Bylaws of Light and Life Park, Inc.

(As of the Members' Meeting March 11, 2013)

 

TABLE OF CONTENTS

ARTICLE I  NAME, ADDRESS, PURPOSE

ARTICLE II  PARLIAMENTARY PROCEDURE

ARTICLE III  MEMBERSHIP

ARTICLE IV  MEMBER BUSINESS MEETINGS

ARTICLE V  MONTHLY MEETINGS OF MEMBERS

ARTICLE VI  SPECIAL MEETINGS OF MEMBERS

ARTICLE VII  ANNUAL MEETING

ARTICLE VIII  ELECTIONS AND VOTING

ARTICLE IX  COMMITTEES

ARTICLE XI  AMENDING THESE BYLAWS

ARTICLE XII  BOARD OF DIRECTORS

ARTICLE XIII  RESIDENCE OWNERSHIP

ARTICLE XIV  INDEMNIFICATIONS & ARBITRATION

 

 

ARTICLE I   NAME, ADDRESS, AND PURPOSE

1.1 These are the Bylaws of “Florida's Light and Life Park, Inc.” (Park) a non-profit corporation formed under the laws of the State of Florida. 

1.2 The Park office is located at 5602 Deeson Road, Lakeland, FL 33810.

1.3 The purpose of the Park is to establish and maintain a Christian retirement community of adults at least fifty-five (55) years of age to promote holy living, service to the community, and the preaching of the Word of God. 


ARTICLE II  PARLIAMENTARY PROCEDURE

2.1 Robert’s Rules of Order in the latest edition is the guide to parliamentary procedure for business meetings of the Park. 

2.2  The quorum for a meeting of Members is twenty-five percent (25%) of the Members. 

2.3 The President shall appoint a parliamentarian to provide procedural counsel to the President, when requested.

 

ARTICLE III  MEMBERSHIP

3.1 The current owners of residences at the Park, except for owners of units in the camping area, are defined as Members of the Park (Members).  The spouse of such a qualified Member is also a Member.

3.2 To own or lease property at the Park, except as provided in Art. 3.4, the individual must be at least 55 years old, except on written consent of the Board, and a member of the Free Methodist Church (FMC) for the two (2) years immediately before the purchase or lease. 

3.3 As an exception to Article 3.2, the two-year requirement of membership in the FMC may be waived, on written request to the Board of Directors of the Park (Board), by a purchaser who previously was an adult member of the FMC for at least five (5) years and is currently a member of the FMC.

3.4  At least 80% of the privately owned Park residences must be owned by members of the FMC.  Non-Free Methodists may own Park property if they hold a faith similar to that of the FMC and if they agree to and sign all documents required for residency at the Park as stated in the Park Rules and Regulations.

3.5  Members may deed their interest in their property to a revocable living trust created by such Member so long as the deed of conveyance contains the normal restrictions required of all transfers.  Despite such transfer, the Member making the transfer to trust shall continue to be deemed to be the owner and Member for the purposes of the application of all rules and regulations.  Irrespective of whether park property is owned in trust, or otherwise, a Member’s death shall initiate the transfer restrictions which shall remain in full force and effect.

 

ARTICLE IV  BUSINESS MEETINGS OF MEMBERS


4.1 The usual order of business at meetings of Members is:

       (a) Roll Call (May be via sign-in sheets)

       (b) Proof of notice of meeting or waiver thereof

       (c) Reading, correction, and approval of preceding minutes

       (d) Election voting (if an election meeting)

       (e) Reports of officers

       (f) Reports of committees

       (g) Old business

       (h) New business

       (i) Adjournment

       (j) Announcements

       (k) Dismissal

 

4.2 Each motion that has a budgetary impact shall have been presented in writing to the Board at least fourteen (14) days earlier, before it may be voted upon by Members present and entitled to vote.

4.3 To override a decision or reversible action of the Board, a ¾ vote of the Members is required, after a twenty-one (21) day notice of specific intent to override is posted at Hood Hall.  This override procedure is not available for emergency decisions nor for routine operations that have been budgeted.

4.4  Approved minutes of the most recent meetings of the Membersand of the Board shall be posted at Hood Hall.  A corrected copy of these Minutes for the most recent three (3) years shall be duplicated by the Secretary and kept available for inspection by Members in the Park office during business hours.  Archival documents of the Park, including corrected minutes, shall be kept by the Secretary in a locked file at the Park for at least seven (7) years. 

 

ARTICLE V   MONTHLY MEETINGS OF MEMBERS

5.1  Monthly business meetings of Members shall be convened at 7 P.M. in Season (Nov.—April) on the second Mondays, except when a January has five (5) Mondays the Business Meeting shall be on the third Monday."

 

ARTICLE VI   SPECIAL MEETINGS OF MEMBERS

6.1 A special meeting of Members, for a stated purpose, may be called by the President or Secretary.

 

ARTICLE VII   ANNUAL MEETING

7.   The Annual Meeting of Members (Annual Meeting) shall be held on the second Monday of March.  This meeting shall be held at Hood Hall unless the Board determines that the meeting should be held elsewhere at the Park.  At the Annual Meeting, Directors shall be elected and reports of Park business shall be presented and considered.

 

ARTICLE VIII   ELECTIONS & VOTING

8.1 Members may vote if and only if they are present at the meeting. 

8.2 Before the Annual Meeting, the Board shall appoint eight (8) Members as Tellers who shall be divided into two groups with a Head Teller designated by the President for each group.

8.3 After a slate of nominees is presented by the Nominating Committee (NC), nominations, except for Directors, shall be invited from the floor. 

8.4  Except for nominations to social committees, the NC shall seek to nominate at least two (2) candidates for each vacancy.

8.5  Before making any nomination, the Member desiring to do so must consult with the potential nominee to determine that the potential nominee is willing to serve if elected.

8.6  If more than the allowed number of votes is cast in a ballot by a Member, that Member’s complete ballot is void and not counted by the Tellers.

8.7  The Tellers shall count the ballots and promptly report the full results in writing to the President, who shall announce all election results.  Tellers are to deliver counted ballots to the Secretary for preservation for a 13-month archival period.

 

ARTICLE IX   COMMITTEES

9.1  At each January meeting of Members, three Members shall be elected by written ballot to two-year terms on a standing Nominating Committee (NC).  Nominations for the NC shall be made from the floor by Members.  These nominees must be members of the FMC.  They may not serve more than four (4) years consecutively.  The three (3) candidates receiving the three (3) greatest number of votes shall be elected.  They shall begin to serve immediately and shall serve until replaced.  Subsequent NC vacancies, as certified by the Board Secretary, shall be filled by a majority written vote of the Park Members.

9.    The standing Audit Committee (AC) shall consist of three (3) Members elected at the Annual meeting to three-year staggered terms.  It shall conduct or supervise an annual audit of Park funds and report the results at the February business meeting. 

 

ARTICLE X   (Purposely left blank)


ARTICLE XI   AMENDING THESE BYLAWS

11.1  A standing Bylaws Review Committee (BRC) shall consist of six (6) Members elected to three-year staggered terms.  It shall review the Bylaws of the Park and, after consultation with the Board, submit a report with recommendations, preferably at the January meeting of Members, for appropriate action at the following meeting of Members.  (Per Article 14 of Restated and Amended Articles of Incorporation Of Florida’s Light and Life Camp, Inc.)

 

ARTICLE XII  BOARD OF DIRECTORS

12.    The business and legal affairs of the Park shall be conducted, and corporate authority for the Park shall be exercised, by or under the authority of the Board, unless the Park's Articles of Incorporation, or these Bylaws require otherwise.

12.2  A quorum of the Board shall be a majority of the Board.  If a quorum is not present at the beginning of a meeting, it may be adjourned by the vote of a majority of those present, to a specified date, at least three (3) days later, at which time those present shall constitute a quorum.

12.3 Directors shall be elected at each Annual Meeting.  Each Director and each Executive Officer shall hold office until a successor is elected, or until that Director or Officer resigns, is recalled, or is no longer a Member.

12.4 The Board shall consist of nine (9) Directors all of whom shall be Members of the Park and of the FMC.

12.5 The Directors shall be elected by a majority ballot vote from a slate of candidates nominated solely by the NC, which shall post an autobio-graphical sketch of each candidate two (2) weeks before the election.

12.6  The full term of a Director shall be three (3) years.  No Director may serve more than seven (7) consecutive years.  At least one (1) year must elapse before a Director may be reelected after serving two consecutive full terms.

12.7    A vacancy on the Board shall exist upon (a) the death, or resignation, of any Director; (b) the failure of the Members to elect the full authorized number of Directors at the Annual Meeting; (c) an increase in the number of Directors; or (d) the recall of a Director.

12.8    A Director may be removed, without a stated cause, by a written vote of a majority of all of the remaining Directors.  A Director may be removed by the Members after a petition to do so is signed during the previous 30 days by 100 Members and submitted to the Secretary, followed by a written vote of 2/3 of Members voting.

12.9    Any Director may resign at any time by giving written notice to the President, or the Secretary.  The resignation takes effect at the time the notice is received unless a later time is specified in the notice. 

12.10  A midterm vacancy on the Board may be filled by vote of a majority of the remaining Directors.  Each Director so designated shall serve until the next Annual Meeting.

12.11  The Board shall meet each month in season on at least seven (7) days' notice in person to each Director or by mail, email, telephone, or telegram for each meeting, on dates set by the President.

12.12  The President may call special meetings of the Board on three (3) days' notice in person to each Director, or by mail, email, telephone, or telegram, stating the meeting’s time, place, and purposes, or by the President or Secretary on similar notice by written request of any four (4) Directors.

12.13  Waiver of notice of a meeting of the Board may be made, in writing, by a Director.  Attendance by a Director at a Board meeting without specific objection by the Director is deemed waiver of notice.

12.14  A three-day notice of the time and place of each meeting of the Board shall be posted prominently at Hood Hall.  Any Member may attend Board meetings, without voice except on invitation of the President.  Early in each regular meeting of the Board, Park Residents shall be invited to speak, each on a single issue, for two minutes, extendable by the President.  However, Members may not attend executive portions, i.e., those for which the President states that confidentiality is needed.

12.15  The Board may employ a Park Administrator to carry out Park policy in the routine operation of the Park property and functions, with compensation to be set by the Board.

12.16 Directors receive no compensation for their services as Directors, and if retained to perform other specific services, this Director shall be reasonably compensated for such employment only to the extent specifically authorized in advance by a two-thirds (2/3) majority vote of all of the other Directors.

12.17 Within five (5) days after the Annual meeting, the Directors shall elect from the Board by written ballot the following four as the executive officers of the Park.  They shall hold office for one (1) year at the pleasure of the Board, subject to removal by a majority vote of the Board without a stated cause, and replaced when necessary, at the next meeting of the Board.  These officers shall constitute the Executive Committee (XC):

(a) President: the chief executive officer, who presides at all meetings of the Board and of the Members, with the powers usual for a president of a non-profit Florida corporation.  (b) Vice President: acts in place of the President when the President is absent or unable to act, and performs such other duties as the Board may specify.  If the President and the Vice President are both unable to act, the Board shall appoint some other Director to act on an interim basis. (c) Secretary: records and posts corrected and approved minutes of actions passed in meetings of Members and of the Board (Executive portions may not be posted.), is custodian of the official documents of the Park, and sends notices and reports as specified herein and by law.  (d) Treasurer: has charge of Park funds and securities, and keeps written accounts and records of financial transactions, and is responsible for monies and valuables and supervises the assets in depositories utilized by the Park.  The Treasurer shall be bonded at Park expense. 

12.18  A Director may hold two offices, but the President may not hold the office of Secretary.

12.19  Urgent issues arising in the off-season shall be dealt with by the XC after consultation with Directors available at the Park and with the other Directors if feasible.  Such actions shall be reported promptly to all Directors and shall be reviewed by the Board in a meeting early in the following season.

12.20  The Board may appoint other officers or agents as it deems necessary, each of whom shall hold office for period of time, have the authority, and perform the duties in the management of the property and business of the Park, as may be determined by resolution of the Board, consistent with these Bylaws.  The Board may delegate to any officer or committee the power to appoint subordinate officers, subcommittees, or agents, and to specify their duties.

12.21  The Board shall establish rules, regulations, and guidelines for the use of the property and facilities at the Park and publish them in the Park Rules and Regulations. 

12.22  The Park may bar any person or persons from any or all recreational facilities for improper behavior or infractions of the Park Rules and Regulations as determined by the Board. 

12.23  No gift or grant shall be accepted if it contains conditions which would restrict or violate any of the Park’s religious, charitable, or educational purposes nor if it would require serving a private rather than a public interest.

12.24  No designated gift or grant shall be accepted by the Park before the Board has agreed to the designated conditions.

12.25  Any proposed expenditure of funds by the Board that is not authorized by the Budget, should be referred to Finance Committee for review.

 

 

ARTICLE XIII  RESIDENCE OWNERSHIP

13.1  To transfer property an Application to Acquire a Deed, Lease or Right to Occupy Property in Light and Life Park, Inc, must be submitted to the Park Administrator who shall forward all completed applications to the Board or its designee, for approval or disapproval.

13.2  Park property that is transferred to an individual who is not a member of the FMC shall be disposed of within one (1) year in accordance with the deed or lease agreement, except as may be provided in Article 3.4.

13.3  All lot leases are issued for a period of twenty-five (25) years.

13.4  Non-payment for lot leases, operating fees, or assessments, for one year is just cause for repossession of the property. 

13.5  All late payments shall be assessed an additional charge, as published annually.


13.6    Assessments and charges shall be secured by a lien against the property against which the assessment or charge is made, in favor of the Park, with priority status except as to any institutional first mortgage purchase lien on the property. 

13.7    Any owner or lessee cited for a violation of a Federal, State, or Municipal law, the violation of which may be deemed as detrimental to the health, safety or welfare of any resident, employee, or agent of the Park, or is cited for a violation of any Park rule or regulation, shall be issued a notice to correct said violation within thirty (30) days of the date of the issuance of the notice.  If the owner or lessee fails to correct the violation within thirty (30) days of the issuance of the notice, the Board may terminate the property rights of the owner or lessee in the premises.  If the property is owned, the Board may initiate action to require the sale of the property.  If the property is leased, the Board may initiate action to terminate the lease immediately. 

13.8    Unless otherwise permitted by the Board, all property owned or leased at the Park shall be occupied by the owner or lessee at least thirty (30) days per year.

13.9    Using the property for any purpose other than as a personal residence, unless otherwise permitted by the Board, shall result in the termination of Membership in the Park.

13.10  No construction, external alteration, addition, or remodeling of any building may be started before obtaining written approval from the Park Administrator.

13.11  No permanent placement or relocation of any residential unit is allowed before obtaining written approval from the Park Administrator.

13.12  All new construction shall conform to applicable governmental Building Code.  All plans for construction shall be filed in the Park office at the time of initial request for approval.

13.13  Approval may be denied if in the opinion of the Park Administrator the requested changes are substandard or will not be in keeping with the nature of the existing Park.  An owner may appeal the Park Administrator’s denial by submitting a written notice of appeal to the Board, or to a subcommittee of the Board which has been established for the purpose of hearing such appeals, within fourteen (14) days of receipt of the Park Administrator’s denial.  Actions taken by the Board, or its duly appointed subcommittee, shall be binding.  The Board may promulgate rules and regulations concerning the nature of improvements and the placement or relocation of any residential unit. 

 

ARTICLE XIV  INDEMNIFICATIONS AND ARBITRATION

14.1     The Park may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceeding, whether civil, criminal, administrative, or investigative, including all appeals (other than an action by or in the right of the Park) by reason of the fact that the person is or was a Director, officer, employee, or agent of the Park, against expenses, including reasonable and customary attorneys' fees, judgments, fines, and amounts paid in settlement reasonably incurred by him in connection with the action, suit, or proceeding; and provided that the person acted in good faith and in a manner he or she reasonably believed to be not opposed to the best interests of the Park and, with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.  The termination of any action, suit, or proceeding by judgment, order, settlement, conviction, or on a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner that he reasonably believed to be in or not opposed to the best interests of the Park and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his or her conduct was unlawful.

14.2     Any indemnification made under this Article, may be made by the Park only as authorized in the specific case on a determination that indemnification of a Director, officer, employee, or agent is proper in the circumstances because he has met the applicable standard of conduct given in Article 14.1.  The determination shall be made (a) by a majority vote of the Directors who were not and are not parties to or threatened with the action, suit, or proceeding;   (b) by independent legal counsel in a written opinion, if the described quorum is not obtainable or if a majority vote of a quorum of disinterested Directors so directs; or (c) by a majority vote of the Members of the Park.

14.3     Expenses of each person seeking indemnification under this Article may be paid by the Park as they are incurred, in advance of the final disposition of the action, suit, or proceeding, as authorized by the Board in the specific case, on receipt of an undertaking by or on behalf of a Director, officer, employee, or agent to repay the amount, even if it is ultimately determined that he or she is not qualified to be indemnified by the Park.

14.4     The indemnification provided by this Article shall be deemed to be discretionary unless otherwise required as a matter of law or under any agreement or provided by insurance purchased by the Park, both as to action of each person seeking indemnification under this Article in that person’s official capacity and as to action in another capacity while holding that office, and may continue as to a person who has ceased to be a Director, officer, employee, or agent and may inure to the benefit of the heirs, executors, and administrators of that person.

14.5     The Park may purchase and maintain insurance on behalf of any person who is or was a pastor, deacon, Director, officer, employee, or agent of the Park against any liability asserted against him and incurred by him in that capacity, or arising out of his status in that capacity, whether or not the Park would have the power to indemnify him against liability under the provisions of this Article.

14.6     Believing that lawsuits between believers are contrary to Scripture, all Members shall agree to submit to binding arbitration any matters which cannot otherwise be resolved, and expressly waive any and all rights in law and equity to bringing any civil disagreement before a court of law, except that judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. 

14.7     In the event of any dispute, claim, question, disagreement arising out of or relating to these Bylaws or any other Park matter, the parties shall use their best efforts to settle such disputes, claims, questions, or disagreement as befits Christians.  Accordingly, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests not to disgrace the name of Christ, seek to reach a just solution.  If they do not reach such solution within sixty (60) days, then upon notice by either party to the other, disputes, claims, questions, or differences shall be finally settled by arbitration as described in Article 14.6 and such Procedures for Arbitration as are adopted by the Board, when needed.

==