2026 Proposed Bylaw Amendments
Please see the attached clarification regarding the proposed Bylaw changes.
Clarification of proposed Bylaw additions
ITEM 1. The Board proposes to amend the By-Laws to require any member who desires to run of the Board of Directors to be in financially good standing in regard to all financial obligations owed to the Association, and that a director who is delinquent for longer than ninety (90) days after they have received notice of the delinquency is automatically suspended from the board, until the delinquency is rectified. The proposed amendment to Section 3.1
ITEM 2. The Board proposes to amend the By-Laws to allow for the Board of Directors to remove a Director who has been suspended from the Board due to a delinquent account, and appoint a replacement to serve until the next annual meeting. The proposed amendment to Section 3.4
ITEM 3. The Board proposes to amend the By-Laws to clarify that the Board of Directors has the ability to suspend the ability of members to use common areas, facilities, and amenities due to violations of the NLYH Documents, and to clarify that the Association may lien the property of a member who has become delinquent once the monetary obligations have surpassed $1,000. The proposed amendment to Section 4.12
ITEM 4. The Board proposes to amend the By-Laws to clarify the notice and hearing procedures available to members when the Board has imposed a fine and/or suspension, including written notice, encompassing all relevant information related to the hearing before the Fining Committee. The proposed amendment to Section 4.12.1
ITEM 5. The Board proposes to amend the By-Laws to clarify the Fining Committee role, and streamlining the Fining Committee appointment process and bringing it in harmony with relevant Florida statutes. The amendment also includes a post-Fining Committee hearing notice provision for the member, as well as consequences for non-correction of the violation, or non-payment of any fine. The proposed amendment to Section 4.12.2
ITEM 6. The Board proposes to amend the By-Laws to include a new By-Law section. This section allows for the suspension of a member’s amenity usage and voting rights if a member is more than ninety (90) days delinquent in paying any fee, fine, or other monetary obligation. The proposed amendment to Section 4.12.3
ITEM 7. The Board proposes to amend the By-Laws to include a new By-Law section. This section clarifies how a member’s amenity and voting privileges are restored after a suspension has been levied. The proposed amendment to Section 4.12.4
EXHIBIT A
PROPOSED AMENDMENTS to the AMENDED AND RESTATED BY-LAWS OF NAPLES LAND YACHT HARBOR, INC.
(the “By-Laws”)
Note: words being added are underlined and words being removed are struck through.
ITEM 1. Section 3.1 of the By-Laws is hereby amended as follows:
3.1 NUMBER, TERM AND QUALIFICATION The affairs of the Corporation shall be governed by a Board composed of nine (9) Directors. All Directors shall be members in good standing. To be eligible for election or appointment to the Board of Directors, a member must be in good standing, meaning that all assessments, fees, fines, and any other financial obligations due to NLYH are current and paid in full.
Directors shall be elected by plurality vote, as provided in Article 2.4 of these By-Laws, for a three year term. Directors shall be limited to serving two (2), successive elected terms of office. A staggered Directorate shall be maintained, with three (3) seats becoming vacant each year. If necessary to maintain a staggered Directorate, the Board may hold one or more vacancies open for one or two year terms. In any such case, those receiving the higher number of votes will be elected to the longer terms. In the event of a tie or no contested election because there are not more candidates than Director positions open for election, the Director(s) who take the longer term(s) shall be determined by lot. The term of Directors’ service shall extend until their elected term is completed and thereafter until their successor is duly elected and qualified. Newly elected Directors shall assume their seats after the adjournment of the annual meeting of the members. A seat held by a Director who ceases to be a member shall automatically become vacant.
Any Director who becomes more than ninety (90) days delinquent in the payment of any assessment, fee, fine, or other monetary obligation owed to the Association shall be deemed not in good standing and shall be automatically suspended from the Board without the need for further action by the Board of Directors. The suspension shall remain in effect until the delinquency is paid in full.
ITEM 2. Section 3.4 of the By-Laws is hereby amended as follows:
3.4. BOARD VACANCIES Vacancies on the Board of Directors shall be filled by appointment by a majority vote of the remaining Directors until the next annual meeting provided that a Director who has been recalled by the membership may not be appointed to fill the vacancy created by his/her removal.
If a Director has been suspended due to a delinquent account, and that Director’s suspension continues for more than ninety (90) days after receipt of written notice of delinquency, the remaining Directors may, by majority vote at a properly noticed meeting, declare the position vacant and appoint a replacement to serve until the next annual meeting.
ITEM 3. Section 4.12 of the By-Laws is hereby amended as follows:
4.12 VIOLATION OF NLYH DOCUMENT PROVISIONS The Directors may impose fines and/or suspensions against a member for failure to comply with the provisions of the NLYH Documents by owners, their vendors or their guests. At a properly noticed Board meeting, and by majority vote, tThe Directors may impose fines in amounts, and/or suspensions in defined duration, reasonably related to the severity of the violationsoffense and deemed adequate to deter future violationsoffense. A fine may be imposed for each day of continuing violation with a single notice and opportunity for hearing, provided that no fine shall exceed $500.00 per violation and $5,000.00 in the aggregate for an on-going violation. A fine in excess of $1000 may become a lien against the member’s membership certificate.
ITEM 4. Section 4.12.1 of the By-Laws is hereby amended as follows:
4.12.1. HEARING NOTICE The party against whom the fine and/or suspension is sought to be levied shall be afforded an opportunity for a private hearing after reasonable written notice of not less than fourteen (14) days and said notice shall include:
(1). A statement of the date, time and place of the hearing;
(2). A statement of the provisions of the NLYH Documents, or Rules and Regulations which have allegedly been violated;
(3). A short and plain statement of the matters asserted by the Corporation;
(4) Access information if the hearing is to be held by telephone or other electronic means;
(5) The fine amount and/or suspension imposed by the Directors; and
(6) The specific cure required, if the violations have the ability to be cured.
ITEM 5. Section 4.12.2 of the By-Laws is hereby amended as follows:
4.12.2. FINING COMMMITTEE HEARING RESPONSE The member subject to the hearing against whom the fine and/or suspensions may be levied shall have an opportunity to respond, to present evidence, and to provide written and oral argument on all issues involved and shall have an opportunity at the hearing to review, challenge and respond to any material considered by the Corporation. The hearing shall be held before an NLYH Fining Committee of five (5) current Residents appointed by the Directors, who are in good standing, who are notn-Board members, officers, or employees of NLYH, or the spouse, parent, child, brother, or sister of an officer, director, or employee of which two (2) shall be appointed by the Board of which one will be selected by the Board as the Chairperson, two (2) will be chosen by the Member and the fifth (5th) member selected by the four (4) committee members. The committee of four (4) shall meet within ten (10) days of selection to select the fifth (5th) member, if the fifth (5th) member is not selected within ten (10) days after the four (4) members have met then each committee member shall write a name on an index card fold it in half insert it in a box, stir them and the committee Chairperson shall withdraw one name who shall become the fifth (5th) committee member. If the Committee does not agree with the fine, the fine may not be levied. The Committee shall only either approve or reject the proposed fine or suspension by a simple majority vote. Should the Corporation be required to initiate legal proceedings to collect a duly levied fine, the prevailing party in an action to collect said fine shall be entitled to an award of costs, and a reasonable attorney’s fee incurred before trial, at trial, and on appeal.
Within seven (7) days of the Fining Committee hearing, the Committee shall provide written notice to the member at his or her designated mailing or e-mail address in the NLYH official records, of the Committee’s findings related to the violation, including any applicable fines or suspensions that the Committee approved or rejected, and how the member may cure the violation, if applicable, or fulfill a suspension, or the date by which a fine must be paid, which date must be at least 30 days after delivery of the written notice of the Committee’s findings.
If a violation and the proposed fine or suspension levied by the Directors is approved by the Fining Committee and the violation is not cured or the fine is not paid per the written notice above, reasonable attorney’s fees and costs may be awarded to NLYH.
Any suspension shall not restrict the member’s right to access their home or the use of portions of the common areas necessary for ingress and egress to the property or for essential utility services.
ITEM 6. Section 4.12.3 of the By-Laws is hereby created as follows:
4.12.3 SUSPENSIONS FOR DELINQUENT ACCOUNTS If a member is more than ninety (90) days delinquent in paying any fee, fine, or other monetary obligation owed to the Association, the Directors may, by majority vote at a properly noticed meeting, suspend the member’s voting rights and the rights of the member, or the member’s tenant, guest, or invitee, to use the common areas, facilities, and amenities, without a hearing, until all amounts owed are paid in full. Written notice of the Director’s decision to suspend the member’s voting and/or amenity rights shall be provided to the member within seven (7) days of the Director’s decision.
ITEM 7. Section 4.12.4 of the By-Laws is hereby created as follows:
4.12.4 Reinstatement of Privileges Suspended rights shall be automatically restored when:
The suspended member’s account is paid in full and is no longer delinquent; or
The suspension has reached its natural terminus.