles of these Bylaws, the terms “office” and “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 of UCO, Officers, Executive Board members, the Delegate Assembly, or any or all committees.

H. 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;

2. meetings of the Nominating Committee and the Ombudsman Committee;

3. meetings pertaining to investigations of prospective new unit owners/occupants, etc.;

4. issues pertaining to paid employees.

I certify that the Bylaws shown above constitute a true and correct copy of the Bylaws of the United Civic Organization, Inc., adopted November 19th, 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 ___________________.


Dated: West Palm Beach, Florida, this 2nd day of December, 2007.

Secretary ____________________ SEAL