By-Laws of the North County Neighborhood Coalition, Inc. ("NCNC")
Approved: January 26, 2021
Revised and Updated: May 16, 2024
ARTICLE I – Purpose, Vision, and Mission Statement
The vision of the NCNC is to work for the greater good of property owners of the member communities in the northern geography of Palm Beach County.
The mission of the North County Neighborhood Coalition, Inc. (“NCNC”) is to strive to maintain and improve the quality of life for property owners in the northern geography of Palm Beach County. NCNC will engage in the planning process to influence the outcome of smart growth in order to have a positive impact on our communities and/or Member Associations and/or property owners in a Member Association. NCNC will exchange information of common interest with property owners and with the Association members and present a united front when interfacing with appropriate government officials, agencies, and various other organizations.
ARTICLE II – Membership
Section 1. NCNC membership is comprised of Member Associations, within Northern Palm Beach County. NCNC membership may include additional associations in accordance with Section 2 of this Article.
Section 2. NCNC membership shall be restricted to residential associations having property owners’ associations who have indicated their desire to join the NCNC. An application and application fee shall be submitted to the Executive Board of the NCNC to determine that requirements are met. The President of the NCNC shall place the application request, which meets the requirements, on the agenda for a vote at the next Board of Directors meeting of the NCNC. Application acceptance shall be by a majority vote of the Board of Directors. If an application for membership is denied, the application fee shall be returned to the applicant.
Section 3. Any Member Association may withdraw from the NCNC by delivering to the Secretary of the NCNC a written notice from their Board of Directors evidencing a decision to withdraw. Membership may be terminated for “Cause” by a majority vote of the Board of Directors. “Cause” shall mean any material violation of the governing documents of the Association as determined by the Board of Directors in its sole discretion. Membership shall be terminated through failure to meet the financial obligation as specified in Article VI, Sections 2 or 4. Election of a new Member Association shall be rescinded for failure to meet the financial obligation as specified in Article VI, Section 3.
ARTICLE III – Representation
Section 1. Representation to the NCNC shall be through a Delegate, duly appointed or otherwise authorized by each Member Association. Each Member Association shall appoint or otherwise authorize one Delegate as its representative and may register up to three (3) Alternates, any of which may represent the Member Association in the absence of the Delegate. The ranking of the Alternates shall be determined by the Member Association. All representatives will serve an indefinite term at the discretion of their Association.
Section 2. To preserve the one vote per Member Association, only the Delegate, or in the absence of the Delegate, the Alternate, each in accordance with Section 1 of this Article, shall have voting privileges. Delegates and Alternates shall have equal status in all Committees of the NCNC.
Section 3. Each Member Association should make certain that it is represented at every regular meeting. The Delegate (or any Alternate) may present to the NCNC any subject deemed appropriate during New Business at meetings of the NCNC. The Delegate (or Alternate) assumes the obligation to report to their respective Member Association the activities of the NCNC in a timely basis.
ARTICLE IV – Meetings
Section 1. Regular meetings of the NCNC will be held on the last Tuesday of each month at 4:00 pm (or such alternate day or time or place as may be determined by the Board of Directors). Notice of the meeting and an agenda or the purpose of each regular meeting shall be provided in advance of the regular meeting. The place and time of the regular meeting shall be included in the minutes of every regular meeting. The minutes shall be published and distributed to all Officers and Delegates and the President of each Member Association (or such other person designated by each Member Association).
Section 2. Special meetings may be called by the President of the NCNC or by a written petition to the President of the NCNC bearing the signatures of a Delegate from a majority of the Member Associations. The Secretary of the NCNC shall distribute to the Officers and Delegates a notice of the special meeting, including the purpose or agenda of the special meeting, a minimum of ten (10) days prior to the special meeting. The requirements to call for a special meeting may be waived at the discretion of the President of the NCNC.
Section 3. The regular meeting in March shall be designated as the Annual Meeting.
Section 4.
ARTICLE V – Voting
Section 1. The presence, either in person or by proxy, of forty (40) percent of Member Associations entitled to vote shall constitute a quorum at all meetings. The Board of Directors will determine the form and procedure of the use of proxies.
Section 2. Each Member Association, as represented by its Delegate or Alternate, shall have one (1) vote.
Section 3. Matters to be determined by the Member Associations or the Board of Directors shall be by a majority vote.
Section 4. There will be no cumulative voting and no preemptive rights.
ARTICLE VI – Funding
Section 1. Membership in the NCNC requires an annual fee. The Board of Directors will recommend the level of the annual fee for each Member Association. The fee will be based on the operating budget of the NCNC or the number of units within each Member Association or, fixed amount, as determined by the Board of Directors. The fiscal year shall be a calendar year. Payment for the required fee, (if by check made payable to the NCNC), shall be delivered to the NCNC per the invoice no later than January 31st.
Section 2. If the required annual fee is not received by NCNC within sixty (60) days of the billing date, a second letter will be sent by certified mail to the Treasurer of the Member Association concerned or such other person designated by the Member Association, stating that the Member Association has thirty (30) days to conform to the By-Laws.
Section 3. A new Member Association shall deliver, within sixty (60) days of election to membership, a proportionate amount of the established fee that is in effect at the time of election to membership.
Section 4. The Board of Directors may determine a need for a special assessment fund, between annual fee cycles, to enable important issues to be addressed that are not anticipated in the annual budget. If approved by the Board of Directors, a payment for the required special assessment (if by check made payable to the NCNC) will be sent to the NCNC within thirty (30) days of approval by the Board of Directors.
Section 5. All fees are non-refundable, and no part of any fee will be returned in the event of termination or resignation of a Member Association.
Section 6. The President is authorized to delegate the responsibility of conducting a financial review through a certified professional who shall prepare a financial summary to the Board of Directors to allow for the prior tax year
ARTICLE VII – Officers
Section 1. The Officers of the NCNC shall be a President, a Vice-President, a Secretary, and a Treasurer. All officers must be Delegates or Alternates as determined by their respective Member Associations. No one Officer shall hold more than one office at a time. An Officer must be a Director.
Section 2. There shall be no limit to the number of terms any Officer may serve.
Section 3. The Officers shall perform the duties prescribed by the Articles of Incorporation, the By-Laws, and by parliamentary authority based on Robert’s Rules of Order Newly Revised.
Section 4. Upon the resignation or inability of any Officer to serve, the Board of Directors shall authorize the appointment of an Officer to fill the unexpired term of the predecessor.
Section 5. Each Member Association, as represented by its Delegate (or Alternate), shall have one (1) vote for the election of each Officer.
Section 6. Any new or reelected Officers shall be confirmed individually by a majority vote of the Delegates (or Alternates) at a regular meeting of the NCNC.
ARTICLE VIII – Directors
Section 1. The four (4) initial and any new or reelected Officers shall be Delegates or Alternates confirmed individually by a majority vote of the Delegates taken annually at the regular meeting in February. The Board of Directors may comprise an odd number of three (3) and not more than seven (7) members.
Section 2. All Directors shall be Delegates (or Alternates) as determined by their respective Member Associations.
Section 3. Each Member Association, as represented by its Delegate (or Alternate), shall have one (1) vote for the election of each Director. Any new or reelected Directors shall be confirmed individually by a majority vote of the Delegates (or Alternates) at a regular meeting of the NCNC.
Section 4. Upon resignation of a Director, the office will be filled, for the unexpired term, by majority vote of the remaining members of the Board of Directors. If a Director is unable to temporarily fulfill his or her duties, the Board of Directors shall appoint a temporary Director until such time that the incapacitated Director is fully capable to resume the duties of the office. The individual replacing the Director must be a Delegate or an Alternate and has full rights and authority to act and perform the duties of the Director temporarily replaced.
Section 5. There shall be no limit to the number of terms of a Director.
Section 6. The Directors shall perform the duties prescribed by the Articles of Incorporation, the By-Laws, and by parliamentary authority based on Robert’s Rules of Order Newly Revised.
ARTICLE IX – Board of Directors
Section 1. The Board of Directors will have general responsibilities for the affairs, administration, and business of the NCNC between its meetings. The Board of Directors shall be subject to the orders of the NCNC. The Board of Directors shall make every reasonable attempt to ensure its actions accurately reflect the position of the total membership as determined by a vote of the Delegates.
Section 2. The Board of Directors may comprise an odd number of three (3) and not more than seven (7) members: the President, who shall act as its chair; and such other Officers or Directors nominated by the President.
Section 3. No more than two members of the Board of Directors may be from the same Member Association.
Section 4. The Board of Directors shall meet as required prior to the annual meeting of the NCNC and additionally as deemed necessary by the President. A majority of the members of the Board of Directors shall constitute a quorum.
Section 5. The Board of Directors shall establish by a resolution any matter, issue, proposal or new or old business that is within Article I. The resolution will be considered by each Member Association and thereafter voted by the representative Delegate (or Alternate) in accordance with the recommendations of each Member Association. If a matter, issue, proposal or new or old business requires urgent attention, the Board of Directors has the discretionary authority to vote and such vote will be timely reported to the Member Associations.
Section 6. The Board of Directors shall have the authority to retain, for compensation or as a volunteer, the services of a person for the purpose of serving in the capacity of a General Manager of the NCNC. The person shall be designated as “Executive Director”, or other title deemed appropriate by the Board of Directors. The General Manager shall have authority to manage the operations of the NCNC, to represent the NCNC at Member Association meetings and private and public meetings and events, and to take all actions deemed appropriate by the General Manager to advance and promote the purpose, vision, and mission of the NCNC consistent with the governing documents. The General Manager shall not be a director or officer of the NCNC but shall be entitled to attend meetings of the Board of Directors and to offer advice and guidance to the Board of Directors. The terms of the retention of the General Manager shall be set forth in a written agreement which shall be approved by a majority vote of the Board of Directors
ARTICLE X – Political Endorsement
No Board of Directors member or Director or Officer or Delegate or Alternate or committee member or property owner of any Member Association of the NCNC shall represent or appear to represent the NCNC in endorsing or promoting or supporting any political candidate or political issue on behalf of the NCNC.
ARTICLE XII – Amendment of By-Laws
Section 1. An amendment to the By-Laws will require approval of the proposed amendment by a majority of the Member Associations, as determined by a vote by the Delegate or Alternate in the absence of the Delegate at any regular or special meeting following the meeting at which the amendment is proposed.
Section 2. Any proposed amendment must be included in the next notice of meeting.
ARTICLE XIII – Rules
The rules contained in the current edition of Roberts Rules of Order Newly Revised shall govern the NCNC in all cases to which they are applicable and in which they are not inconsistent with these By Laws and any special rules or order the NCNC may adopt.
ARTICLE IX – Committees
Working committees, standing or special, shall be established by and report to the President as necessary to aid in the work of the NCNC. The President shall appoint the Chairperson of the committee. The Chairperson of the committee shall appoint the remaining members of the committee who must be property owners in one of the Member Associations. The President shall be an ex officio member of all committees.