By-Laws of Coral Gate Homeowners Association, Inc.

1. Name: The name of this Corporation is: Coral Gate Homeowners Association, Inc.

2. Office: the office and principle place of business of this corporation shall be in the City of Miami, County of Miami-Dade, State of Florida.

3. Members: Any resident property owner of that portion of the area known as “Coral Gate Subdivision” in the City of Miami, according to the boundaries map, a copy of which is attached hereto, shall be eligible for active voting membership therein. Any resident of Coral Gate shall be eligible for non-voting membership, such member shall not be eligible to hold office. Any former member of the Association no longer a resident or resident property owner in Coral Gate shall be eligible to retain membership on a non-voting basis but shall not be eligible to hold office in the Association. No member of this Association shall endorse any candidate for any public office in the name of, or for the Association; Violation of By-Laws will subject a member to expulsion.

4. Dues: the annual dues for membership in the association shall be set by the Board of Directors. However, the dues shall not be less than twenty-five dollars ($25.00) per household for each calendar year. The dues are due and payable on the first day of each year. In the event a member should fail to pay his or her dues on or before April 1 for the calendar year for which such are payable, such member shall, after due and reasonable notice, be suspended from all of the privileges of membership in the Association, including that of voting or holding office.

5. Meetings: There shall be an annual meeting of this Association which shall be the last regular meeting of the Membership. The order of business at the annual meeting of the Association

a. The annual report of the Steering Committee Chair
b. The report of the Treasurer
c. The reports of the committees
e. Every second year: election of steering committee members and of directors

General Membership meetings may be called by the Steering Committee Chair, or by a majority of the Board of Directors or by written request of at least ten (10) members. Written request by the Members shall be made to the Steering Committee Chair. Written request for a General Membership meeting may be made by electronic mail. In the event of a Member Requested meeting, the Steering Committee Chair shall call the General Membership Meeting within thirty (30) days of receipt of the written request. All General Membership Meetings shall be announced and all Members notified at least five (5)

At any Regular or Annual Meeting of this Association called, any number of members present thereat shall constitute a quorum – for the transaction of business.
6. Officers: The officers of this Association are A Steering Committee of Four: one will be named Chair by a vote of the majority of members of the Steering committee. A vice-chair shall also be designated to act in the absence of the chair. The vice-chair, as well as, the other two steering committee members may also hold the position of Secretary and/or Treasurer.
Steering Committee Chair: shall be the executive head of the Association; and when present, shall preside at all General Membership Meetings and meetings of the Board of Directors. The Steering Chair shall appoint and dissolve all committees and shall perform such other duties as may be from time to time prescribed in the By-Laws or by the Board of Directors. The steering committee chair shall set the agenda for any general meetings, regular meetings, annual meetings and board meetings subject to approval by a majority of the board of directors. The agenda may be presented by email draft and the board members may vote by email.
Vice-Chair: in the absence or incapacity of the Chair, a Steering Committee member shall be designated Vice-Chair to act in the capacity of the Chair. The Vice-Chair shall perform all duties inherent in the office of the Chair, when the Chairperson is unavailable, and shall perform such other duties as may be from time to time prescribed in the By-Laws or by the Board of Directors.
Secretary: shall keep a written record of the minutes of all meetings of the Association and of the Board of Directors; shall be responsible for maintaining a permanent file of the records of the Association which shall include the official minutes of all meetings and all official correspondence. Shall make reports to the Board and to the Association as they may require, and shall perform such other duties as may be from time to time prescribed in the By-Laws or by the Board of Directors. The Secretary shall be responsible for keeping a current list of the email addresses of all Board Members.
Treasurer: shall be the custodian of all the funds of the Association and shall keep full and accurate records and accounts in books provided for that purpose, of all receipts, disbursements, credits, asset, liabilities, and general financial transactions of the Association. The Treasurer shall endorse for collection or deposit to the credit of the Association all bills, notes, checks, and other negotiable instruments belonging to the Association and coming into the Treasurer’s hands in such depositories as may be designated by the Board of Directors. the Board of Directors which may be made by email authorization, taking proper vouchers for all such disbursements. The Treasurer shall perform such other duties as may be from time to time proscribed in the By-Laws or by the Board of Directors. Any and all checks and other negotiable instruments shall be signed and delivered by two (2) of the following officers: Steering Committee Chair; Secretary or Treasurer. The Treasurer does not have to be a member of the The Treasurer shall disburse the funds of the Association as approved and Directed by The business of this Association shall be managed and directed by a Board of Directors which shall consist of the Steering Committee and no more than eleven (11) members elected as Directors. A quorum shall consist of not less than three (3) members of the Board of Directors. A Director who is also a member of the Steering Committee shall have only one (1) vote on the Board. Every Board member shall have a current email address on file with the Secretary.

Qualifications for Board Membership:
a. Must be owner in residence for at least three years
b. Is a volunteer for at least one year (deliver newsletters, etc.)
c. Is a dues paying member of the CGHA for a minimum of two (2) years
d. Board is responsible for ensuring that Applicant is the homeowner (check tax rolls)
e. Board reserves the right to make exceptions with the approval of a 2/3 majority for special nominations to the Board if it is to the benefit of Coral Gate.
Rules of Conduct per Ethics Committee:
a. What gets discussed at Board and Steering Committee Meetings is private.
b. Board Members must not proffer opinions (political or otherwise) as if they are representative of the CGHA.
c. There is one vote per owner-resident home

Meetings: The purpose of Steering Committee and Board Meetings are to strategize and work toward the betterment of the quality of life for residents of Coral Gate. These meetings are private, but special guests may be invited as needed. General Meetings are called at least once a year to keep residents informed about important issues. Regular meetings of the Board of Directors shall be held at such times and places as the Board may fix.

Special Meetings of the Board of Directors may be called by the Steering Committee Chair or by any three (3) Directors after reasonable notice, which notice shall specify the matters to be considered by such special meeting, and which notice may be verbal, by telephone, or by email. Any issue not specifically reserved for the General Meeting may be addressed by a Special Meeting of the Board of Directors as specified herein. Any issue that may be addressed by Special Meeting of the Board of Directors may be presented to the Board by specifying the question or action to be taken in an electronic mail communication regarding that issue. Said email must be sent to all of the members of the Board of Directors at the email address designated by said Board of Director with the Secretary. A quorum is established when at least three Board members have voted on the matter. Once an issue is presented in email format, the issue is closed for voting three (3) days after it is presented.

Terms: The term of office of those elected as Directors shall be for two years. There are no term limits as long as the Directors are reinstated every two years through election. Vacancies of Steering Committee Members and the Board of Directors shall be filled by the Board itself from the membership. The term of the new Board member shall be for the unexpired term of the Director or Officer whose place such member is appointed to take. Any officer or Director may be removed for cause by the affirmative vote of two-thirds (2/3) of the entire Board of Directors and notification thereafter.

8. Elections: A nominating committee of at least five (5) members, in good standing, shall be appointed by the Steering Committee Chair and approved by a majority of the Board of Directors. The nominating committee shall deliver to the general membership, through the official bulletin or publication of the Association, a list of the nominations for Steering Committee and Board of Directors of the Association at least twenty (20) days prior to the Annual Meeting. The nominating committee shall name a chairman by a majority vote. be submitted to the chairman of the nomination committee in writing at least ten (10) days prior to the annual meeting. floor at the annual meeting. Additional nominations other than those submitted by the nomination committee may Nominations for all Steering Committee Members and Directors may be made from the At the annual meeting the members shall vote for the Steering Committee and Directors The nominating committee shall act as tellers at said election, and may be augmented by the secretary and treasurer.
9. Committees: There shall be the following standing committees: Membership, Neighborhood
Improvement, Public Relations and Ethics. There shall be a minimum of three (3) members on
10 Amendments of By-Laws: These By-Laws may be repealed, rescinded, altered, or amended, either in whole or In part, by a two-thirds (2/3) majority of those members voting at any regular or annual meeting. However, before the By-Laws may be so repealed, rescinded, altered or amended, ten (10) days’ notice must be furnished to each and every member in writing, and the proposed nature of change stated in the notice. These changes may be posted on the Coral- website as a means of reaching Coral Gate residents.