BY‑LAWS
OF
GULF COUNTY CHAMBER OF COMMERCE, INC.
ARTICLE I. NAME AND LOCATION
The name of the corporation is GULF COUNTY CHAMBER OF COMMERCE, INC., a corporation not-for-profit under the laws of the State of Florida, hereinafter referred to as the "Chamber." The principal office of the corporation shall be located at 150 Capt. Fred’s Place, Port St. Joe, Florida, 32456, but meetings of Members and directors shall be held at any place within Gulf County, Florida, as may be designated by the Board of Directors.
ARTICLE II. MEMBERSHIP
Section 1. Members. Membership in the Gulf County Chamber of Commerce, subject to approval by the Board of Directors, is open to persons and/or associations, corporations, partnerships and estates having an interest in the civic and economic well being of Gulf County and a desire to preserve and promote the objectives of the Gulf County Chamber of Commerce.
Section 2. Dues. Membership dues will be payable annually on April 1. After this time membership dues will be considered delinquent. New members to the Chamber will pay the entire membership fee. Dues shall be deemed to be delinquent 60 days after the due date. Membership fees may be amended from time to time by the Board of Directors upon two-thirds vote of those present at the board meeting called to consider a change in membership fees. New members are the only members who will be prorated on a quarterly basis; the quarter in which membership begins will be inclusive for prorating.
Section 3. Membership. Any person, firm, association or corporation eligible for membership may acquire more than one membership by undertaking to pay the annual dues of each such membership, and may designate an individual to represent each such membership, subject to the approval of the Board of Directors.
Section 4. Any person, firm, association or corporation holding more than one membership shall be entitled to cast only one vote; except that individuals who have been designated to represent said additional memberships shall vote as members.
Section 5. Any member may be expelled by the Board of Directors by a two-thirds vote for non-payment of dues, or, after notice and opportunity for hearing, for conduct unbecoming a member.
Section 6. Any person, firm, association or corporation holding one or more memberships shall have the right at any time to change any or all of its representatives upon written notice to the Chamber, subject to the approval of the Board of Directors.
Section 7. Distinction in public affairs shall confer eligibility to honorary membership. Honorary membership shall include all the privileges of active membership, except that of holding office, with exemption from the payment of dues. Election to honorary membership shall require a two-thirds vote of the Board of Directors.
ARTICLE III. MEETING OF MEMBERS
Section 1. Annual Meetings. The annual meeting of the Members shall be held during the first quarter at a time and place designated by the Board of Directors. The meeting shall take place in Gulf County, Florida.
Section 2. Special Meetings. Special meetings of the Members may be called at any time by the President or by the Board of Directors, or upon written request of the Members who are entitled to vote one-fourth (1/4) of all of the votes of the membership.
Section 3. Notice of Meetings. Written notice of each meeting of the Members shall be given by, or at the direction of, the Secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, or e-mail with a confirmation receipt, at least fourteen (14) days before such meeting to each Member entitled to vote, addressed to the Member's address last appearing on the books of the Chamber, or supplied by such Member to the Chamber for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of Members entitled to cast, or of proxies entitled to cast, four-tenths (4/10) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 5. Proxies. Votes may be cast in person or by proxy subject to the following provisions. A proxy may be made or revoked by any person entitled to vote and shall be valid only for the particular meeting designated in the proxy and must be filed with the Secretary before the appointed time of the meeting or any adjournment of the meeting, provided that in no event shall a proxy be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given.
Section 6. Parliamentary Rules. Roberts' Rule of Order (latest edition) shall govern the conduct of Chamber meetings (including meetings of Directors and Officers) when not in conflict with the Declaration of Covenants and Restrictions, Articles of Incorporation or these By-Laws.
ARTICLE IV. BOARD OF DIRECTORS:
SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of the Chamber shall be managed by a board of nine (9) directors, who must all be Members of the Chamber of Commerce, one-third of whom shall be elected annually for a term of three (3) years. Any officer may serve one (1) additional year, in the discretion of the Board.
Section 2. Election and Removal.
a. Installation of directors shall be held at the annual Members' meeting.
b. Nominations for the Board of Directors may come from any member of the Chamber. The President shall insure that the request for nominations be sent out to all members. Members will have ten (10) working days to turn in their nominations.
c. The Secretary shall mail to all members of the Chamber a list of nominees recommended by the membership.
d. All voting shall be by ballot. Ballots shall be submitted to the Chamber office not less than seven (7) days prior to the annual meeting of members. A number of nominees corresponding with the number of directors to be elected who receive the highest number of votes shall be declared elected.
e. The Board shall appoint an election screening committee made up of not less than two (2) members of the Board of Directors to review and count the ballots.
f. Absence from three (3) consecutive meetings without an excuse deemed valid or so recorded by the Board of Directors shall be construed as resignation.
g. Vacancies in the Board of Directors occurring between annual meetings of the Members shall be filled by the remaining directors. Any director so appointed shall fill out the remainder of the term and may then be reappointed to a full three (3) year term by the Board of Directors.
Section 3. Compensation. No director shall receive compensation for any service he may render to the Chamber. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 4. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written or electronic approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE V. MEETINGS OF DIRECTORS
Section 1. Director's Organizational Meeting. The organizational meeting of a newly elected Board of Directors shall be held within thirty (30) days of their election at such place and time as shall be affixed by the directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday. The President may waive the necessity for any meeting upon determination that there is no business to come before it.
Section 3. Special Meetings. Special meetings of the directors may be called by the President and must be called by the Secretary at the written request of one-fourth (1/4) of the directors. Not less than three (3) days notice of the meeting shall be given personally or by mail, e-mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting.
Section 4. Quorum. A quorum at directors' meetings shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors, except when approval by a greater number of directors is required by the Declaration of Covenants and Restrictions, the Articles of Incorporation of the Chamber and these By-Laws.
Section 5. Open Meetings of the Board of Directors. Meetings of the Board of Directors shall be open to all members. Minutes of all meetings of the Members or the Board of Directors shall be kept in a book available for inspection by members or their authorized representatives, and Board members at any reasonable time and will be posted on chamber website. Meeting Agenda will be available on chamber website prior to each board meeting.
Section 6. Close Session at Meetings. The Board will be allowed, with a 2/3 vote, to go into an executive session.
Section 7. Adjourned Meetings. If at any meeting of the Board of Directors there is less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present and after notice has been provided. At any adjourned meeting any business that might have been transacted at the meeting as originally called may be transacted without further notice.
Section 8. Director Action.
a. Joinder in Meeting by Approval of Minutes. The joinder of a director in the action of a meeting by signing or otherwise concurring in the minutes of that meeting shall constitute the presence of such director at such meeting; however, it shall not constitute the presence of such director for the purpose of determining a quorum.
b. Presumption of Consent. A director of the Chamber who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. Directors may not vote by proxy at Board meetings. A vote or abstention for each member present shall be recorded in the minutes.
Section 9. Presiding Officer. The presiding officer of directors' meetings shall be the President. In the absence of the presiding officer, the directors present shall designate one of their number to preside.
ARTICLE VI. POWERS AND DUTIES OF
THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) take any action allowed by law to pursue and promote the mission of the Gulf County Chamber of Commerce, Inc.
(b) employ a manager, director, independent contractor, security personnel, or such other employees as they deem necessary, and to prescribe their duties;
(c) amend the bylaws, provided that the membership shall be given at least ten (10) days written notice of the proposed amendment prior to the meeting at which the Board is to consider the amendment. Two-thirds (2/3) affirmative vote of the Directors present shall be required to amend these bylaws.
(d) adopt rules and regulations for conducting the business of the Chamber and to create standard operating policies governing the operation of the Chamber’s business and activities. Any standard operating policy shall be approved by a two-thirds (2/3) majority of the Board of Directors.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at an special meeting when such statement is requested in writing by one-fourth (1/4) of the Members who are entitled to vote;
(b) supervise all officers, agents and employees of this Chamber, and to see that their duties are properly performed;
ARTICLE VII. OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of the Chamber shall be a President and Vice-President, a Secretary, and a Treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the Members.
Section 3. Term. The officers of the Chamber shall be elected annually by the Board and each shall hold office until his successor is elected unless he shall sooner resign, or shall be removed, or otherwise be disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Chamber may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board by a 2/3 vote. Any officer may resign at any time giving written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and shall co-sign or designate an alternate co-signer to co-sign all checks and promissory notes in excess of $250.00. Checks less that $250.00 require only one signature. Above that amount require signatures by two people.
(b) Vice‑President. The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him by the Board.
(c) Secretary. The Secretary or designated staff member shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members; keep the corporate seal of the Chamber and affix it on all papers requiring said seal; serve notice of meetings of the Board and of the Members; keep appropriate current records showing the Members of the Chamber together with their addresses, and shall perform such other duties as required by the Board.
(d) Treasurer. The Treasurer or their designee shall receive and deposit in appropriate bank accounts all monies of the Chamber. The Treasurer shall disburse such funds as directed by resolution of the Board of Directors; shall sign all checks and promissory notes of the Chamber; keep proper books of account; cause an audit of the Chamber to be made by a public accountant at the completion of each fiscal year at the recommendation of the treasurer and with a 2/3 vote of the Board.; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the Members.
ARTICLE VIII. FISCAL MANAGEMENT
Section 1. All funds collected and disbursed by the Chamber shall be accounted for in an annual budget.
Section 2. The membership investment for members of the Chamber and its method of payment shall be determined by the Board.
Section 3. The fiscal year of the Chamber of Commerce shall be January 1 through December 31.
Section 4. An annual review of the Chamber’s finances shall be conducted in a manner which meets applicable tax submission requirements and as ordered by the Board of Directors.
Section 5. The Board shall provide by its rules of procedure for prompt notice to its members of any delinquencies in membership investment.
ARTICLE IX. COMMITTEES
Section 1. The President, with the advice of the Board, may appoint committees and/or task forces as he/she deems appropriate to fulfill the Chamber’s objectives and program of work. Responsibility for the performance of each committee or task force shall be assigned by the President to a member of the Board of Directors. No committee or task force shall be authorized to bind the Chamber without authority of the Board of Directors.
Section 2. The Board of Directors may establish financially self-sustaining special committees and councils to represent the Chamber in specifically identified program areas. Such councils and/or committees shall operate in accordance with rules of budget surpluses accrued by financially self-sustaining special committees and/or councils shall require approval of the governing authority of the involved council or committee.
Section 3. Quorums requirements for committees, task forces and council of the Chamber shall be specified in the Rules of Procedure adopted by each such committee, task force or council.
ARTICLE X. BOOKS AND RECORDS
The books, records and papers of the Chamber shall at all times, during reasonable business hours, be subject to inspection by any Member. The Declaration, the Articles of Incorporation and the By-Laws of the Chamber shall be available for inspection by any Member at the principal office of the Chamber, where copies may be purchased at reasonable cost.
ARTICLE XI. DISSOLUTION
Section 1. In the event of dissolution the Chamber shall disburse its accrued funds only to accomplish the objectives specified in these bylaws; said funds shall inure or be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations after selection and approved by the Board of Directors.
ARTICLE XII. CORPORATE SEAL
The corporate seal of the Chamber shall bear the words "GULF COUNTY CHAMBER OF COMMERCE, INC.," which shall be between two (2) concentric circles, and on the inside of the inner circle shall be the words "CORPORATE SEAL" and "FLORIDA" and the figures "1992."
ARTICLE XIII. AMENDMENTS
Section 1. Amendments. In addition to any other method provided under the Declaration or Articles of Incorporation, these By-Laws may be amended in the following manner:
a. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.
b. A resolution adopting a proposed amendment may be proposed by either the Board of Directors of the Chamber or by the Members of the Chamber. Directors and Members not present in person or by proxy at the meeting considering the amendment may express their approval in writing, providing such approval is delivered to the Secretary at or prior to the meeting or within 30 days after the meeting. Except as elsewhere provided, such approvals must be by not less than two-thirds (2/3) of the members of the Board of Directors.
c. No By-Law shall be revised or amended by reference to its title or number only. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be amended; new words shall be inserted in the text underlined, and the words to be deleted shall be lined through with hyphens. However, if the proposed change is so extensive that this procedure would hinder, rather than assist, the understanding of the proposed amendment, it is not necessary to use underlying and hyphens as indicators of words added or deleted, but, instead, a notation must be inserted immediately preceding the proposed amendment in substantially the following language:
"Substantial rewording of By-Law. See By-Law ______ for present text."
Non-material errors or omissions in the By-Law process shall not invalidate an otherwise promulgated amendment.
Section 2. In the case of any conflict between the Articles of Incorporation and the By-Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By-Laws, the Declaration shall control.
ARTICLE XIV. MISCELLANEOUS
Section 1. The Chamber shall make available to members, current copies of the Declaration, Charter, By-Laws, and other rules concerning the Chamber and the books, records, and financial statements of the Chamber. "Available" means available for inspection, upon request, during normal business hours and under other reasonable circumstances.
ARTICLE XV. EFFECTIVE DATE
Section 1. The Executive Director shall manage the day to day operation of the Chamber and be responsible for all functions of the organization. The Executive Director may sign checks up to $250.00. The Executive Director shall be responsible to the Board of Directors. The Executive Council may enter into an employment with the Executive Director outlining specific terms and conditions of the relationship between the Executive Director and the Chamber.
IN WITNESS WHEREOF, we, being all of the directors of the Gulf County Chamber of Commerce, Inc., have hereunto set our hands this day of _________________, 2011.
, Director
, Director
, Director
C E R T I F I C A T I O N
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting Secretary of the Gulf County Chamber of Commerce, Inc., a Florida corporation, and,
THAT the foregoing By-Laws constitute the original By-Laws of said Chamber, as duly adopted at a meeting of the Board of Directors thereof, held on the day of ______________, 2011.
, Secretary
mber.