SOUTH LAKE CHAMBER OF COMMERCE BY-LAWS
ARTICLE 1. ORGANIZATION
ARTICLE II. GENERAL
ARTICLE III. MEMBERSHIP
ARTICLE IV. BOARD OF DIRECTORS
ARTICLE V. MEETINGS
ARTICLE VI. OFFICERS
ARTICLE VII. ELECTIONS
ARTICLE VIII. FISCAL YEAR/FINANCES
ARTICLE IV. COMMITTEES
ARTICLE X. DISSOLUTION
ARTICLE XI. AMENDMENTS
ARTICLE XII. OTHER
ARTICLE 1. ORGANIZATION
Name
1.01 This organization is incorporated under the laws of the State of Florida
and shall be known as the South Lake Chamber of Commerce (Chamber).
Seal
1.02 The organization shall have a seal which shall be maintained with the corporate books and shall be in the following form:
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ARTICLE II. GENERAL
Definition of By-Laws
2.01 These by-laws constitute the code of rules adopted by the Chamber for the regulation and management of its affairs.
Purposes and Powers
2.02 This not-for-profit organization shall have the purpose and powers as may now or hereafter be granted by law. The Chamber shall not engage directly or indirectly in any activity, including distribution of its assets upon dissolution, that would invalidate its status as an organization exempt from federal income taxation under section 501(a) of the Internal Revenue Code of 1986, as amended (hereinafter the "Code"), or any subsequent iteration thereof, by virtue of being an organization described in section 501(c)(6) of the Code. Accordingly, the Board of Directors shall have broad discretion to curtail activities which conflict with the tax exempt purpose of the Chamber.
The primary purpose of this organization is as set forth in Article II, Section
1 of the
Charter:
A) To foster, encourage, promote and develop the agriculture, civic, commercial, industrial, educational, recreational, social, moral and spiritual interests of the South Lake area, Lake County, in the State of Florida.
B) To promote the adoption and application of higher social, business and professional standards.
C) To promote and encourage attractions for visitors, increase the number of permanent residents, increase growth of industry and business, and those things that make for the betterment of the South Lake area.
Limitation of Methods
2.03 The Chamber shall be not-for-profit, nonpartisan, and nonsectarian and shall take no part in or lend its influence or facilities, either directly or indirectly, to the nomination, election, or appointment of any candidate for political office in city, county, state or national elections.
2.04 In accordance with federal regulations, the Florida State Rights Law, Section 504 of the Rehabilitation Act of 1973, and the Americans with Disabilities Act, the Chamber will not discriminate on the bases of age, race, color, creed, gender, sexual orientation, religion, marital status, veterans' status, national origin, or disability.
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ARTICLE III. MEMBERSHIP
Definition of Membership
3.01 Membership in the South Lake Chamber of Commerce shall consist of:
A) Active Membership: The active membership shall consist of any business, association, corporation, firm, partnership, government entity or person who has agreed to abide by the by-laws of this organization, and has paid the membership fees as assessed by the Board of Directors.
B) Associate Membership: The associate supporting membership shall consist of any church, civic organization, fraternity, sorority, or other non profit entity that has agreed to abide by the by-laws of this organization, and has paid the membership fees as assessed by the Board of Directors.
C) Honorary Membership: Any long-term Chamber member retired from full-time active business who has made, in the judgment of the Board of Directors, a significant contribution to the South Lake Community may be elected to Honorary Membership by secret ballot by the majority of the Board of Directors present at any regular or special meeting. Honorary Membership shall include all of the privileges of active membership, and Honorary Members shall be exempt from the payment of all fees, assessments and dues.
Membership Investment Schedule
3.02 The annual dues payable to the South Lake Chamber of Commerce by members will be in such amounts as may be determined by the Board of Directors. The Chairman of the Board shall appoint members of a finance committee, one being the treasurer, who will be the chairperson for the committee. The committee will make recommendations to the Board at least annually.
Voting Rights of Members
3.03 Each dues paying member will be entitled to one vote on each matter submitted to a vote of the members. When a membership is held in the name of a corporation, fictitious name or any name other than a personal name, the President, owner, manager or partner or designee of such corporation or business shall be entitled to cast one vote.
Quorum of Members
3.04 At any duly called Meeting of the voting members, ten (10) percent of the total number of members shall constitute a quorum.
Termination
3.05 Any member shall be terminated for nonpayment of dues after ninety days from the date due, unless otherwise extended for good cause. Any member may be terminated by a majority vote of the Board of Directors at a regularly scheduled Board meeting thereof for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and the opportunity for a hearing before the Board are afforded the member against whom the complaint is registered. Any member may resign from the Chamber upon written notice to the Board of Directors.
Orientation
3.06 At regular intervals orientation on the purposes and activities of the organization shall be conducted for the following groups: New directors, directors and officers, committee leaders, committees and new members. A detailed outline for orientation of each of these groups shall be a part of this organization's procedure manual.
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ARTICLE IV. BOARD OF DIRECTORS
Definition of Board of Directors
4.01 The Board of Directors is that group of persons vested with the management of the business and affairs of the Chamber of Commerce and the administration of these by-laws.
Composition of the Board
4.02 The Board of Directors shall consist of a maximum of twenty-five active members who shall be elected by the membership at large as set forth herein. Of these, a minimum of two directors shall reside or represent firms or corporations located outside the limits of the City of Clermont but within South Lake County. Directors shall be elected to serve for a three-year term, approximately one third being elected each year. No director shall be elected for more than two consecutive full terms..
Vacancies on the Board
4.03 Resignation or removal of a director will become effective immediately or on the date specified therein, and a vacancy will be determined to exist as of such effective date. Any vacancy occurring on the Board of Directors may be filled by appointment by the Chairman of the Board with approval by the remaining Board of Directors. The newly appointed director will serve until the next annual election at which time the director will be ratified by the membership to serve only the remainder of the unexpired term.
Powers and Duties of the Board of Directors
4.04 The Board of Directors is responsible for establishing and adopting policies for the Chamber, which shall be maintained in a policy manual, and reviewed and revised as necessary.
A) Directors are to assure that the Chamber is adequately financed and has the proper resources to accomplish its mission.
B) Directors are official representatives of the membership therefore personal interested should be disassociated from chamber activities.
4.05 The duties of the Board of Directors shall be as follows:
A) The active members declared elected to the Board of Directors in accordance with 6.01 (D) of these by-laws shall take office for the ensuing year effective January 1. At their regular meeting in December, said Board of Directors shall hold their annual meeting at which time and on recommendation from the nominating committee, they shall elect one of their number to serve as Chairman of the Board, one as vice-chair, one as secretary and one as treasurer, which shall constitute the "Executive Committee." The outgoing Chairman of the Board shall also serve as a member of the Executive Committee.
B) They may employ a President which said Board within its sound discretion deems to be necessary and essential for the carrying out of the purposes and objectives of the Chamber.
C) The Board of Directors shall set the annual dues as provided herein. They shall approve the filling of all vacancies on the Board, adopt rules and regulations for conducting the business of the Chamber, and submit in writing to the membership at the members' annual meeting a full report on the work and finances of the Chamber.
D) Members of the Board of Directors who have three consecutive absences or a total of five absences in the last twelve-month period, from meetings of the Board, may have their office declared vacant, and the vacancies so resulting shall be filled as provided herein.
E) Any Board member may be removed at any time with or without cause by a majority vote of the Board of Directors.
Indemnification of the Board of Directors
4.06 The Chamber may by resolution of the Board of Directors provide for indemnification by the Chamber of any and all of its directors or former directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors of the Chamber, except in relation to matters as to which such director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct.
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ARTICLE V. MEETINGS
5.01 Meetings of the Membership shall be termed as "Annual Meetings," "Regular Business Meetings" or "Special Meetings."
Meetings of the Membership
A) Annual Meetings of Members: The annual meeting of the membership of the South Lake Chamber of Commerce for such matters as shall properly come before it shall be held by the end of February. Notice of the annual meeting of the organization shall be mailed via the U.S. Postal Service to the last known address of each member not more than thirty days or less than seven days prior to said meeting.
B) Regular Business Meetings for Members: Regular business meetings of the membership may be held as decided by the Board of Directors. Notices of such meetings shall be sent via facsimile, electronic mail or the U.S. postal service to the last known fax number, e-mail address or mailing address of each member not more than thirty days or less than five days prior to said meeting.
C) Special meetings of the members may be called by any of the following:
1) The Chairman of the Board
2) Any three Directors
3) Five percent of active members who shall submit such call ten days prior to the date set for the meeting. The time, place and purpose must be stated in the notice of such special meeting, and business shall be confined to the sole purpose stated in such notice.
Notice of any duly called special meeting shall be mailed to the last known address of each member not more than ten days or less than three days prior to said meeting. Any matters to be voted upon at such meeting may only be decided by a 2/3 majority vote of all members entitled to vote.
5.02 Meetings of the Board of Directors
Meetings of the Board of Directors shall be termed as "Regular Meetings," "Special Meetings," or "Electronic Meetings."
A) Regular Meetings: The Board of Directors shall hold not less than one regular meeting per month, and said meeting shall be held at a time and place to be determined by the Board of Directors.
B) Special Meetings: The Board of Directors shall hold a special meeting upon the call of the Chairman of the Board or any three Board members who submit a request for same, in writing, to the Chairman. Notice of such meetings shall be made via facsimile, electronic mail or telephone to the last known fax number, e-mail address or telephone number of each member not less than three days prior to said meeting unless, upon the discretion of the Chairman of the Board, the business is deemed to be of sufficient urgency to warrant an immediate calling, in which event notice shall be given to every Board member who is reasonably possible to contact.
C) Electronic Meetings: The Chairman of the Board may hold an electronic meeting (via electronic mail) upon the call of the Chairman of the Board or any three members who request the same, in writing (via electronic mail or otherwise), to the Chairman. Whether an Electronic Meeting will be held is within the sole discretion of the Chairman. If the Chairman determines that an electronic meeting is not in the best interests of the Board or the members, a special meeting shall be called in its place. Notice of such electronic meeting shall be via electronic mail, facsimile or telephone. In no event shall an electronic meeting be held until all Board members have been notified. In no event shall an electronic meeting be held if any Board member lacks access (whether temporary or permanent) to participate electronically.
1) The Rules of the Electronic Meeting:
a) The matter(s) to be addressed at any electronic meeting shall be included in the notice of such meeting. Only those matters so noticed may be addressed.
b) The electronic meeting may be held only if the Chairman or secretary determines that a quorum (as described below) is available to participate.
c) Motions shall be presented, seconded, and opened for discussion by any Board member in the same manner as in an in-person meeting.
d) Once a motion has been seconded, the Chair shall open the electronic discussion for a specific number of days, as determined by the Chairman.
e) At the end of the discussion period, the Chairman shall call the matter(s) to vote. Votes may be made only during the period of time (hours or days) announced by the Chairman as the voting period, or until the number of votes necessary to determine the matter(s) have been received.
f) Each member shall submit its vote to both the Chair and the President, who shall tally the votes and determine the outcome.
g) After the outcome has been determined, the Chair shall announce the outcome and call the electronic meeting to a close.
2. Records of the Electronic Meetings: A written record of the motion(s), discussions and votes shall be kept in accordance with the standard procedures for minute taking used in regular and special meetings.
D) Quorum of Directors : A majority of members of the Board of Directors, one of whom must be president or vice-chair, shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.
5.03 Meetings of Committees
Committee meetings shall be governed by the rules and procedures described above for regular, special and electronic meetings, with the Chairman of the committee having the same duties and responsibilities as the Chairman of the Board, as described above.
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ARTICLE VI. OFFICERS
Duties of Officers
6.01 Officers duly elected by the Board of Directors in accordance with 4.05 (A) of these By-laws will take office for the ensuing year effective January 1. The officers who comprise the executive committee will consist of the following persons:
A) Chairman of the Board: The Chairman of the Board shall preside at all meetings of the Chamber of Commerce and Board of Directors. The Chairman of the Board shall perform all duties incident to the office, and advise such action as may be determined by the Chairman of the board to be necessary to the fulfillment of the objects and purposes of the association. The outgoing Chairman of the Board shall preside at the annual meeting of the Chamber membership until all of the officers for the ensuing year have been installed.
B) Vice-Chair: The Vice-chair shall act in the absence of the Chairman of the Board from time to time. The vice-chair shall be kept fully informed of Chamber activities. The vice-chair will serve as chairperson of the nominating committee.
C) Secretary: The Secretary of the Board of Directors serves as the Chamber Secretary and shall ensure that notices and minutes of the meetings of the membership, Board and Executive Committees are recorded in the absence of the President who is also designated as the recording secretary.
D) Treasurer: The treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit as approved by the Board of Directors. The Treasurer will ensure that the Chamber keeps and maintains adequate and correct accounts of Chamber properties and business transactions, render reports and accountings to the directors and the membership, serve as chairperson of the finance committee, and perform in general all duties incident to the office of treasurer and other duties as may be required by law and these by-laws, or which may be assigned from time to time by the Board of Directors. All checks exceeding $1,000.00 shall be signed by any two of the following: treasurer, Chairman of the Board, president, vice-chair, or secretary
E) President: The President shall be paid a salary as determined by the Board of Directors.
The President shall be the chief administrator and executive officer. The President will have notices, agenda, and minutes prepared for meetings with the Board of Directors.
The President shall serve as advisor to the Chairman of the Board and program of work committee on program planning, and shall assemble information and data, and cause to be prepared special reports as directed by the program of the Chamber.
The President shall be a non-voting member of the Board of Directors, the executive committee and all committees.
With assistance of the officers and committee chairmen, the President shall be responsible for the administration of the program of work in accordance with the policies and regulations of the Board of Directors.
The President shall be responsible for hiring, discharging, directing and supervising all employees and volunteers.
With the cooperation of the program of work committee and the budget committee, the President shall be responsible for the preparation of an operating budget covering all activities of the Chamber, subject to the approval of the Board of Directors. The President shall also be responsible for all expenditures with approved budget allocation
F) Immediate Past Chairman of the Board
Indemnification
6.02 The Chamber may by resolution of any one of the Board of Directors provide for indemnification by the chamber of any and all of its officers or former officers as spelled out in Article IV, Section 4.08 of these by-laws.
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ARTICLE VII. ELECTIONS
Method
7.01 Election for seats on the Board of Directors shall occur in the following manner:
A) The Chairman of the Board shall appoint a nominating committee of five members in good standing at the August meeting of the Board of Directors. No more than three members of the Board of Directors may be appointed to said committee, one being the vice-chair, who will be the chairperson for the committee.
B) The nominating committee shall contact the general membership by mid-September to solicit recommended nominees. Membership recommendations to the nominating committee must be received by September 30th. Each nominee shall be on active member status in the association. At the October Board of Directors meeting the nominating committee will recommend one nominee for each open seat on the Board. The Board of Directors will ratify a slate of nominees at the October meeting.
C) Election shall be by ballot mailed to the membership at large during November with the names of the nominees listed on the ballot. Further nominations may be made by writing in names in the blank spaces to be provided on the ballot. Each nominee shall be a member in good standing.
D) The required number of nominees receiving the highest number of votes shall be declared elected to the Board of Directors at the November Board meeting.
E) Upon election of the new Board members, the Nominating committee shall recommend the slate of Officers to be elected for the following year (including Chairman of the Board, Vice-Chair, Secretary, Treasurer and Immediate Past-Chairman of the Board) to the Board of Directors at the December Board of Directors meeting.
ARTICLE VIII. FISCAL YEAR/FINANCES
Fiscal Year Defined
8.01 The fiscal year shall be defined as beginning January first of each year and ending on December thirty-first of the same year.
Funds
8.02 All money paid to the Chamber shall be placed in one or more operating accounts. At the discretion of the Board of Directors, funds may be transferred to the reserve accounts.
Disbursements
8.03 Upon the approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors.
Budget
8.04 Prior to December board meeting, the Executive Committee shall approve an operating budget for the coming year and submit it to the Board of Directors for adoption at the Board's December meeting.
Annual Audit
8.05 The accounts of the Chamber of Commerce will be audited annually as of the close of business during the first quarter of the following year by an audit committee comprised of at least three-at-large members of the Chamber and an independent CPA. The audit shall be a non-certified audit and shall, at all times be available to members of the organization within the offices of the Chamber.
Bonding
8.06 The President and such other officers and staff as the Board of Directors may designate may be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber.
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ARTICLE IV. COMMITTEES
Designation with Composition
9.01 8.01 There will be an executive committee composed of officers of the Board of Directors which will act for the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions.
Appointment and Authority
9.02 8.02 The Chairman of the Board, by and with the approval of the Board of Directors, will appoint all committees and committee leaders. The Chairman of the Board may appoint such ad hoc committees and their leaders as deemed necessary to carry out the program of the Chamber. Committee appointments shall be at the will and pleasure of the president unless a different term is approved by the Board of Directors. It shall be the function of committees and to carry on such activities as may be delegated to them by the Board.
Limitations of Authority
9.03 No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors.
Committees shall be discharged by the Chairman of the Board when their work has been completed and their reports accepted, or when in the opinion of the Board of Directors it is deemed appropriate to disband the committees.
Testimony
9.04 Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee leaders or, in their absence whomever they designate as being familiar enough with the issue to give testimony, to make presentations before civic and governmental agencies.
Divisions
9.05 The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds.
No action or resolution of any kind shall be taken by any divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
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ARTICLE X. DISSOLUTION
Procedure
10.01 The Chamber shall use its funds only to accomplish the objectives and purposes specified in these by-laws, and no part of said funds shall inure or be distributed to the members of the Chamber. Upon dissolution of the Chamber, any funds that remain shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors as defined in IRS regulations, Section 5.01 (C) (3).
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ARTICLE XI. AMENDMENTS
Process
11.01 Amendments to these by-laws may be made in the following manner:
These By-laws may be amended or altered by two-thirds vote of the Board at any regular or special Board meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board at least ten days before the meeting at which they are to be acted upon. Routine review of the By-laws should take place at least every three years.
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ARTICLE XII. OTHER
Procedure
11.01 The most current issues of Robert's Rules of Order shall be the final source of authority on questions of parliamentary procedure when such rules are not inconsistent with the Charter, By-Laws, or policies of the Chamber.
These by-laws were adopted and became effective at a meeting of the South Lake Chamber of Commerce, held on October 1, 2007, and supersede and make null and void all previous by-laws that may have been adopted.
SOUTH LAKE CHAMBER OF COMMERCE
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