Jupiter Farms Residents Board
Jupiter Farms Residents Board, or JFR, is a liaison between government agencies and the Farms community. It serves as the Farms’ advocate when dealing with governmental entities, and it strives to protect our rural lifestyle in the Farms. The members of the board keep the residents informed of current issues that affect our community and bring them together to help protect our rural lifestyle. JFR hosts annual events and fundraisers to build and better our community. It supports the programs of various Jupiter Farms organizations, manages the community pavilion, and funds scholarships for Jupiter Farms students.
History of the JFR Board
JFR was organized in the early nineties when many Farms residents opposed a regional shopping center that was suggested for the property on which the Jupiter Farms Shopping Center has been built. The founding members of JFR were instrumental in getting the proposed center downsized. They helped to establish architectural guidelines for country-style buildings and hours of operation suitable for the rural community. Since then, JFR has and will continue this commitment to preserving our country lifestyle of the Farms.
Current Board of Directors
Jillian Simensky, President
Paola West, Vice President
Kristen Atwood, Treasurer
Matthew Gitkin, Secretary
Kevin Raub Jennifer Kerlin
Melissa Dunlap Kathy Fahey
BYLAWS
OF
JUPITER FARMS RESIDENTS ASSOCIATION, INC.
ARTICLE I. OFFICES
The principal office of the corporation in the State of Florida shall be located in Palm Beach County. The Corporation may have such other offices within the State of Florida, as the board of directors may designate.
The registered office of the corporation, required by the Florida Corporation Laws to be maintained in the State of Florida may be, but need not be, identical with the principal office in the State of Florida, and the address of the registered office may be changed from time to time by the board of directors.
The boundaries of the Jupiter Farms Residents shall extend west of the Loxahatchee River to the east of the Seminole Pratt & Whitney Road to the north of the C 18 canal, excluding Caloosa and Palm Beach Country Estates, and south of the Martin County Line with the exception of Ranch Colony.
ARTICLE II. MEMBERSHIP
Whereas, the boundaries of the Jupiter Farms Residents shall extend west of the Loxahatchee River to the east of the Seminole Pratt & Whitney Road to the north of the C 18 canal, excluding Caloosa and Palm Beach Country Estates, and south of the Martin County Line with the exception of Ranch Colony;
Therefore, any resident within these boundaries, above the age of 18, shall be considered a member of Jupiter Farms Residents and may prove said residency with a current government-issued ID or current utility bill denoting an address within the abovementioned area.
Section 1. Annual Meeting.
The annual meeting of the membership shall be held in the month of June in each year, at the hour of 7:00 P.M., or at such other time on such other day within such months as shall be fixed by the board of directors, for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday in the State of Florida, such meeting shall be held on the next succeeding business day. If the election of directors shall not be held on the day designated herein for any annual meeting of the members, or at any adjournment thereof, the board of directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be, upon thirty (30) days notice to the membership.
Section 1A – At the April General Membership Meeting – the Board will entertain nominations for upcoming vacant/vacating seats, in anticipation of the upcoming Annual June Meeting/Election. This open nomination period will run from the April JFR General Membership Meeting through and including the May Meeting, when Nominations will be closed.
Section 2. Special Meetings.
Special meetings of the membership for any purpose or purposes, unless otherwise prescribed by statute, may be called by the board of directors upon public notice to the membership, and shall be called by the president, upon public notice to the membership, at the request of not less than ten members entitled to vote (of which five [5] must be seated board members).
Section 3. Place of Meeting.
The board of directors may designate any place as the place of meeting for any annual meeting or for any special meeting.
Section 4. Notice of Meeting.
Written notice stating the place, day and hour of any meeting, other than the annual meeting (30-day notice), shall, unless otherwise prescribed by statute, be delivered or published not less than five (5) days before the date of the meeting. Methods of notice shall be via email and/or mail and/or social media
Section 5. Voting Qualifications.
All residents within the abovementioned boundaries, of majority age, shall have voting rights and shall be considered members.
Section 6. Quorum.
Fifteen (15) members present in person shall constitute a quorum. Absent a quorum, no binding vote can be taken. If a quorum should emerge, no later than one (1) hour before the usual and customary adjournment time, binding votes can be taken after the quorum is present.
Section 7. Voting.
Each member shall be entitled to one vote upon each matter submitted to a vote at any meeting.
ARTICLE III. BOARD OF DIRECTORS
Section 1. General Power.
The business and affairs of the corporation shall be managed by the board of directors.
Section 2. Directors.
Directors must be members/residents within the boundary area described in Article 1 who have resided within the Jupiter Farms boundaries for a minimum of two years, and having attended, at minimum, four (4) Jupiter Farms Residents meetings within the past calendar year leading up to their nomination for a Director position (with nominations usually occurring in April).
Section 3. Annual Meeting.
An annual meeting of the outgoing and newly elected incoming board of directors shall be held immediately after, and at the same place as the annual meeting of members; to ensure a smooth transition of powers to the newly elected directors.
Section 4. Special Meetings of the Board of Directors.
Special meetings of the board of directors may be called by or at the request of the president or any three (3) directors. The person or persons authorized to call special meetings of the board of directors may fix any place, as the place for holding any special meeting of the board of directors called by them, unless a majority of directors disagree with the choice of place and then at such other place as the majority of directors so choose. An officer must be present for a duly authorized special meeting to occur.
Section 5. Notice.
Notice of any special meeting shall be given at least 24 hours previously thereto, by telephone, email, via social media bulletin board, or in person. Any director may waive notice of any meeting. The attendance of a director waives improper notice. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
Section 6. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business at any meeting of the board of directors. Except as provided in Article III, Section 9, absent a quorum, no binding votes can be taken. If a quorum should emerge no later than one (1) hour before the usual and customary adjournment time or at some other time upon proper notice.
Section 7. Manner of Acting.
The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors.
Section 8. Action without a Meeting.
Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if a majority consent in writing.
Section 9. Vacancies.
When a vacancy on the Board of Directors occurs, nominations for new Directors may be received from present Board members at any regular Board meeting, and immediately voted upon by the Directors. Directors elected to fill such vacancies shall serve for the remainder of that seat’s term.
Section 10. Compensation.
A director shall serve without compensation. However, a director, upon resolution of the board, may receive a stipend or reimbursement for expenses in conducting board authorized business.
Section 11. Presumption of Assent.
A director of the corporation who is present at the meeting of the board of directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless said director votes against such action or abstains from voting in respect thereto because of an asserted and perceived conflict of interest. A director shall not abstain from voting on any matter except where there is an asserted and perceived conflict of interest.
Section 12. Removal From Office.
A director shall be deemed to have tendered a de facto resignation if the said director has suffered three (3) unexcused absences from board meetings in a calendar year during their term. Any director may be removed from the board if the best interests of the corporation will be served thereby, and only after a hearing consistent with an individual’s rights to due process, unless so waived by the individual in question, and upon a majority vote of the board of directors. The removed director shall not be allowed an appeal of their removal to the membership. There shall be written notice to the individual and the board of directors of at least thirty (30) days prior to the removal hearing. A continuance of the removal hearing shall be allowed only upon good cause shown and asserted to by a majority of the board of directors.
Section 13. Number, Tenure, Term, and Elections.
The Board of Directors shall consist of, between five (5) and nine (9) Directors that will serve for a two (2) year term of office. Elections will occur annually at the Jupiter Farms Residents Annual Meeting (held in June) with half of the body [+/- 1] elected each year, in staggered terms. Each board member is expected to participate in the planning and execution of 12 monthly Board of Directors meetings, 10 monthly residents’ meetings, and all events and fundraisers sponsored by Jupiter Farms Residents.
The Board of Directors shall be elected from the members of Jupiter Farms Residents, Inc. Voting for the Board of Directors shall be by members who are present at the Jupiter Farms Residents Annual Meeting.
The Board of Directors shall appoint a nominating committee, consisting of at least three Directors whose positions are not open for election. The duty of this committee shall be to accept nominations or nominate candidates for the Board of Directors, and to prepare a written ballot for voting.
The nomination period shall extend from the April JFR Meeting through and including the May JFR Meeting.
The Nominating Committee shall conduct elections. Director candidates receiving the greatest number of votes shall be considered elected. In the event of a tie, the tie shall be broken by re-vote.
With nominations taking place during the period from the April General JFR meeting through and including the May General JFR meeting (Article II, sec 1A) and Elections taking place at the JFR Annual Meeting in June (Article II, sec 1), the time period from election through and until the end of the fiscal year, June 30 (Article VI), shall be considered a transitioning period when the outgoing board shall mentor and advise the newly elected trustees.
ARTICLE IV. OFFICERS
Section 1. Number.
The officers of the corporation shall be a president, one or more vice-presidents (the number thereof to be determined by the board of directors), a secretary, a treasurer, each of whom shall be elected by the board of directors. Such other officers and assistant officers as may be deemed necessary may be elected or appointed by the board of directors.
Section 2. Election and Term of Office.
The officers of the corporation to be elected by the board of directors shall be elected annually by the board of directors from the board of directors at the first meeting of the board of directors held after each annual meeting of the members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until a successor shall have been duly elected and shall have qualified or until their death or until said officer shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal.
See Article III, Section 12.
Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the board of directors for the unexpired portion of the term upon a majority vote of the directors at a duly authorized meeting.
Section 5. President.
The president shall be the principal executive officer of the corporation and, subject to the control of the board of directors, shall, in general, supervise and control all of the business and affairs of the corporation. The president shall, when present, preside at all meetings of the members and of the board of directors unless they should turn over the gavel. The president may sign, with the secretary or any other proper officer of the corporation thereunto authorized by the board of directors, contracts, or other instruments which the board of directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation or shall be required by law to be otherwise signed or executed; and in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time.
Section 6. The Vice-President.
In the absence of the president or in the event of death, inability or refusal to act, the vice president (or in the event, there be more than one vice-president, the vice-presidents in the order designated at the time of their election, or in the absence of any designation, then in the order of their election) shall perform the duties of the president, and when so acting, shall have all the powers of and be subject to all the restrictions upon the president. Any vice-president shall perform such other duties as from time to time may be assigned by the president or by the board of directors.
Section 7. The Secretary.
The secretary shall: (a) keep the minutes of the proceedings of the members and of the board of directors in one or more books provided for the purpose; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) be the custodian of the corporate records; (d) keep a register of the address of each member; (e) sign with the president, or any duly authorized officer, documents of which shall have been authorized by resolution of the board of directors; and (f) in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to by the president or by the board of directors.
Section 8. The Treasurer.
The Treasurer shall: (a) have charge and custody of and be responsible for all funds and securities of the corporation; (b) receive and give receipts for money due and payable to the corporation from any source whatsoever, and deposit all such money in the name of the corporation in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article V of these Bylaws; and (c) in general perform all of the duties as from time to time may be assigned by the president or by the board of directors. If required by the board of directors, the treasurer shall give a bond for the faithful discharge of their duties in such sum and with such surety or sureties as the board of directors shall determine. The treasurer’s books shall be annually audited by at least three (3) trustees voted by the membership for that limited purpose.
Section 9. Assistant Secretaries and Assistant Treasurers.
The assistant secretaries and assistant treasurer, if deemed necessary, in general, shall perform such duties as shall be assigned to them by the secretary or the treasurer, respectively, or by the president or the board of directors. Section 10. Compensation. See Article III
Section 10. Compensation.
See Article III Section 10.
Section 11. Removal from Office. See Article III Section 12
ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS
Section 1. Contracts.
The board of directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the corporation and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the board of directors. Such authority may be general or confined to specific instances.
Section 3. Banking Practices
All corporate associated bank accounts of any sort must have a minimum of two (2) officers on each account. These officers must have access to online banking. No officer is allowed to sign a reimbursement check, or any check, made out to themselves. Each Treasury report must have copies of all bank statements and copies of all canceled checks for the accompanying report period.
Section 4. Deposits.
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the board of directors may select.
ARTICLE VI. FISCAL & ADMINISTRATIVE YEAR
Both the fiscal and administrative years of the corporation shall begin on the first day of July and end on the thirtieth day of June in each year.
ARTICLE VII. AMENDMENTS
These bylaws may be altered, amended, or repealed and new Bylaws may be adopted upon 2/3 vote of those members present at a duly authorized general meeting.
ARTICLE VIII. COMMITTEE(S)
Section 1. Appointment.
The board of directors, by resolution, may designate one or more of the members to constitute a committee(s). The designation of such committee and the delegation thereto of authority shall not operate to relieve the board of directors, or any member thereof, of any responsibility imposed by law.
Section 2. Authority.
The committee(s) shall have and may exercise the authority of the board of directors except to the extent, if any, that such authority shall be limited by a board resolution and except also that the committee(s) shall not have the authority of the board of directors to legally contract, endorse checks, or issue writings. The committee shall not issue policy contrary to the stated policy of the board of directors.
Section 3.
Tenure and Qualifications. Each member of the committee(s) shall be a member and shall hold office until the next regular annual meeting of the board of directors following their designation and until their successor is designated as a member of the committee and is elected and qualified or until that committee and personnel are eliminated by the board of directors.
Section 4. Meetings.
Regular meetings of the committee(s) may be held without notice to the board of directors at such times and places as the committee(s) may fix from time to time by resolution. Special meetings of the committee(s) may be called by any member thereof upon not less than one day’s notice stating the place, date and hour of the meeting, which notice may be written or oral, and if mailed, shall be deemed to be delivered when deposited in the United States mail addressed to the member of the committee(s) at their business address. Any member of the committee(s) may waive notice of any meeting and no notice of any meeting need be given to any member thereof who attends in person. The notice of a meeting of the committee(s) need not state the business proposed to the transacted at the meeting.
Section 5. Quorum.
A majority of the members of the committee shall constitute a quorum for the transaction of business at any meeting thereof, and action of the committee must be authorized by the affirmative vote of a majority of the members present at a meeting at which a quorum is present. Proxy votes are disallowed.
Section 6. Action Without a Meeting.
Any action required or permitted to be taken by the committee(s) at a meeting may be taken without a meeting if a majority consent in writing, setting forth the action so taken, shall be signed by all of the members of the committee(s) indicating their position concerning the written action.
Section 7. Vacancies.
Any vacancy on the committee(s) may be filled by a resolution adopted by a majority of the remaining committee members within 10 days of said vacancy. Failure by the remaining committee members to fill a vacancy shall result in said vacancy being filled by the board of directors at a duly authorized meeting until the next annual meeting.
Section 8. Resignations and Removals.
Any member of the committee(s) may be removed at any time with or without cause by resolution adopted by a majority of the full board of directors. Any member of the committee(s) may resign from the committee(s) at any time by giving written notice to any member of the board of directors.
Section 9. Procedure.
The committee(s) shall elect a presiding officer from its members and may fix its own rules of procedure which shall not be inconsistent with these Bylaws. It shall keep regular minutes of its proceedings and report the same to the board of directors for its information at the meeting thereof held next after the proceedings shall have been taken.
Section 10. Confidentiality.
Any committee members with access to corporate records must sign a confidentiality agreement wherein it is expressed that said records shall not be used for any purpose other than what is expressly provided in the bylaws, nor for any purpose contrary to Florida law, nor for any purpose contrary to the goals, objectives, and policies of the Jupiter Farms Residents, Inc.
Section 11. Parliamentary Authority
When gaveled into formal session, Robert’s Rules of Order will be the procedural/default guide for conducting meetings and making decisions as a group of the whole.
Amended 3.9.2020