BYLAWS OF THE GREATER NAVARRE AREA CHAMBER OF COMMERCE, INC.
SECTION 1: NAME
This organization is incorporated under the laws of the state of Florida and shall be known as THE GREATER NAVARRE AREA CHAMBER OF COMMERCE, INC. (hereinafter referred to as “the Chamber”).
SECTION 2: MISSION
Our mission is to serve as a partner and advocate, championing for the interests of Business, Education, Economic Development, Workforce Development, Tourism, and the Military in the Greater Navarre Area.
SECTION 3: OFFICE
Our headquarters and principal office will be located in Navarre, FL. The Chamber Board of Directors (“CBOD”) shall have the authority to decide on the physical location and mailing address for the Chamber. The regularly scheduled meetings of the CBOD shall be held at a designated location so decided on by the CBOD.
SECTION 4: LIMITATION OF METHODS
The Chamber shall follow all local, state, and federal laws which apply to a non-profit organization as defined in Section 501(c)(6) of the Internal Revenue Code. The CBOD has sole authority for the establishment and communication of the positions of the Chamber.
SECTION 1: ELIGIBILITY
Any business entity including, but not limited to, associations, partnerships, corporations, limited liability companies, sole proprietorships, or any individual having an interest in the development and well-being of the Greater Navarre Area is eligible for membership as an “INVESTOR” in the Chamber.
SECTION 2: APPLICATION
All applications for membership shall be in writing to the Chamber on a designated Chamber form or by website. An INVESTOR shall become a member of the Chamber upon completion of an application and the payment of the applicable dues. An application constitutes an agreement on the part of the INVESTOR to adhere to all bylaws, policies, and procedures adopted by the Chamber.
SECTION 3: DUES
The annual INVESTOR dues are required as a source of revenue for the Chamber and it activities. The fee structure will be established, set, and approved by the CBOD on an annual basis and shall be payable in advance. An INVESTOR’s dues shall be due and payable on the anniversary of the INVESTOR’S membership in the Chamber.
SECTION 4: CLASSIFICATION OF INVESTORS
There shall be three classifications of INVESTORS: Regular, Honorary, and Exchange.
A) Regular INVESTORS will pay dues and are eligible for business and/or individual membership.
B) Honorary INVESTORS have distinguished themselves in public affairs, community achievement, and/or the development of the Greater Navarre area and shall be exempt from paying dues and awarded membership by a majority vote of Regular INVESTORS present at a Quarterly Membership meeting.
C) Exchange INVESTORS are created when the Chamber exchanges membership with another non-profit organization. These INVESTORS shall be exempt from paying dues. Membership in the Chamber as an Exchange INVESTOR will be awarded by a vote of 2/3s of the CBOD present at any scheduled Board of Directors Meeting.
SECTION 5: VOTING
Only Regular INVESTORS in good standing shall be entitled to vote at any regular or specially called Meeting of the Membership. A Regular INVESTOR that is a business entity shall be entitled to a single vote by a person designated by that INVESTOR. Voting by proxy or absentee ballot is not permitted.
SECTION 6: TERMINATION
INVESTOR membership in the Chamber may be terminated as follows:
A) Non-payment of dues – Dues are payable in full within 30 days of membership renewal which date will be the anniversary of the date of the members joining this Chamber. If a member fails to pay the dues owed by the 61st day of the due date their membership shall be deemed terminated and they shall lose all benefits of the organization. Membership in the Chamber can be regained by the full payment of dues in advance.
B) Termination other than for delinquent dues – Any INVESTOR’s membership may be terminated for cause including, but not limited to, monetary or reputational damage to the Chamber. The notice of intent to terminate shall be issued by the CBOD and shall set forth in detail the alleged actions of the INVESTOR that give rise to the termination action. Termination of an INVESTOR’S membership requires a vote of Regular INVESTORS at a duly noticed meeting. The affected INVESTOR may request a meeting with the CBOD 10 (ten) days prior to the Membership meeting to address the reason(s) for the possible termination of membership. The affected INVESTOR will also be allowed to address the Membership prior to a vote of termination. Regular INVESTORS must vote by 2/3’s of the members present at any regular or special meeting of the membership with notice to all INVESTORS of the purpose of the meeting to terminate any INVESTOR.
In the event of the termination of membership, any title or proprietary right which may have been conferred upon such member by virtue of that member’s previous affiliation with the Chamber shall be forfeited. Said termination shall also constitute a termination of that member’s subsidiaries, affiliates, or related companies.
Section 1. Annual Meetings
The annual meeting of the membership of the Chamber shall be held each year during December. The time and place shall be fixed by the CBOD and noticed to each member at least ten (10) days before the meeting. The annual meeting shall also serve as the quarterly General Membership meeting for the fourth quarter of the calendar year.
Section 2. General Membership Meetings
Beginning with the first full quarter of the calendar year following the adoption of these Bylaws by the CBOD, General Membership Meetings shall be held in each quarter of the calendar year so that the membership may be kept informed of the business activities of the Chamber and the Board’s plan for the Chamber’s business activities. The CBOD will make available for review the monthly Treasurer’s Report compiled during that quarter, the Board Minutes for the Board meetings held since the last General Membership Meeting, as well as the applicable Board of Directors Meeting Agendas.
Section 3. Special Meetings
Special meetings of the Chamber may be called by the Chairperson of the Board, by the CBOD at a duly noticed board meeting, or upon petition in writing of any 10% of Regular INVESTORS in good standing. Notice of special meetings shall be posted on the Chamber’s website and e-mailed to each member at least ten (10) days prior to such meetings. Committee meetings may be called at any time by the Chairperson of the Board or by the Committee’s Chairperson with ten (10) days’ notice to the Committee members.
Section 4. Quorums
Quorums are required for all Board, Membership, or Committee meetings. A quorum will exist if a majority of the voting members of the meeting are physically present which shall include presence by conference call, teleconference, skype, or any other means of actual interactive participation. Proxies are not allowed.
Section 5. Voting
Any decision made or action taken at a meeting of the CBOD, the General Membership, or other Committees of this Chamber shall require a 2/3’s vote of the quorum present at the meeting unless otherwise provided elsewhere in these Bylaws.
Section 6. Notices, Agenda, and Minutes
Notice of all meetings shall be given at least ten (10) days in advance by email and also posted to this Chamber’s website. An advanced agenda must be prepared prior to all meetings and minutes of the meeting must be kept and circulated among the attendees of the meeting for approval at the next meeting.
BOARD OF DIRECTORS
Section 1. Composition and Titles
The CBOD is a working Board. The government and policy-making responsibilities of the Chamber shall be vested in a Board of Directors. Board members are expected to attend Chamber events and activities.
The CBOD shall consist of 11 voting members elected from the general membership and the Past Chairperson of the Board and the President/CEO, neither of whom shall be voting members of the Board.
Directors shall serve for a term of two (2) years, not to exceed two (2) consecutive terms. However, among the initial slate of CBOD members, 5 members shall only serve a one year term. This is necessitated by the need to stagger the terms of the members of the Board. No director shall be eligible for re-nomination after serving two consecutive terms until after a one year break in service. Board Officers of the Chamber, as defined in Article V, Section 1, will consist of 5 seats on the Board of Directors with the following titles: Chairperson, Vice-Chairperson, Treasurer, Secretary, and CEO/President. Except for the President/CEO, the aforementioned titled directors shall be elected by the voting members of the CBOD an annual basis with the newly elected Board. The remaining 7 voting Board Members shall bear the title of Director. Only one representative from a Regular INVESTOR that is a business entity may serve on the Board of Directors at any given time.
Section 2. Nomination, Election, Removal, and Replacement of Director
The Nominating Committee will be established at the October CBOD Meeting for the purpose of gathering nominees for the CBOD available positions. The Nominating Committee shall consist of the Chairperson of the CBOD, and three Regular INVESTORS chosen at large by the CBOD. Members of this Committee may include members of the existing CBOD but every attempt should be made to include members who are not already members of the Board. The term of each committee member shall be a period of one year.
The Nominating Committee will submit to the CBOD at the November meeting a list of candidates to replace the outgoing directors. Notice of the names of the nominees will be posted to the Chamber’s website and emailed to all Regular INVESTORS within ten (10) days of the CBOD’s November meeting. Thereafter, Regular INVESTORS shall have ten (10) days from the date of notice to submit any additional nominees. It shall be the duty of the President/CEO to verify that a nominee is an active member in good standing and willing to serve the full term before being voted on at the General Membership Meeting.
The President/CEO will be responsible for publishing to the membership the names and persons nominated as candidates ten (10) days prior to the Annual General Membership Meeting in December. Election of members of the Board of Directors shall be by ballot at the December Annual General Membership Meeting.
In November the President/CEO shall appoint, subject to approval of the CBOD, at least three (3) members to the Committee who are not members of the CBOD or candidates for election to complete the supervision of the election. This Committee’s members tally the votes of the election and report the results before the conclusion of the December Annual Membership Meeting. The CBOD shall ratify the election results and announce to the General Membership the list of directors of the CBOD for the upcoming year.
All elected directors on the CBOD shall be sworn in before the conclusion of the Annual Membership Meeting and shall take their place on the Board at the next meeting of the CBOD.
Directors may be removed during their term for cause by the Membership by the vote of 2/3’s of the majority present at the next Quarterly General Membership Meeting, provided the proposal to remove the director is noticed to the General Membership at least ten (10) days prior to the Meeting.
Any member of the CBOD that is absent from three (3) regularly scheduled CBOD meetings without good cause in one calendar year may be removed from the Board by majority vote of the other members of the Board where a quorum, not counting the member subject to removal, is present.
Any member of the Board may resign at any time by delivering notice to the CBOD. Upon resignation or removal of a Board Member, the Nominating Committee will present three (3) names at the next CBOD meeting for board approval. The final vote for the replacement of the Director will take place at the next scheduled General Membership Meeting. Any Director installed as a result of a vacancy shall serve out the remainder of the vacated term.
Section 3. Responsibilities
As the governing body of the Chamber, the CBOD shall provide the framework for its decision-making responsibility on all matters and shall guide the organization.
The CBOD shall have the authority to create such internal organizations of divisions, councils, departments, committees, etc. deemed advisable for the efficient operation of the Chamber. The CBOD will define the scope of work for each.
Section 4. Authority
The CBOD shall maintain executive authority over and annually review and approve all activities, proposed programs, budgets, and finances of the Chamber. No action or resolution of any kind shall be taken by any divisions, councils, departments, or committees having a bearing upon or expressive of the Chamber unless first approved by the CBOD.
Section 5. Action without Meeting
Any action required or permitted to be taken at the CBOD meeting or a meeting of a committee of the Board may be taken without a meeting if: (a) each of the directors, or each of the members of the Committee, as the case may be, consents in writing to the action; (b) the consent sets forth the action to be taken; and (c) the consent is filed in the minutes of the proceedings of the Board or the Committee. The consents may consist of one or more writings.
Section 6. Waiver of Notice
Notice of a meeting of the Board need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting constitutes a waiver of notice of such meeting and a waiver of any and all objections to the meeting itself or any results arising from such meeting unless the director states an objection for lack of notice to the convening of the meeting at the beginning of such meeting. The objecting member’s attendance does not count toward the determination of whether a quorum for the meeting exists.
Section 7. Policies and Procedures
The CBOD is responsible for establishing procedures and formulating policy for the organization. It is also responsible for adopting all policies of the organization. The policies and procedures shall be maintained in a Policies and Procedures Manual and will be reviewed and revised as necessary. The Policies and Procedures are to be shared with the General Membership each time an amendment has been made by the CBOD. The Policies and Procedures shall be made available to the Membership no less than annually.
Section 8. Management
The CBOD shall employ a President/CEO for the day-to-day management and operation of the Chamber office and report all significant activity of the CBOD. He/she shall be the chief administrative and executive officer. The President/CEO shall perform such duties and responsibilities as may be assigned by the CBOD. The President/CEO shall also serve as advisor to the Chairperson of the CBOD with program planning, assembling information and data, and special reports as needed.
The CBOD may, from time to time, set the compensation package of the President/CEO and is required to evaluate the President/CEO’s job performance on an annual basis. The compensation package for all other employees of the Chamber shall also be approved by the CBOD.
The Chamber shall indemnify and hold harmless any and all current or former officers, directors, employees, or agents from and against any and all claims, liabilities, causes of action, injuries, damages, costs, expenses, and reasonable attorney’s fees, which they may suffer or incur as a direct result of actions undertaken by themselves or another party on behalf of or in connection with the Chamber or its functions, activities, duties, or obligations. Such indemnity shall not extend to any criminal actions, intentional or willful misconduct, or for gross negligence in matters beyond the scope of the Chamber’s functions, activities, duties, or obligations. The indemnification referenced herein may only be waived by express writing from the officer, director, employee, or agent for whom indemnification would be provided. The indemnification referenced herein shall survive termination or revision of these Articles.
The Chamber shall have the authority but not the obligation, through the CBOD, to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the Chamber or is or was serving at the request of the Chamber.
Section 1. Determination of Officers
The CBOD shall include a Chairperson of the Board, Vice-Chairperson, Treasurer, Secretary, and President/CEO. These same officers shall comprise the Executive Committee of the CBOD. The President/CEO shall be a nonvoting member of the Executive Committee.
The Executive Committee shall make recommendations and provide input as appropriate concerning issues likely to come before the CBOD. The Executive Committee shall also possess and exercise emergency powers of the CBOD between meetings of the Board. It shall report its actions at the next meeting of the Board. Any actions taken by the Executive Committee will be reviewed by the CBOD at that time and all items decided by the Executive Committee must be either ratified or renounced by the full Board. The Executive Committee may meet in an emergency situation where the President/CEO has certified in good faith to the Executive Committee that a sufficient number of Board Members to constitute a quorum cannot be reached on short notice to deal with the emergency.
Section 2. Duties
Chairperson of the Board of Directors
The Chairperson of the CBOD shall preside at all meetings of the membership, the CBOD, and the Executive Committee. He/she shall, with the concurrence of the CBOD, appoint the Chairperson and approve the membership of all committee’s and/or task forces. With the authorization of the CBOD, he/she shall make all conveyances of property of the Chamber and/or any other instruments pledging or obligating the Chamber for the payment of money.
In the absence or disability of the Chairperson of the Board, the Vice-Chairperson shall assume the duties of the Chairperson of the Board. The Vice-Chairperson shall become familiar with all activities and affairs of the Chamber.
Vice-Chairperson of the Board of Directors
The Vice-Chairperson of CBOD shall be responsible for activities, projects, and services assigned by the Chairperson of the Board. The Vice-Chairperson shall become familiar with all activities and affairs of the Chamber.
The treasurer is the chief financial officer of the Chamber and shall serve as Chairman of the Budget Committee which is tasked with the responsibility of developing policies and procedures regarding the safe keeping and accountability of all Chamber funds. All funds received by the Chamber shall, at a minimum, be kept on deposit in financial institutions with FDIC coverage. The Treasurer shall supply a monthly financial report including a Profit and Loss Statement for current month, Profit and Loss Statement for year-to-date, and a current year-to-date Balance Sheet to the CBOD.
The Treasurer shall file all required documents for the Chamber with Sunbiz.org and for submitting financials to a CPA for the required annual forms to be submitted to the IRS on the Operating Account.
The Secretary shall be responsible for reviewing the minutes of the BOD meetings taken by the President/CEO to ensure consistency and accuracy. The Secretary along with the President/CEO will ensure that the Chamber is compliant with all statutory and administrative requirements.
The President/CEO shall perform such duties and responsibilities as may be assigned by the CBOD. He/she shall be the chief administrative and executive officer and shall be responsible for the day-to-day management and operation of the Chamber office and report all significant activity to the CBOD. He/she shall also prepare the minutes of any meeting in which he/she is present.
The President/CEO shall serve as advisor to the Chairperson of the Board with program planning, assembling information and data, and special reports when needed.
The President/CEO shall be responsible for hiring, discharging, directing, and supervising all employees.
Section 1. Appointment and Authority
The CBOD shall authorize and define the powers and duties of all committees. The Chairperson of the Board, by and with approval of the CBOD, shall appoint all Committee Chairs and members of the Committees except the Executive Committee whose composition and authority is already established in these Bylaws and the Budget Committee.
The Committee Chairperson must be a member of the CBOD. The Committee Chairperson will be responsible for providing written reports to the President/CEO ten (10) days before each CBOD meeting.
The Chairperson of the Board, with the approval of the Board, shall have the authority to replace any Committee Chairperson.
Section 2. BUDGET COMMITTEE
The Budget Committee shall be made up of the Treasurer, two additional CBOD members, and Vice-Chairperson.
The Budget Committee will meet at least quarterly and is charged with preparing for approval the Chamber’s Annual Operating Budget. The Budget Committee will work with the Chamber’s CPA to ensure reasonable and adequate financial controls are in place and that monthly financial reports are prepared in a manner consistent with Generally Accepted Accounting Principles. The Budget Committee will provide minutes from its quarterly meetings to the CBOD.
Section 3. Authority/Function
Committees shall make recommendations in writing to the CBOD. No committee shall take or make public any formal actions or resolutions or in any way commit the Chamber on a question of policy or on a matter of general public interest without having first received the approval of the CBOD.
Section 1. Funds
All money paid to the Chamber shall be deposited into the GNACOC Operating account
Section 2. Disbursements
Upon approval of the budget, the President/CEO is authorized to make disbursements on accounts and expenses provided for in the budget without any additional approval from the CBOD. Any staff or volunteer with check signing privileges shall be bonded.
Section 3. Fiscal year
The fiscal year of the Chamber shall begin January 1st and end on December 31st.
Section 4. Budget
The proposed budget for the upcoming year will be presented by a representative of the Budget Committee to the CBOD for adoption and/or modification and approval by the CBOD.
Section 5. Compilation
The accounts of the Chamber shall be compiled annually as of the end of the fiscal year by a public accountant. The compilation shall be made reasonably available to any Regular INVESTOR upon request.
Section 6. Debts and Obligations
No debt or obligation whatsoever for the payment of money, or other things of value, shall be created or incurred and money shall be appropriated or paid out, and no contract or other action which by its terms results in a debt or obligation, shall be binding upon the Chamber unless the same be authorized by provision of the Chamber budget or be authorized or ratified by the directors.
In the event of the dissolution of the Chamber, the Chamber’s assets shall be distributed in accordance with a plan of distribution adopted by the CBOD which plan shall comply with all applicable federal, state, and local governmental requirements.
The Bylaws may only be amended or altered by 2/3’s vote of a quorum of the Membership present at any quarterly Membership Meeting. Any proposed amendments or modifications must be noticed by publication on the Chamber’s website and by email to all Regular INVESTORS ten (10) days prior to the next General Membership Meeting.
These Bylaws become effective immediately upon adoption by the CBOD.
These Bylaws have been passed, adopted, and approved by the Chamber Board of Directors.
Secretary of Chamber Board of Directors