ARTICLE I. Name:
This organization is incorporated under the laws of the State of Florida as a not for profit corporation with its principal office located within the city limits of Mount Dora, Florida. It shall be known as the Mount Dora Area Chamber of Commerce, Inc., hereinafter called the "Chamber." All efforts shall be non-partisan in nature, and the Chamber will not discriminate on the basis of race, color, religion, sex, national origin, age, handicapping condition, marital status, or political affiliation.
ARTICLE II. Purpose:
The purpose of this corporation, hereinafter called the "Chamber", shall be to advance the business, professional and civic interests of the Mount Dora area under the democratic system of free enterprise; to encourage the growth of existing business activities while giving assistance to new firms and individuals seeking to locate in the area; to support all activities beneficial to the area as a whole and its citizens; to represent its partnersers in city, county and state legislative and governmental matters while avoiding partisan politics; and to promote the business and civic welfare of all citizens in the area in a manner that will accomplish the greatest good for the greatest number.
ARTICLE III. Partnership:
Section 1. Eligibility:
Any person, association, corporation, partnership, organization, or estate having an interest in the objectives of the organization shall be eligible for Partnership, provided that their application is submitted on a current, approved partnership application form, their Annual Dues is paid, and that they agree to abide by the Chamber's policies and procedures.
Section 2. Election:
An application for Partnership shall be mailed or hand delivered to the Chamber's office and accompanied by the appropriate Annual Dues amount. The Secretary shall report applications for partnership at the next regular meeting of the Board of Directors. Election of a partner shall be by majority vote by the Board of Directors. A business, organization or person so elected shall become a partner upon payment of the annual dues as provided for in Section 4. of Article III.
Section 3. Classification:
The Chamber shall have a number of Partnership categories, which shall be defined by the Chamber's Policies and Procedures.
Section 4. Partnership Dues:
Partnership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Chamber Board, payable annually.
Partnerrship dues are non-refundable.
Partnership dues are due and payable within thirty (30) days following the date of invoice.
Section 5. Resignation:
A Partner, upon written notice to the Board of Directors, may resign. In such event, there shall be no refund of dues or any portion thereof.
Section 6. Deceased:
A Partner, who becomes deceased, shall be removed from the partnership role. In such event, there shall be no refund of dues or any portion thereof.
Section 7. Expulsion:
A Partner, who is convicted of an illegal act or is engaged in an unacceptable business practice, as determined by the Board of Directors, may be expelled from the Chamber by a majority vote by the Board of Directors. In the event a partner is convicted of an illegal act or charged, in writing, with an unacceptable business practice, the Chamber President may telephone or visit with the partner in an effort to resolve the issue of continued partnership discreetly and informally. If the situation persists and a satisfactory solution cannot be reached within sixty (60) days of first being reported, the Board Chairman shall appoint a special committee of three partners of known integrity and good judgment to conduct a confidential investigation to determine if further action is warranted. The committee shall present its findings and recommendations to the Board of Directors. The partner shall be informed, in writing, of any action taken by the Board, after which, the partner shall have two weeks to appeal the action. An expelled partner shall not receive a refund of dues or any portion thereof.
Section 8. Privileges:
Partners are entitled to make motions and vote at general partnership meetings and at committee meetings on which they serve, to serve on the Board of Directors and committees, to hold office and to attend all committee and partnership meetings and to attend all Chamber social functions. Also, they shall have their names, addresses and telephone numbers listed in the Chamber's Annual Partnership Directory. In addition, Business Partners shall have their business name, address and telephone number listed on the Chamber's internet web site and provided to residents, visitors and other businesses in response to their inquires and listed from time to time in certain Chamber publications.
ARTICLE IV. Board of Directors
Section 1. Powers:
The Chamber shall be administered by a Board of Directors, which shall have all corporate powers necessary to transact the business and accomplish the purposes of the Chamber; the power to own, buy, sell, mortgage, lease, exchange, manage or otherwise control and dispose of the assets of the Chamber; and the power to borrow such sums as deemed advisable, with or without security, on such terms and conditions as it shall see fit. The Board shall approve all programs and events of the Chamber; approve the annual operating budget and amendments thereto and provide an appropriate level of funding to support the Chamber and its activities. The Board shall employ the Chamber's President, who shall serve as the Chamber's Executive Director, and authorize such other professional staff positions as deemed necessary to manage the Chamber's affairs. The Board shall also approve any and all policies and procedures that affect the partnership and or the operation of the Chamber in general.
Section 2. Partnership:
The Board of Directors shall consist of not less than thirteen (13) or more than seventeen (17) Directors. The Board aspires to be comprised of a fair representation of the partnership. The services of the Board shall be without fee, as the Board shall be comprised of volunteers.
Section 3. Term of Office:
The term for partners of the Board of Directors shall be three (3) years, beginning and ending at the time of the Board's regularly scheduled January meeting, with approximately one third of the Board's partners rotating off each year. No partner shall serve more than six (6) consecutive years without having a majority of the boards approval to serve additional terms.
Section 4. Selection:
On October 1 of each year, the President notifies partners that nominations are open for vacant Board positions for the following year and reminds partners that the last Chamber workday in October is the cut-off date for nominations to be submitted to the Nominating Committee. Any partner may make a nomination of a Chamber partner that is in good standing to the Nominating Committee, provided that the nomination is made in writing and that the nominee has expressed a willingness to serve if elected.
Section 5. Election of Board of Directors:
The Nominating Committee reports its recommended slate of nominees to the Board of Directors at its regularly scheduled November meeting. After the Nominating Committee has presented its report, and prior to voting, the chair shall call for further nominations from the floor with the understanding that nominations from the floor must have the prior consent of the nominee's willingness to serve if elected. The Board may elect to restrict the number of Board positions to be filled to the minimum number of Board positions required as defined in Article IV. Section 2. The Board shall vote on each of the nominees recommended by the Nominating Committee in the order nominated by the Committee followed by any nominations made from the floor in the order made. A nominee shall be deemed elected upon receiving a majority vote. Voting ceases upon the filling of the last vacant position or in the event no remaining nominee receives a majority vote.
Section 6. Vacancies:
A vacancy occurring on the Board of Directors shall be filled in the interim between elections by a vote of the Board of Directors, to enable the Board to either achieve the minimum number of partners required as defined in Article IV. Section 2. or to bring the number of Board partners up to the allowed maximum. The number of vacant positions to be filled shall be determined by the Board of Directors. The Nominating Committee shall present a recommended slate of nominees to the Board for any unfilled positions to be voted upon. There is no requirement for the Nominating Committee to present more than one nominee for a vacant position.
Section 7. Meetings:
The Board of Directors shall hold regular monthly meetings at a time and place determined by the Board. However, the Executive Committee may cancel any regularly scheduled Board meeting upon a majority vote by the committee provided that Board partners are notified of the cancellation and the reason for cancellation five days in advance of the scheduled meeting. Special meetings of the Board of Directors may be called at any time by the Board Chairman or by a majority vote of the Executive Committee, or by the Secretary upon the request of any four (4) Board partners or twenty (20) partners making such request in writing to the President stating the purpose of the meeting.
Section 8. Quorum:
At all meetings of the Board of Directors, seven (7) partners shall constitute a quorum for the transaction of business. A majority of those present and voting shall decide all questions, except those where a larger vote is required by these Bylaws. If a quorum is not present, the meeting may be adjourned, or it may be postponed or delayed until a quorum is obtained, at the discretion of the presiding officer
Section 9. Agenda:
An agenda of all items to be discussed at the Board of Director meeting shall be circulated to the Board Partners prior to all regular or special meetings, along with the notice of the meeting. Also, all documents requiring Board action shall be included with the meeting agenda.
Section 10. Absence/Removal:
Any Board partner who has three consecutive unexcused absences will forfeit the Board position. Any Board partner may be removed by a majority vote of the Board partners if it is in the best interest of the Chamber and its goals, and is non-prejudicial. Board partners may resign at any time by written notice to the President of Chamber.
Section 11. Indemnification:
The Chamber shall indemnify and save harmless each director from and against costs, charges or expenses arising out of the execution of the duties of his or her office and also from and against all other costs charges, and expenses which he or she sustains or incurs in or about or in relation to the affairs of the Chamber, except such costs, charges or expenses as are occasioned by his or her own willful act or default.
Section 12. Board of Director Liaisons:
The Board of Directors may elect to invite representatives of major elected governmental bodies or established business associations to attend its regularly scheduled Board meetings for the purpose of serving as liaisons between their respective organizations and the Chamber's Board. Specifically, such liaisons shall provide advice and council, in general, and serve as an information conduit and coordinator of activities and events that are of mutual interest between the Chamber and the liaison's organization. The Board may from time to time request Board Liaisons not to be present during portions of Board meetings dealing with personnel matters or during the discussion of other matters as determined by the Board's Chairman or the partners of the Board of Directors.
ARTICLE V. Officers
Section 1. Election:
The officers of the Chamber shall be elected by the Board of Directors at its regularly scheduled December meeting from a single slate of Board partner nominees presented by the Nominating Committee. Additional nominations from the partners of the Board are permitted provided that prior consent is obtained from the person being nominated to serve. The term of office for newly elected officers shall commence on the first of January of the following year.
Section 2. Term of Office:
Chamber officers shall serve for two (2) years and take office immediately following their election. No officer may serve more than two (2) successive terms in any one office
Section 3. Composition:
The officers of the Chamber shall consist of a Chairman, Vice Chairman, Secretary and Treasurer.
Section 4. Board Chairman:
The Board Chairman shall preside at all meetings of the Chamber, the Board of Directors and the Executive Committee. Subject to the approval of the Board of Directors, the Board Chairman shall appoint all committees and designate their chairman and shall serve ex officio as a partner of all committees except the Nominating Committee. The Board Chairman shall be responsible for the general management of the business of the Chamber and shall exercise general supervision over all of its affairs. The Board Chairman shall present a report at the Annual Meeting regarding the progress and activities of the Chamber in the past year.
Section 5. Vice Chairman:
The Vice Chairman shall serve on the Executive Committee and carry out duties as assigned by the Board Chairman. Performs, in the absence of the Board Chairman, all duties assigned to the Board Chairman.
Section 6. Secretary:
The Secretary is responsible for having minutes prepared of all meetings of the Chamber, the Board of Directors and the Executive Committee, including the record of attendance. The Secretary shall be responsible for a complete file of all important records, including a complete list of all names and addresses of Chamber partners.
Section 7. Treasurer:
The Treasurer shall have charge of the Chamber's funds and shall secure their deposit in such banks, brokerage firms, vaults and other places, as approved by the Board of Directors. All bills of the Chamber shall be paid by check signed by the Board Chairman and Treasurer or any two partners of the Executive Committee. The Treasurer shall present a report of accounts to the Board of Directors at its regular meetings. The report shall be in a form approved by the Board and shall present a clear statement of the assets and liabilities, receipts and disbursements and bills outstanding. The Treasurer shall have a year-end financial report published in the Chamber's official publication.
ARTICLE VI. President
The President shall be employed by the Board of Directors and shall serve at the pleasure of the Board. The President shall have the responsibility for administering the daily affairs of the Chamber and providing overall, direct management. To this purpose, his or her authority shall include, but not necessarily be limited to administering the financial, legal and personnel affairs of the Chamber, including employing, discharging, directing, and supervising all staff partners in accordance with policies and procedures established by the Board of Directors and signing all contracts and leases subject to the approval by the Board of Directors. The President shall be a non-voting partner of the Board of Directors, the Executive Committee and all other committees, but shall not be counted in determining if a quorum is present.
ARTICLE VII. Executive Committee
Section 1. Composition:
The Executive Committee shall be composed of the Chamber officers, a partner at large from the Board of Directors elected by the Board and the President. The Executive Committee shall be chaired by the Board Chairman.
Section 2. Powers:
The Executive Committee shall exercise and enjoy all powers and authority of the Board of Directors during the interim between Board meetings.
Section 3. Accountability:
The Executive Committee shall present the actions of its meetings to the Board of Directors for their review at the next scheduled Board meeting.
Section 4. Quorum:
Three (3) partners shall constitute a quorum of the Executive Committee.
ARTICLE VIII. Other Committees
Section 1. Appointment:
The Board Chairman, shall appoint all standing and special committees and chairpersons as are necessary to accomplish the work of the Chamber except for the Nominating Committee, which shall be elected by the Executive Committee.
ARTICLE IX. Meetings
Section 1. Annual Meeting:
The Annual Meeting shall be held within the first ninety (90) days of each new year at such time and place as may be designated by the Board of Directors. Notice of the meeting shall be given at least fifteen (15) days in advance. The Annual Meeting agenda shall include, at a minimum, the Board Chairman's Annual Report and the introduction of the Board of Directors and the Chamber's officers.
Section 2. General Partnership Meetings:
General Partnership Meetings may be called by the Board Chairman, or by the Board of Directors, or by a petition signed by not less than (33%)percent of the partners. The President shall publicize the time and place of the meeting and the reason for the meeting being called. Notice of the meeting shall be placed in a publication of general interest, such publication to appear not less than ten (10) business days before the meeting. A majority vote by those partners present shall constitute a quorum for the transaction of business.
ARTICLE X Voting
There shall be no voting at any Chamber or Board of Director's meeting or subdivision there of by proxy or absentee ballot. However, in the case of an emergency, which shall be determined by the Board Chairman, votes may be cast by telephone, fax, or E-mail with the prior approval of the Board Chairman.
ARTICLE XI Policies and Procedures
All policies of the Board will be formalized and recorded in a manual for easy reference by the Officers, Directors and Administrative Staff. The Board shall adopt such rules and regulations as may be required to conduct the affairs of the Chamber. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, budget approval and direct its affairs.
ARTICLE XII. Dissolution
The Mount Dora Area Chamber of Commerce shall use its funds to accomplish the purposes specified in these By-laws. No part of such funds shall inure, or be distributed to the partners of the Chamber. On dissolution of the Chamber, any funds remaining shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Chamber Board.
ARTICLE XIII. Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions or parliamentary procedure when such rules are not inconsistent with the Charter or Bylaws of the Chamber.
ARTICLE XIV. Amendments
These By-laws may be amended or revised at any meeting of the Board of Directors