ARTICLE
I: GENERAL
Section 1. Name
The name of the Association is the
Florida Chamber of Commerce Executives, (FCCE) doing
business as Florida Association of Chamber
Professionals, hereinafter referred to as FACP, a not
for profit corporation formed in accordance with the
statutes of the State of Florida.
Section 2. Purpose
The principal purposes of the
association shall be to
(a) provide for the continuous
development of management skills,
(b) improve communications and
networking among members,
(c) enhance the image of chamber
management as a profession, and
(d) promote the general welfare
of its members.
Section 3. Limitations
The association shall observe and
adhere to all local, state and federal laws pertaining
to non-profit organizations as defined in section
501(C)(6) of the Internal Revenue Service Code and
Chapter 167, Florida Statutes.
Section 4. Definition of Terms
A. Chamber of Commerce: the term
chamber of commerce, as used in these bylaws:
(1) is a private, voluntary,
not-for-profit organization of businesses and
professional people dedicated to improving the
economic climate of a community or state developing
and promoting free enterprise;
(2) is classified as a "business league"
under Section 501(c)(6) of the Internal Revenue
Service tax code and annually files the requisite tax
forms;
(3) is incorporated as a not-for-profit under the laws
of the state of Florida;
(4) serves a diverse business community and the
economic interests of a specific geographic area; and
(5) has a board of directors that is selected from the
general membership and such board has the authority to
retain or fire the chief executive officer.
B. Equal Application: Each term,
phrase or reference whether masculine or feminine in
these bylaws shall have equal application and shall not
exclude any individual because of sex, race, religion,
or place of natural origin.
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ARTICLE
II: MEMBERSHIP
Section 1. Election to
Membership
All membership applications must
be accompanied by the prescribed annual membership
investment. New members must be approved by majority
vote of the board of directors. The initial membership
investment shall be refunded if the application is not
approved. Membership shall be continuous until
termination by resignation or expulsion.
Section 2. Application for
Membership
All applicants for membership must
complete and sign the application form provided by FACP
(FCCE) and submit the application to the principle
office of the association.
Section 3. Membership Limitations and Privileges
No member shall be entitled to
exercise any privilege of membership unless current
membership dues or other fees are fully paid. Every
active regular member shall have the rights and
privileges for which this association is organized,
including the right to vote on all questions put before
the general membership, to serve on committees, and to
have the privileges of the floor.
Section 4. Resignation
Any member may resign by filing a
written resignation with the President; however,
resignation does not relieve a member for liability for
dues accrued and unpaid, or any other fees due and
unpaid as of the date of resignation.
Section 5. Termination of Membership
The board of directors, by
majority vote, may cancel the membership of any member
for just cause, provided that such member shall be
granted an opportunity to appear before the Board of
Directors in his or her own defense if desired.
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ARTICLE
III - MEMBERSHIP FEES
Section 1. Annual Membership Fees
Membership fees for each
membership classification shall be set by the board of
directors, which may review the fee, structure, from
time to time, and make necessary changes.
Section 2. Payment
Annually based on members'
anniversary date.
Section 3. Refunds
No dues will be refunded.
Section 4. Delinquency:
Any member of FACP (FCCE) who is
delinquent in fees for the period of ninety (90) days is
terminated from membership.
Section 5. Reinstatement
Member may be reinstated upon
payment of current and any delinquent fees.
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ARTICLE
IV: BOARD OF DIRECTORS
Section 1. Directors
The governing body of FACP (FCCE)
is the board of directors, which has authority and is
responsible for the supervision, control and direction
of FACP (FCCE).
Section 2. Eligibility
Any member of FACP (FCCE) in good
standing, currently employed at a chamber for at least
one year, is eligible to hold the position of director.
Section 3. Composition
The board of directors consists of
no fewer than twenty-five (25) persons from the
membership of FACP (FCCE) including the chief paid
executive of the Florida Chamber. The chair has the
power to designate ex officio Board members of
complimentary organizations to serve on the board for a
one-year term.
Section 4. Term of Office
Directors can be elected to serve
a three (3) year term or appointed to a one year (1)
term. No director shall serve more than six (6)
consecutive years, without leaving the board for at
least one (1) year, unless they have been elected as an
officer.
Section 5. Absence from Meetings
In the event any director is
absent more than one (1) meeting of the board during any
twelve (12) month for reasons, which the board fails to
declare sufficient, the resignation of that director
shall be deemed to have been rendered and accepted.
Section 6. Vacancies
If a vacancy occurs on the board
for any reason, the position is filled for the unexpired
portion of the term by the board.
Section 7. Meetings
The board of directors meets at
least annually at whatever time and place it selects.
Section 8. Quorum
Fifty-one per cent (51%) of the
directors shall constitute a quorum for meetings of the
board or of the executive committee. If a quorum is not
present at any meeting, a majority of the directors in
attendance may adjourn the meeting from time to time as
may be necessary.
Section 9. Removal
A director may be removed for
adequate reason by a two-thirds (2/3) vote of the board
of directors.
Section 10. Compensation
Directors may not receive
compensation for their services.
Section 11. Organization Policy
All policies adopted by the board
of directors will be formalized and recorded. The board
shall adopt such rules and regulations as may be
required to conduct the affairs of FACP (FCCE). They
shall approve the employment of any staff support and
the terms of such employment.
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ARTICLE
V: OFFICERS
Section 1. Officers
The officers of FACP (FCCE) are
chair of the board, chair-elect, treasurer, immediate
past chair, and the appropriate number of vice chairs of
equal rank, equivalent to the number of program
divisions in FACP (FCCE) and the president. The
president shall serve as secretary without power of
voting.
Section 2. Eligibility
Officers shall be either members
of the current board or current officers at the time of
their nomination. Officers shall be automatic members of
the board of directors, if not currently serving in an
elected or appointed office.
Section 3. Term of Office
All officers shall serve for a
term of one (1) year or until their successors have been
elected. In the event the chair of the board should not
be able to complete her/his term of office, the
chair-elect shall automatically be elevated to the
office of chair of the board and serve the remainder of
the unexpired term plus the term of office to which
she/he had been elected.
Section 4. Duties of Officers
The officers perform those duties
that are usual to their positions and that are assigned
to them by the board of directors.
Section 5. Executive Committee
An executive committee consisting
of the chair of the board, the chair-elect, the
treasurer, the vice chairs, the immediate past chair and
the president shall have the power to act on behalf of
the board of directors and the membership during the
interim periods between board of directors meetings on
any matter requiring policy decisions or immediate
action and will be accountable to the board of directors
for its actions at their next meeting. The chair of the
board shall serve as the chair of the executive
committee.
Section 6. Removal
An officer may be removed for
adequate reason by a two-thirds (2/3) vote of the board
of Directors.
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ARTICLE
VI - ELECTIONS AND APPOINTMENTS
Section 1. Nomination of Directors
The chair shall appoint a five (5)
person Nominating Committee within thirty (30) days
following the annual meeting. The committee shall
consist of the chair-elect who shall be the chair. The
immediate past chair who is a member of FACP (FCCE), two
(2) board members, and one (1) member who is not a board
member. All members of the Nominating Committee shall
remove themselves from eligibility to be nominated for
any board or officer position.
Section 2. Duties of the Nominating Committee
By January, the Nominating
Committee must meet either in person or by
telecommunication to begin the nomination process. In
advance of the annual meeting, the Nominating Committee
shall present their recommended slate of directors and
officers to the president, who will communicate that
slate to the membership.
Section 3. Annual Election
Nominations for directors shall be
reported to the membership during the first week of
June. Additional nominations shall be accepted from any
member in good standing, with the consent of the
nominee, and written support of nine (9) other members
in good standing upon petition and in concurrence with
other provisions of these by-laws. Any nomination
petition must be received by the Nominating Committee at
the FACP (FCCE) office no later than thirty (30) days
prior to the annual meeting. If
nominations by petition are received or there is a
contested election, the appropriate ballot shall be
produced. The directors shall be elected by the members
at the annual
conference.
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ARTICLE
VII - MEETINGS
Section 1. Annual Meeting
The annual meeting of the
association shall be held at a time and place to be
designated by the board of directors, with notice mailed
to all members at least thirty (30) days prior to the
date thereof.
Section 2. Special Membership Meetings
Special membership meetings of
FACP (FCCE) may be called by the chair of the board with
the approval of the board of directors or upon written
request of ten percent (10%) of the members in good
standing.
Section 3. Quorum (at any membership meeting)
At any membership meeting ten (10)
percent of the members in good standing shall constitute
a quorum for the transaction of business.
Section 4. Board of Directors Meetings
The Board of Directors shall meet
at such times and places, and at such intervals as
necessary to further the purpose of FACP (FCCE).
Section 5. Special Board of Directors Meetings
Special meetings of the board of
directors may be called at any time by the chair of the
board or by written request of a majority of the board
provided that written notices of such meetings stating
the purpose and the time and place thereof shall be
given at least ten (10) days in advance to each member
of the board.
Section 6. Quorum of the Board
Fifty-one per cent (51%) of the
directors shall constitute a quorum for meetings of the
board or of the executive committee. If a quorum is not
present at any meeting, a majority of the directors in
attendance may adjourn the meeting from time to time as
may be necessary.
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ARTICLE
VIII - COMMITTEES
Section 1. Authorization and Appointment
The board of directors shall
authorize and define the powers and duties of all
committees of FACP (FCCE). The chair shall appoint all
committees, subject to the confirmation by the board of
directors.
Section 2. Authority of Committees
It shall be the function of
committees to carry on such activities as may be
delegated to them by the board of directors. committee
chairs shall cause preparation and submittal of written
reports, covering the activities of the committee, to be
submitted to the board of directors. The committee chair
or members of the committees, shall in no way commit
FACP (FCCE) on any matter, without first having received
the approval of the board of directors.
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ARTICLE
IX - FINANCES
Section 1. Fiscal Year
The fiscal year of the association
shall begin on September 1 of each year and end on
August 31 of the succeeding year.
Section 2. Revenue
All funds shall be paid into the
general account of this association and shall be in the
custody of the president.
Section 3. Budget
A budget for the coming year shall
be adopted at the first board meeting following the end
of the fiscal year.
Section 4. Expenditures
All expenditures of FACP (FCCE)
shall be in accordance with the budget and policies
established by the board of directors. All bills shall
be approved by the treasurer and shall be paid by check
from the general fund.
Section 5. Treasurer's Report
A report of the accounts of the
association shall be presented at the annual meeting by
the Treasurer.
Section 6. Bonding
The president and such other
officers and staff as the board of directors may
designate shall be bonded by a sufficient fidelity bond
in the amount set by the board and paid for by FACP (FCCE).
Section 7. Annual Audit
The accounts of FACP (FCCE) shall
be reviewed for two (2) consecutive years and audited
every third (3) year at of the close of business on the
last day of August by individuals selected by the
president. Copies of the review report or audit shall be
available to all members at all times.
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ARTICLE
X - AMENDMENTS
Section 1. Amendments
These bylaws may be amended,
altered, or substituted, by first presenting the
change(s) in writing, and a request to the board of
directors that the change(s) be approved at the next
board of directors meeting.
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ARTICLE
XI - TERMS OF EXISTENCE
Section 1. Existence of Association
The existence of this association
shall be perpetual. In the event of dissolution, assets
of the association shall be distributed by the board of
directors to exempt organizations qualified under the
IRS Code 501 (c) (3), as provided for in the latest
revision to the Internal Revenue Code.
Adopted July 25, 2001
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