SOUTH LAKE CHAMBER OF COMMERCE BY-LAWS
ARTICLE 1. ORGANIZATION
ARTICLE II. GENERAL
ARTICLE III. MEMBERSHIP
ARTICLE IV. BOARD OF DIRECTORS
ARTICLE V. OFFICERS
ARTICLE VI. ELECTIONS
ARTICLE VII. FISCAL YEAR/FINANCES
ARTICLE VIII. COMMITTEES
ARTICLE IX. DISSOLUTION
ARTICLE X. AMENDMENTS
ARTICLE XI. 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, Inc. (Chamber)
Seal
1.02 The organization shall have a seal which 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 South Lake
Chamber of Commerce, Clermont, Florida, 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 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 regulation, 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 basis 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, self employed, sole proprietorship,
government entity or person having good standing and an active presence in the
community 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) Supporting Membership: The supporting membership shall consist of any church,
civic organization, fraternity, sorority or person having good standing and an
active presence in the community 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.
C) Honorary Membership: Any person of significance who rendered a significant
Service to the Chamber or to the community at large may be chosen by the Board
of Directors for honorary membership and elected by a majority vote of said
Board present at any regular or special meeting. Honorary membership shall
include all of the privileges of active membership except those of holding
office and voting, and 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
president 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.
Annual Meeting
3.03 The annual meeting of the South Lake Chamber of Commerce for such matters
as shall properly come before it shall be held by the end of February. Written
or electronically transferred notices of the annual meeting of the organization
shall be mailed to the last known address of each member not more than thirty
days nor less than seven days prior to said meeting.
Regular Business Meetings
3.04 Regular business meetings of the members may be held as decided by the
Board of Directors. Notices of such meeting shall be mailed to the last known
address of each member not more than thirty days nor less than five days prior
to said meeting.
Special Meetings
3.05 Special meetings of the members may be called by any of the following:
A) The President
B) Any three Directors
C) Five percent of active members who shall submit such call in writing 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.
The notice of such meeting shall be mailed to the last known address of each
member not more than ten days nor less than three days prior to said meeting.
Voting Rights of Members
3.06 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
3.07 At any duly called Meeting of the voting members, ten (10) percent of the
total number of members shall constitute a quorum.
Termination
3.08 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
3.09 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 president 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.
Directors are to assure that the Chamber is adequately financed and has the
proper resources to accomplish its mission.
Directors are official representatives of the membership therefore personal
interests 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 president,
one as vice-president, one as secretary and one as treasurer.
B) They may employ an executive director 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.
Quorum of Directors
4.06 A majority of members of the Board of Directors, one of whom must be
president or vice-president, shall constitute a quorum for the transaction of
business at any meeting of the Board of Directors.
Meetings of the Board of Directors
4.07 Meetings of the Board of Directors shall be termed as either regular
meetings or special 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 president or any three Board members who submit a request from
same, in writing, to the secretary or executive director. Notice of such
meetings shall be made by the secretary or executive director to the members not
less than three days prior to said meeting unless, upon the discretion of the
president, 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
whom it is reasonably possible to contact.
Indemnification of the Board of Directors
4.08 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. OFFICERS
Duties of Officers
5.01 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) President: The president shall preside at all meetings of the Chamber of Commerce and it Board of Directors. The president shall perform all duties
incident to the office, and advise such action as may be determined by the
president to be necessary to the fulfillment of the objects and purposes of the
association. The outgoing president shall preside at the annual meeting of the
Chamber membership until all of the officers for the ensuing year have been
installed.
B) Vice-President: The vice-president shall act in the absence of the president
from time to time. The vice president shall be kept fully informed of Chamber
activities. The vice-president 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 Committee are recorded in the absence of the
Executive Director 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, will render reports and accountings to the
directors and the membership, will serve as chairperson of the finance
committee, and will perform in general all duties incident to the office of
treasurer and other such duties as may be required by law or these by-laws, or
which may be assigned from time to time by the Board of Directors. All checks exceeding $500.00 shall be signed by any two of the following:
treasurer, president, executive director, vice-president, or secretary.
E) Executive Director: The executive director shall be paid a salary as
determined by the Board of Directors. The executive director shall be the chief administrator and executive officer.
The executive director will have notices, agenda, and minutes prepared for
meetings of the Board of Directors. The executive director shall serve as advisor to the president 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 executive director 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 executive director
shall be responsible for the administration of the program of work in accordance
with the policies and regulations of the Board of Directors. The executive director shall be responsible for hiring, discharging, directing
and supervising all employees and volunteers. With the cooperation of the program of work committee and the finance committee,
the executive director 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 executive director shall also be responsible for all
expenditures with approved budget allocation.
F) Immediate Past President
Indemnification
5.02 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 VI. ELECTIONS
Method
6.01 Election for seats on the Board of Directors shall occur in the following
manner:
A) The president 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-president, 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
President, Vice-President, Secretary, Treasurer and Immediate Past-President) to
the Board of Directors at the December Board of Directors meeting.
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ARTICLE VII. FISCAL YEAR/FINANCES
Fiscal Year Defined
7.01 The fiscal year shall be defined as beginning January first of each year
and ending on December thirty-first of the same year.
Funds
7.02 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
7.03 Upon the approval of the budget, the executive director is authorized to
make disbursements on accounts and expenses provided for in the budget without
additional approval of the Board of Directors.
Budget
7.04 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
7.05 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
7.06 The executive director 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 VIII. COMMITTEES
Designation with Composition
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
8.02 The president, by and with the approval of the Board of Directors, will
appoint all committees and committee leaders. The president 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 to make investigation, conduct studies and
hearings, make recommendations to the Board of Directors, and to carry on such
activities as may be delegated to them by the Board.
Limitations of Authority
8.03 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 president 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
8.04 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
8.05 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 IX. DISSOLUTION
Procedure
9.01 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 X. AMENDMENTS
Process
10.01 Amendments to these by-laws may be made in the following manner:
These Bylaws may be amended or altered by a two-thirds (2/3) 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 (10) days before the meeting at
which they are to be acted upon. Routine review of the Bylaws should take place
at least every three (3) years.
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ARTICLE XI. OTHER
Procedure
11.01 The most current issue 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 January 21,2005 and supercede and make null and
void all previous by-laws that may have been adopted.
SOUTH LAKE CHAMBER OF COMMERCE
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