PROPOSED BYLAW AMENDMENTS
The six proposed bylaw amendments were approved by the Board and will be presented at the PDPOA Annual Meeting on October 14, 2023 for a vote by the membership. Please click on the title of each bylaw amendment for the redline of the full current and proposed bylaws.
Proposed Bylaw Amendments
#1: Article II, Section 7
Purpose: To expand the methods of Notice to Members to include email to Members who have elected to receive correspondence from the Association by electronic means.
#2: Article II, Section 8
Purpose: To make the electronic proxy references consistent to confirm that Members submitting electronic proxies in accordance with Article II, Section 9 are included for Article II, Section 8 quorum purposes.
#3: Article II, Sections 10 (New) and 11 (Revised)
Purpose: Of the 2, 1 72 property owners (Members) within Palmetto Dunes, more than 80% are remote owners. With more than 1,700 remote Palmetto Dunes Property Owners, the purpose of this bylaw amendment is to increase Member engagement and participation. The existing Article III, Section 10 Bylaw language purported to allow Annual or Special Member Meetings to be held by electronic means during a Board declared Period of Emergency. This language was adopted based on a South Carolina Attorney General’s Opinion during the COVID epidemic but was never authorized by State Law. Consistent with recent changes to the South Carolina Nonprofit Corporations Code (effective May 19, 2023), Members of a South Carolina Nonprofit Corporation are now allowed to participate in Annual or Special Meetings by means of remote communication, be deemed present in person, and permitted to vote at such meetings whether held at a designated place or solely virtually. The proposed amendment tracks the new State law. Remote participation would be subject to guidelines and procedures adopted by the Board and allowed if the Board authorizes remote participation and implements reasonable measures to verify each person deemed present and permitted to vote is a member of the Association or proxy holder. The participation and voting guidelines/procedures would be adopted by the Board taking into consideration the actual capabilities and/or limitations of software providers or third-party voting services rather than being included in the Bylaws.
#4: Article III, Section 2
Purpose: No commencement date for a Director’s term is currently set out in the Bylaws. The purpose of this amendment is to clarify Director’s terms commence at the conclusion of the Annual Meeting following his/her election.
#5: Article V, Section 1
Purpose: To limit the role and responsibility of the Executive Committee for non-emergency issues to only those two specific instances as provided by a contract of employment or ethical or conflict of interest charges levied against Board Directors or Committee Members.
#6: Article XI, Section 2
Purpose: The current language allows the Board to present Bylaws amendments to the Members at a regular or special meeting and Member proposed amendments to be presented at an Annual meeting which is at least ninety (90) days after receipt of the proposal. The proposed language allows the Board to present Bylaws amendments for Member consideration (consistent with applicable South Carolina law) by written or electronic ballot without a meeting, pursuant to procedures adopted by the Board including, but not limited to, such amendment votes being presented in conjunction with Director elections to simplify, consolidate and streamline whenever possible the voting process for Members.