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HomeMy WebLinkAbout2007 2nd Amendment Commercial Fishing DockSECOND AMENDMENT TO LEASE BETWEEN MARTIN COUNTY BOARD OF COUNTY COAMSSIONERS AND PORT SALERNO COMMERCIAL FISHING DOCK AUTHORITY THIS SECOND AMENDMENT to Lease is made this 22"' day of May 2007, by and between Martin County Board of County Commissioners, a political subdivision of the State of Florida (the "Lessor") and Port Salerno Commercial Fishing Dock Authority, Inc., a non-profit corporation organized and existing under the laws of the State of Florida (the "Lessee") WHEREAS, the Lessor and Lessee entered into a Lease on July 13, 2004 which leased certain real property owned by Lessor which is upland to submerged lands leased by Lessor from the State of Florida and subleased to Lessee. WHEREAS, the parties amended such Lease by a First Amendment to Lease on January 10, 2006, to correct the legal description and maps of the Leased a o W NM Premises, as well as the annual rent amount. r ra Bio z ►- WHEREAS, the parties have agreed that it is necessary and proper to cn �a further amend the Lease by revising the provisions of Paragraphs 3 and 9.A. of such Q � C„1== Lease to provide for the replacement of Lessee's members up to a maximum of o a thirty five members. In= A �I NOW, THEREFORE, in accordance with the mutual covenants hereinafter m - contained and other good and valuable consideration, the receipt and adequacy of o C :s which is hereby acknowledged, the parties agree to amend this Lease as follows:te U 1 a 3 A. Paragraph 3, Term and Option to Renew, is hereby amended by deleting the second sentence of such paragraph: "The parties acknowledge their intent that this lease term will be limited to the current members of LESSOR'S corporation as more particularly set forth in Paragraph 9.A herein" in its entirety. The remaining sentences of such paragraph shall remain in full force and effect. B. Subparagraph (A) of paragraph 9, Lessee's Responsibilities, is hereby amended in its entirety to read as follows: No later than ninety (90) days from the date of execution of this lease, LESSEE shall certify, by corporate resolution, the names and qualifications of its members which may consist of no more than thirty-five (35) commercial fishermen who meet the corporation's membership criteria set forth in its rules and regulations. LESSEE agrees and covenants that it will not amend or otherwise change its articles of incorporation, bylaws or rules and regulations without the prior review and consent of LESSOR. Copies of LESSEE'S articles of incorporation, bylaws and rules and regulations are attached hereto and incorporated herein as Exhibit "A." LESSEE shall ensure that its members are required to annually meet the membership criteria set forth in its rules and regulations. LESSEE agrees annually to certify to LESSOR on or before August 15 of each year those members who continue to Qualify for corporate membership, those members who shall be no longer qualified as members, and those individuals who have qualified for and become members of Lessee's corporation in accordance with LESSEE'S Rules and Regulations For New Membership attached hereto as Exhibit "E." Notification of such list shall be provided as set forth in Section 19 herein. The parties agree the provisions of Section 3b for the release of a non -utilized slip will be applicable. C. Remaining Terms. Unless specifically modified by the Second Lease Amendment, all remaining terms of the Lease shall remain in full force and effect. IN WITNESS WIEREOF, the parties hereto have accepted, made, and executed this Second Amendment upon the terms and conditions above stated on the day and year written above. [SIGNATURES ON NEXT PAGE] ATTEST MARSHA ING, CLERK Witness: LESSOR: BOARD OF COUNTY P964MISSIONERS MARTIN COUNTY DA Di APPROVED AS TO FORM AND AND CORRECTNESS: ZC), 6(jc" —Q� SARAH W. WOODS, SENIOR ASSISTANT COUNTY ATTORNEY LESSEE: PORT SALERNO COMMERCIAL DOCK AUTHORITY. -INC. DateG !' � 30 r p0 Witness: STATE OF FLORIDA COUNTY OF MARTIN The foregoing instrument wN-M cknowled ed before me this day of 0aj 2007, by ueof Port Salerno Commercial Fishing Dock Authority, Inc., a Florida not for profit corporation, on behalf of the corporation. He/She is personally known to me or has produced a driver's license issued within the past 5 y s as identification. NOTARY SEAL otary Public FU6L�C-STATE OF �,ORIDA (Printed, Typed or Stamped Name of Gf x0 COMM ISao �D°4974 2 Notary Public) CA Wes: DEC. 07, 2009 Commission No.: g®n8od � Atle'tic Bong Co., Inc. My Commission Expires: 3 EXHIBIT A Page 1 of 13 Banking Resolutions ............................... Appendix B TABLE OF CONTENTS BY-LAWS Article L Offices Article II. Members 1. Members of the Corporation 2. Annual and Special Meetings of Members 3. Annual Report to Members 4. Presiding Officers of Meetings of Members and Order of Business 5. Proxies for Meetings of Members 6. Inspectors of Election 7. Quorum and Voting Requirements 8. Record Date of Meetings and Members 9. Evidence of Membership 10. Capital Contributions Article III. Board of Directors 1. Number of Board of Directors 2. Election of Board of Directors and Term of Office 3. Termination of Directorships 4. Vacancies in and Newly -Created Directorships 5. Regular and Special Meetings of the Board of Directors 6. Quorum and Voting Requirements at Board of Directors Meetings 7. Presiding Officer 8. Committees Article IV. Officers 1. Officers 2. Tema of Office, Removal and Functions 3. Duties of Officers Article V. Miscellaneous 1. Books and Records 2. Corporate Seal 3. Fiscal Year 4. Amendment of By -Laws Actions Taken ..................................... 1 Waives/Minutes - Board of Directors .................. 2-5 Specimen Certificate ............................... Appendix A Banking Resolutions ............................... Appendix B EXHIBIT A Page 2 of 13 BY-LAWS �. OF PORT SALERNO OC1WO CIAL FISHING DOCK AjnBORITY. INC. (A Not -For -Profit Corporation) ARTICLE I OFFICES The principal office of the Corporation shall be located in the City of Stuart , County of Martin and State of Florida . The Corporation may also have such offices at such other places within or without the State as the Board of Directors may from time to time determine. ARTICLE II MEMBERS 1. (a) The persons signing the Certificate of Incorporation as Incorporators shall be the first members of the Corporation, unless they shall have resigned as such members or unless membership shall otherwise have been terminated. Thereafter, the eligibility and qualifications for membership, and the manner of and admission into membership shall be prescribed by resolutions duly adopted by the Board of Directors of the Corporation or by such rules and regulations as may be prescribed by the Board of Directors. All such resolutions or rules and regulations relating to members adopted by the Board of Directors of the Corporation shall be affixed to the By -Laws of the Corporation, and shall be deemed to be a part thereof. Such resolutions or rules and regulations adopted by the Board of Directors may prescribe, with respect to all members, the `, EXHIBIT A Page 3 of 13 amount and manner of imposing and collecting any initiation fees, dues or other fees, assessments, fines and penalties, the manner of suspension or termination of membership, and for reinstatement of membership, and, except as may hereinafter otherwise be provided, the rights, liabilities and other incidents of membership. (b) The right or interest of a member shall not terminate except upon the happening of any of the following events: - death, resignation, expulsion, dissolution or liquidation of the Corporation. 2. (a) The Annual Meeting of Members of the Corporation shall be held on such date or dates as shall be fixed from time to time by the Board of Directors of the Corporation. The first Annual Meeting shall be held on a date within twelve months after the formation of the Corporation. Each successive Annual Meeting shall be held on a date not more than twelve months following the preceding Annual Meeting. Special Meetings of members may be held on such date or dates as may be fixed by the Board of Directors of the Corporation from time to time and by the members on such date or dates as shall be permitted by law. (b) Any Annual or Special Meeting of Members may be held at such place within or without the State as the Board of Directors of the Corporation may from time to time fix. In the event the Board of Directors shall fail to fix such place or time, or in the event members are entitled to call or convene a Special Meeting in accordance with law, then, in such event, such meeting shall be held at the principal office of the Corporation. (c) Annual or Special Meetings of Members may be called by the Board of Directors or by any officer of the Corporation instructed to do so by the Board of Directors, except to the extent that directors may be required by law to call a meeting, and shall be called by the Secretary on behalf of the members, when required to do so by law. By -Laws - 2 EXHIBIT A Page 4 of 13 (d) Written notice stating the place, day and hour of the meeting shall be given for all meetings. Such notice shall state the person or persons calling the meeting. Notice for an Annual Meeting shall state that the meeting is being called for the election of directors and for the transaction of such other business as may properly come before the meeting. Notices of Special Meeting shall state the purpose or purposes for which the meeting is called. At any Special Meeting, only the business stated in the Notice of Meeting may be transacted thereat. Notice of Meeting shall be given either personally or by first class mail not less than 10 days nor more than 50 days before the date of the meeting, to each member at his address recorded on the records of the Corporation, or at such other address which the member may have furnished in writing to the Secretary of the Corporation. Notice shall be deemed to have been given when deposited with postage prepaid in a post office or other official depository under the exclusive jurisdiction of the United States Post Office. Any meeting of members may be adjourned from time to time. In such event, it shall not be necessary to provide 'further notice of the time and place of the adjourned meeting if announcement of the time and place of the adjourned meeting is given at the meeting so adjourned. In the event the Board of Directors fixes a new record date for an adjourned meeting, a new notice shall be given, in the same manner as herein provided. No notice need be given to any member who executes and delivers a Waiver of Notice before or after the meeting. The attendance of a member in person or by proxy at the meeting without protesting the lack of notice of a meeting, shall constitute a waiver of notice by such member. Any notice of meeting to members relating to the election of directors, shall set forth any amendments to the By -Laws of the Corporation adopted by the Board of Directors, together with a concise statement of the changes made. (e) At every meeting of members, there shall be presented a list or record of members as of the record date, certified by the officer responsible for its preparation, and upon request therefor, any member who has given written notice to the Corporation, which request shall be made at least 10 days prior to such meeting, shall have the right to inspect such list or record at the meeting. Such list shall be evidence of the right of the persons to vote at such meeting, and all persons who appear on such list or record to be members may vote at such meeting. By -Laws - 3 0 EXHIBIT A Page 5 of 13 3. At each Annual Meeting of Members, the Board of Directors shall present an Annual Report. Such report shall be filed with the records of the Corporation and entered in the minutes of the proceedings of such Annual Meeting of Members. 4. (a) Meetings of the members shall be presided over by the following officers, in order of seniority - the Chairman of the Board, Vice Chairman of the Board, President, Executive Vice -President, Vice -President or, if none of the foregoing is in office or present at the meeting, by a Chairman to be chosen by a majority of the members in attendance. The Secretary or an Assistant Secretary of the Corporation shall act as Secretary of every meeting. When neither the Secretary nor an Assistant Secretary is available, the Chairman may appoint a Secretary of the meeting. (b) The order of business at all meetings of members shall be as follows: Roll call. Reading of the minutes of the preceding meeting. Report of standing committees. Officers' reports. Old business. New business. 5. Every member may authorize another person to act for him by proxy in all matters in which a member may participate, including waiving notice of any meeting, voting or participating in a meeting, or expressing consent or dissent without a meeting. Every proxy shall be signed by the member or his attorney in fact, and shall be revocable at the pleasure of the member executing it, except as otherwise provided by law. Except as otherwise provided by law, no proxy shall be valid after the expiration of eleven months from its date. By -Laws - 4 OWN EXHIBIT A Page 6 of 13 6. The directors may, but need not, appoint one or more inspectors to act at any meeting or any adjournment thereof. If inspectors are not appointed, the presiding officer of the meeting may, but need not, appoint inspectors. Each appointed inspector shall take and sign an oath faithfully to execute the duties of inspector with strict impartiality and according to the best of his ability. The inspectors shall determine the number of memberships outstanding, the voting power of each, the number of memberships represented at the meeting, the existence of a quorum, and the validity and effect of proxies. The inspectors shall receive votes, ballots or consents, hear and determine all challenges and questions arising in connection with the right to vote, count and tabulate all votes, ballots or consents, determine the result and do such acts as are proper to conduct the election or vote of all members. The inspectors shall make a report in writing of all matters determined by them with respect to such meeting. 7. Except as provided by law, the members entitled to cast a majority of the total number of votes entitled to be cast at the meeting, shall constitute a quorum at a meeting of members for the transaction of any business. The members present may adjourn the meeting despite the absence of a quorum. Each membership shalt entitle the holder thereof to one vote. In the election of directors, a plurality of the votes cast shall elect. Except to the extent provided by law, all other action shall be by a majority of the votes cast, provided that the majority of the affirmative votes cast shall be at least equal to a quorum. Whenever the vote of members is required or permitted, such action may be taken without a meeting on the written consent setting forth the action taken signed by all the members entitled to vote. By -Laws - 5 EXHIBIT A Page 7 of 13 8. The Board of Directors of the Corporation shall fix a record date for the purpose of determining members entitled to notice of, to vote, to express consent or dissent from any proposal without a meeting, to determine members entitled to receive distributions or allotment of rights, or for any other proper purpose. Such record date shall not be more than 50 days nor less than 10 days prior to the date of such meeting or consent or the date on which any distribution or allotment of rights, as the case may be, is to be made. In the event no record date is fixed, the mord date for the determination of members entitled to vote at a meeting of members shall be the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held. The record date for determining members for any purpose other than that specified in the preceding sentence shall be the close of business on the day on which the resolution of directors relating thereto is adopted. Establishment of a record date shall apply to any adjournment of any meeting, unless a new record date is fixed by the Board of Directors for such adjourned meeting. 9. The Board of Directors may cause to be issued certificates, cards or other instruments permitted by law evidencing membership in the Corporation. Such membership certificate, card or other instrument shall be non -transferable, and a statement to that effect shall be noted on the certificate, card or other instrument. Membership certificates, cards or other instruments, if issued, shall bear the signatures or facsimile signatures of an officer or officers designated by the Board of Directors and may bear the seal of the Corporation or a facsimile thereof. 10. In the event any capital contribution shall be made or accepted pursuant to authorization conferred by the Certificate of Incorporation of the Corporation, each certificate evidencing such .capital contribution shall conform to the law of the State of Incorporation. By -Laws - 6 ti. EXHIBIT A Page 8 of 13 ARTICLE III BOARD OF DIRECTORS 1. The Corporation shall be managed by a Board of Directors. Each director shall be at least 18 years of age, and shall be a member of the Corporation during his directorship. The initial Board of Directors shall consist of persons. Thereafter, the number of directors constituting the entire Board shall be no less than three. Subject to the foregoing, the number of Board of Directors may be fixed from time to time by action of the members or of the Directors. The number of Directors may be increased or decreased by action of the members or the Board of Directors, provided that any action by the Board of Directors to effect such increase or decrease shall require the vote of a majority of the entire Board of Directors. No decrease shall shorten the term of any director then in office. 2. The first Board of Directors shall consist of those persons elected by the Incorporators or named as the initial Board of Directors in the Certificate of Incorporation of the Corporation, and they shall hold office until the fust Annual Meeting of Members, and until their successors have been duly elected and qualified. Thereafter, at each Annual Meeting of Members, the membership shall elect directors to hold office until the next Annual Meeting. Each director shall hold office until the expiration of the term for which he was elected, and until his successor has been duly elected and qualified, or until his prior resignation or removal as hereinafter provided. 3. (a) Any or all of the members of the Board of Directors may be removed with or without cause by vote of the members of the Corporation. The Board of Directors may remove any director thereof for cause only. By -Laws - 7 EXHIBIT A Page 9 of 13 (b) A director may resign at any time by giving written notice to the Board of Directors or to an officer of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer. Acceptance of such resignation shall not be necessary to make it effective. 4. Newly -created directorships or vacancies in the Board of Directors may be filled by a vote of majority of the Board of Directors then in office, although less than a quorum, unless otherwise provided in the Certificate of Incorporation of the Corporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of the members. A director elected to fill a vacancy caused by resignation, death, or removal shall be elected to hold office for the unexpired term of his predecessor. 5. (a) A regular Annual Meeting of the Board of Directors shall be held immedi- ately following the Annual Meeting of Members. All other meetings shall be held at such time and place as shall be fixed by the Board of Directors from time to time. (b) No notice shall be required for regular meetings of the Board of Directors for which the time and place have been fixed. Special meetings may be called by or at the direction of the Chairman of the Board, the President, or by a majority of the directors then in office. (c) Written, oral, or any other method of notice of the time and place shall be given for special meetings of the Board of Directors in sufficient time for the convenient assembly of the Board of Directors. The notice of any meeting need not specify the purpose of such meeting. The requirement for furnishing notice of a meeting may be waived by any director who signs a Waiver of Notice before or after the meeting or who attends the meeting without protesting the lack of notice to him. By -Laws - 8 EXHIBIT A Page 10 of 13 6. Except to the extent herein or in the Certificate of Incorporation of the Corporation provided, a majority of the entire members of the Board of Directors shall constitute a quorum. At any meeting held to remove one or more directors a quorum shall consist of a majority of the directors present at such meeting. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present, then, in such event, the quorum shall consist of a majority of the members of the Board of Directors excluding the vacancy. A majority of the directors present, whether or not a quorum is present, may adjourn a meeting to another time and place. Except to the extent provided by law and these By -Laws, the act of the Board of Directors shall be by a majority of the directors present at the time of vote, a quorum being present at such time. Any action authorized by resolution, in writing, by all of the directors entitled to vote thereon and filed with the minutes of the corporation shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board. 7. The Chairman of the Board, if any, shall preside at all meetings of the Board of Directors. If there be no Chairman or in his absence, the President shall preside and, if there be no President or in his absence, any other director chosen by the Board, shall preside. 8. Whenever the Board of Directors shall consist of more than three persons, the Board of Directors may designate from their number, an executive committee and other standing committees. Such committees shall have such authority as the Board of Directors may delegate, except to the extent prohibited by law. In addition, the Board of Directors may establish special committees for any lawful purpose, which may have such powers as the Board of Directors may lawfully delegate. ARTICLE IV OFFICERS The Board of Directors may elect or appoint a Chairman of the Board of Directors, a President, one or more Vice -Presidents, a Secretary, one or more Assistant Secretaries, a Treasurer, one or more Assistant Treasurers, and such other officers as they may determine. The President may but need not be a director. Any two or more offices may be held by the same person except the office of President and Secretary. By -Laws - 9 EXHIBIT A Page 11 of 13 2. Each officer shall hold office until the Annual Meeting of the Board of Directors, and until his successor has been duly elected and qualified. The Board of Directors may remove any officer with or without cause at any time. 3. (a) The President shall be the chief executive officer of the Corporation, shall have the responsibility for the general management of the affairs of the Corporation, and shall carry out the resolutions of the Board of Directors. (b) During the absence or disability of the President of the Corporation, the Vice -President, or, if there be more than one, the Executive Vice -President shall have all the powers and functions of the President. The Vice -President shall perform such duties as may be prescribed by the Board of Directors from time to time. (c) The Treasurer shall have the care and custody of all of the funds and securities of the Corporation, and shall deposit said funds in the name of the Corporation in such bank accounts as the Board of Directors may from time to time determine. The Treasurer shall, when duly authorized by the Board of Directors, sign and execute all contracts in the name of the Corporation when counter -signed by the President; he may also sign checks, drafts, notes and orders for the payment of money, which shall have been duly authorized by the Board of Directors and counter -signed by the President. '. By -Laws - 10 6 EXHIBIT A Page 12 of 13 (d) The Secretary shall keep the minutes of the Board of Directors and the minutes of the members. He shall have custody of the seal of the Corporation, and shall affix and attest the same to documents duly authorized by the Board of Directors. He shall serve all notices for the Corporation which shall have been authorized by the Board of Directors, and shall have charge of all books and records of the Corporation. ARTICLE V MISCELLANEOUS 1. The Corporation shall keep at the principal office of the Corporation, complete and correct records and books of account, and shall keep minutes of the proceed- ings of the members, the Board of Directors, or any committee appointed by the Board of Directors, as well as a list or record containing the names and address of all members. 2. The corporate seal shall be in such form as the Board of Directors shall from time to time prescribe. 3. The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law. 4. (a) All By -Laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by a majority vote of the members entitled to vote in the election of directors, at a special meeting of the members called for such purpose. (b) The Board of Directors shall have the power to make, alter or repeal, from time to time, By -Laws of the Corporation, except that the Board may not amend or repeal any by-law in which control thereof is vested exclusively in the members. If any by-law regulating an impending election of directors is adopted, amended or repealed by the Board, there shall be set forth in the notice of the next meeting of members for the election of directors, the by-law so made, amended or repealed, together with a concise statement of the changes made. By -Laws - l I EXHIBIT A Page 13 of 13 STATEMENT OF CONSENT TO ACTION BY OFFICERS and DIRECTORS OF PORT SALERNO COMMERCIAL FISHING DOCK AUTHORITY, INC. The undersigned, and all other officers and Directors of PORT SALERNO COMMERCIAL FISHING DOCK AUTHORITY, INC., a Florida corporation, pursuant to s. 607.0704, Florida Statutes, do consent to and take the following action in lieu of holding a meeting of officers and directors of the corporation,have the same effect as action taken at a duly called meeting of officers and directors at which all offito cers and directors were present and voting: approve entering and adopting in to the Corporate Bylaws the attached Membership Agreement to be presented to the Board of County Commissions of Martin County, Florida for approval. Dated: D I> EXHIBIT "E" PORT SALERNO COMMERCIAL FISHING DOCK AUTHORITY INC. (P.S.C.D.A) RULES AND REGULATIONS FOR MEMBERSHIP I. Membership The Membership shall be limited to 35 individual fishermen meeting all qualifications as described in the Authorities' BYLAWS TO THE ARTICLES OF INCOPORATION including, but not limited to, The Member shall be a full time Martin County, FL resident. The Member shall possess a valid FL Saltwater Products License and a valid FL Restricted Species Permit. The Member shall have his/her own vessel with valid FL registration. The Member shall be an active Commercial Fisherman. H. Removal from Membership A Member shall be removed from the Authority by one of the following means: • Demise, as attested by Certificate of Death or legally published notice of same • Retirement or voluntary resignation, as attested by a Member's Letter to the Authorities' Board of Directors asserting such intention Removal with cause, as attested by the Authorities' Board of Directors when, by a majority of Directors, it is deemed the action of the Member is not consistent with the Bylaws to the Articles of Incorporation. III. Acceptance of New Member A new member shall be accepted into the PSCFDA & provided that ' He/She meets all qualifications according to Item I, Membership • The 35 Member limit is not exceeded, according to Item I, Membership • A vacancy exists, according to Item II, Removal from Membership No history of any felony violation of local, state or federal fishing wildlife laws and regulations IV. Rules Governing Acceptance of New Member(s) When a vacancy in the membership occurs, a notice to the public will be posted at the dock facilities occupied by the PSCFDA announcing that the PSCFDA is seeking applications for future Membership. The Notice will include information on the status of current vacancies, if any, and will include information as to criteria for Membership, as well as a description of the membership selection process, contact information for membership applications, the location where applications may be sent, and the exact date of the application deadline. The announcement shall remain posted for a period of, at least, one (1) month prior to the application deadline. Such notice shall also be advertised at least twice before the application deadline; the first advertisement shall be published at least thirty days prior to the application deadline and the second advertisement shall be published no more than 10 days, nor less than 5 days, prior to the application deadline. The required advertisement shall be no less than 2 columns wide by 10 inches long in a D standard size newspaper, and the headline in the advertisement shall be in a type no smaller than 18 point. The advertisement shall be placed in a newspaper of general paid daily circulation in Martin County. The ad may not be placed in the classified or legal notice of the newspaper. In addition the notice shall be provided to the Assistant to the County Administrator for posting at the County Administrative Building on the Martin County website and MCTV at least 30 days prior to the application deadline. Applications for Membership shall be reviewed by the Board of Directors of the PSCFDA for content and assurance that all criteria for Membership are fulfilled. Applicants must certify that they have not been convicted, adjudicated guilty, or paid a fine for a felony violation of any local, state or federal law, rule or regulation concerning commercial or recreational fishing, including, but not limited to, rules and statutes enforced by the Florida Fish and Wildlife Conservation Commission. Those not meeting all standards for acceptance will be returned to the submitter with a written explanation as to grounds for removal from membership consideration. Approved Candidates will be notified of their approval, as well as the date, time and location of the membership selection meeting by certified mail, return receipt requested, no less than 2 weeks prior to the meeting. In the event the Candidate slate is less than, or equal to, the number of vacancies, the Candidates will be automatically awarded full Membership rights into the PSCFDA. In the event the Candidate slate exceeds the number of available positions, a lottery system will be implemented to fill the membership count. The lottery will be conducted as follows: At an announced Meeting of the Board of Directors, to which each Candidate shall receive no less than a two weeks notice, each Candidate shall be directed to draw a number from a lot of numbers equal to the total of candidates present, drawing such number in order of arrival time at the Meeting Site. The number so selected will be recorded by the Authority's Secretary in the name of the Candidate and entered into a ballot box secured by the Authority's Sergeant At Arms. A member at Large shall be appointed by unanimous decree of the Board and shall select, one at a time, ballots duly recorded and thereby attesting to new member acceptance. The Authority's Secretary shall attest to the authenticity of the ballot. The process shall continue until such time that membership quota is fulfilled. Subsequent lottery draws shall not recognize previous applications and each membership vacancy shall be treated as a new and unique opportunity for Candidates to apply for membership.