St. Johns County Chamber of Commerce By-laws

ST. JOHNS COUNTY CHAMBER OF COMMERCE BY-LAWS

ARTICLE I. NAME The name of this association shall be the St. Johns County Chamber of Commerce.

ARTICLE II: PURPOSES AND OBJECTIVES

1. This association is organized for the purposes of advancing, advertising and publicizing the commercial, industrial agricultural, resort and civic interests of the communities of St. Johns County and the county as a whole; to seek new residents, promote entertainment and recreational facilities and activities for visitors and residents; to encourage better relations among the members of the association; to develop and represent the business and commercial interests of the general membership before the various branches and levels of government; to maintain high standards of professional conduct among the members in order to make membership in this association a reasonable assurance of integrity and responsibility to the public; and to increase the general prosperity of the area.

2. The Chamber, in its membership and activities, shall be non-partisan and non-sectarian. However, this objective will in no way limit the Chamber's right or responsibility to take public stands on issues and leadership that affect the business, commercial and political interests of the community.

ARTICLE III. MEMBERSHIP

1. Any person, business, association, organization or corporation interested in the general welfare of St. Johns County, and who subscribes to the purposes and objectives of the Chamber stated above, shall be eligible for membership in the Chamber upon making proper application, paying the prescribed dues and assessments, designating an official representative and the acceptance of their application by the majority of a quorum of the Board of Directors.

2. All accepted applicants will be duly notified and furnished with a new member package.

3. Memberships in this Chamber shall be one of the following classifications: a. Active Members - Any person, business, association, organization or corporation actively engaged in business or commercial operations in St. Johns County may be granted Active Membership status. Active Members shall have the right to cast one vote per membership at any General Membership Meeting, in any Chamber election, or in any formal or informal poll taken of the membership. The designated representative of an Active Member may hold office herein and shall be entitled to any other such privileges as may be granted by the Board of Directors. b. Associate Members - Any individual or organization not actively 2 engaged in business or commercial operations in St. Johns County may be granted Associate Membership status. Associate Members will not be entitled to vote or hold any office other than appointed committee membership. They shall be entitled to participate in formal and informal polls taken of the membership.

4. Any person, business, association, organization or corporation may apply for additional active memberships based on the number of business licenses they hold. Only one active membership shall be allowed per business license. They may designate another person within their organization to hold the additional membership.

5. If any member shall fail to pay their dues or assessments within 120 days of the start of a new membership year, the membership may be terminated at the President’s discretion.

6. If any member shall fail to conduct himself according to accepted ethical business standards and/or to the purposes and objectives of the Chamber contained herein, in the opinion of a majority of the Board of Directors, the membership may be canceled by the Board of Directors after the members have had an opportunity for a hearing before said Board. They may not re-apply for membership within one year of the Board's action.

7. Any member desiring to change their membership classification should notify the Director of Membership and Administration who will determine the appropriateness of the classification and present to Board of Directors for approval. 8. All members in good standing may use the approved seal and/or slogan of the Chamber to publicize their association with the Chamber on their advertising, cards, stationery, offices, signs and equipment, providing such use is not objectionable or detrimental to the purposes of the Chamber. However, they agree that upon termination of their association with the Chamber for any reason, they will remove such displays and statements within a period of thirty days.

ARTICLE IV: DUES AND ASSESSMENTS

1. The annual membership dues for each classification of membership and their method of payment shall be as approved by the Board of Directors.

2. Assessments and fees shall be established by the Board and must be ratified by a majority of the voting members present at a General Membership Meeting.

ARTICLE V: MEETINGS – GENERAL MEMBERSHIP

1. All meetings shall be held at a time and place approved by the Board of Directors.

2. General Membership meetings shall be called by the Board of Directors no less frequently than two times a fiscal year with one of the meetings to be held in October of each year and shall be designated the Annual Meeting.

3a. Attendance of at least five percent of those persons designated as representatives of Active Membership shall be necessary to constitute a quorum for the purpose of conducting business. b. The Board shall call a General Membership meeting upon written petition of five percent of the Active Membership. c. Notice of General Membership Meetings shall be given to each member in person or by first class mail, fax or email to their last known address at least five days in advance of the meeting.

ARTICLE VI. MEETINGS – OTHER

Other meetings of the Chamber, i.e. seminars, committee meetings, retreats etc. may be held as needed.

ARTICLE VII: BOARD OF DIRECTORS – TERM & APPOINTMENT PROCEDURE

1. Each member of the Board of Directors shall serve for a three (3) year term commencing on the date of the regular Board meeting in September and automatically terminating on the date of the same Board meeting three years later. No Director shall be eligible to serve consecutive terms; provided however, in the event any Board member has been appointed to simply complete the partial term of prior Director, then that Board member shall be eligible to serve one additional full term at the completion of the partial term.

2. Accordingly, each September one-third (1/3) of the current Board of Directors shall rotate off the Board and a new Board member shall be appointed as described below to fill each vacated spot. New Directors shall be appointed in the following manner: (a) Each May, the Chairman shall appoint a Nominating Committee of not less than seven Active Members which shall consist of: (i) three members on the current Board; and (ii) four Active Members at large. (b) During May and June, the Nominating Committee shall create a list of potential nominees to act as new Directors and direct staff to send notice to all Active Members and Directors requesting submissions of potential nominees. The nominations shall close on the last business day in June. (c) Upon closing nominations, the Nominating Committee shall immediately thereafter file its report with the Chairman stating its recommended slate of nominees. Prior to filing its report, at least one member of the Nominating Committee shall speak with each of its recommended nominees to confirm they are indeed willing to serve.

(d) Upon receiving the Nominating Committee’s report, the Chairman shall direct staff to send notice to all Active Members on or before July 5th which provides the members with: the name of each nominee; a short biographical statement for each nominee; the opportunity to confirm the appointment of each nominee; and a statement that all 4 responses must be received by the Chamber staff within 10 days from the date of the notice. (e) As soon as practicable after return of the members’ responses, the Nominating Committee shall reconvene to examine the responses and confirm the nominees. The Nominating Committee shall then deliver a final report to the President and Chairman listing the confirmed nominees. Upon confirmation, a member of the Board or staff shall inform the nominees and each shall thereafter be deemed appointed to serve as a Director effective at the upcoming regular Board meeting in September. (f) In the event any nominee is not confirmed and a Board vacancy remains, then the Chairman shall be entitled to appoint a new Board member in a similar manner to any mid-term vacancy as described below in Article IX, Section 7.

ARTICLE VIII. ELECTIONS – OTHERS

All other elections for offices in the Chamber shall be decided by a majority of a quorum of the electing body. ARTICLE IX: BOARD OF DIRECTORS 1. The government of the Chamber, the direction of its work and the control of its property shall be vested in a Board of Directors, who shall be elected or appointed as herein provided.

2. The Board shall meet at regular periods, the times and place to be fixed by them, but not less than every two months. Special Board meetings may be called by a majority of the Directors, the Chairman, the Executive Committee, or upon written petition of five percent of Active Membership.

3. Board members are asked to resign after 3 consecutive absences or four total absences per year.

4. Any designated representative of a Chamber member may attend Board of Directors meetings. No non-member may attend Board of Directors meetings without the consent of the Executive Committee or the Board of Directors.

5. A majority of the members of the Board shall constitute a quorum for the purpose of conducting business.

6.The Board of Directors shall consist of twenty-one persons duly elected or appointed from the designated representatives of Active Members of the Chamber. Members of the Board, with voting privileges, will be the Immediate Past Chairman, the Presidents of all Area Councils, the Chairman of the Economic Development Council. Ex-officio members of the Board without voting privileges shall be a VCB representative and any other person or persons so approved by a majority of a quorum present at a General Membership Meeting.

7. Vacancies. Except as may be otherwise provided in the Articles of Incorporation or these Bylaws, any vacancy on the Board of Directors shall be filled by appointment by the Chair, but such appointment shall take effect only if, and only after, a majority of all of 5 the directors then in office, even though less than a quorum, have voted at a duly called meeting to approve such appointment. The director so chosen shall hold office until the election of the new class of directors for which such director was chosen, and until his or her successor has been duly elected and shall qualify. If at any time there are no directors in office, then an election of directors shall be held in the manner otherwise provided by these Bylaws, the Articles of Incorporation, and the applicable Florida Statutes.

ARTICLE X: OFFICERS

1. The elected Officers of the Chamber shall be a Chairman, Vice-Chairman, Secretary and a Treasurer, who shall be members of the Board of Directors during their term of office. Each officer shall be entitled to a vote on the Board. Confirmation of Chairman and election of Vice-Chairman, Treasurer and Secretary shall be held no later than the twelfth month of each fiscal year and shall be determined by a majority vote of a quorum of the carry-over and incoming Directors.

2. The Chairman shall preside at all meetings of the General Membership, the Board of Directors and the Executive Committee. He shall perform the duties incident to his office or assigned by the Board. He shall appoint representatives of the Chamber to any outside organization from Chamber membership.

3. The Vice-Chairman shall act in the absence of the Chairman. The Vice-Chairman shall automatically become Chairman on the first day of the fiscal year following the year he served as Vice-Chairman subject to a vote of confidence by the Board at the September meeting.

4. The Treasurer shall chair the Finance Committee, to be appointed by the Treasurer, subject to the approval of the Chairman. The Committee shall be responsible for oversight of all financial matters of the Chamber.

5. The Secretary shall be responsible for all correspondence, minutes at meetings, corporate records and seal.

6. Any Officer or Director may be removed from office by either: a. A simple majority vote of a quorum at a General Membership meeting or: b. A three-fifths majority vote of the members of the Board at a Board of Directors meeting duly called and with written notice.

7. Vacancies in the office of Chairman, Vice-Chairman, Secretary and Treasurer shall be filled by election by a majority vote of a quorum of the Board of Directors. Such election must be held within thirty days of the effective date of the vacancy. The newly elected Officer will serve out the full term, or terms, in the case of an office with automatic succession of the Officer he is replacing, unless removed or terminated.

ARTICLE XI: PRESIDENT

1. The President shall be a full-time salaried employee and shall be responsible for the administration and 6 management of the Chamber staff and duties incidental thereof. He shall conduct official correspondence, safeguard documents and communications, keep books of account and maintain an accurate record of all proceedings of the Chamber. Within the constraints of the Chamber budget and job description as approved by the Board of Directors, the President will employ, discharge, determine salaries and benefits of the other paid employees of the Chamber and supervise their performance. At the expiration of his term of office, his resignation or his termination by the Board, he shall deliver all documents and other property of the Chamber to the Chairman.

2. In the event of vacancy of the President, the Chairman shall appoint a Search Committee consisting of five active members. The Search Committee shall make a recommendation to the Board of Directors for final approval. ARTICLE XII: THE

EXECUTIVE COMMITTEE

1. The Executive Committee shall consist of the Chairman, Vice-Chairman, Treasurer, Secretary and Immediate Past Chairman. Additional members of the Executive Committee shall be the Chairman of the Economic Development Council and the President.

2. The Executive Committee shall be authorized to act for and on behalf of the Board of Directors in the manner and to the extent consistent with policies and procedures previously adopted and approved by the Board of Directors. Actions of the Executive Committee shall be reported to the Board by mail or at the next Board of Directors meeting for ratification.

3. The Executive Committee shall meet at the call of the Chairman to consider and act upon such matters as shall require action during the interim between meetings of the Board. They shall be responsible for the preparation of the annual operational budget and its presentation to the Board of Directors for approval no later than the first meeting of the Board each fiscal year.

4. A majority of the named voting members of the Executive Committee shall constitute a quorum of that body.

ARTICLE XIII: DEPARTMENTS

1. It shall be the function of Departments of the Chamber to develop and implement programs and activities in their respective areas relevant to the needs and purposes and objectives of the Chamber.

2. A Department may have the authority to collect and disburse funds, recruit members from the Chamber membership and elect its own governing body. A Department may also adopt a written set of By-Laws and submit them to the Chamber Board of Directors for review and approval; however, no Department shall change any of its By-Laws nor disband without approval of the Chamber Board of Directors.

3. Each Department may have paid staff members, whose hiring and termination shall be approved by the 7 President of the Chamber, who shall also supervise such staff. 4. The following are recognized as Departments of the Chamber: a. Economic Development Council. b. Tourism Task Force

ARTICLE XIV: COMMITTEES

1. It shall be the function of Committees to develop and implement activities in accordance with the Purposes and Objectives stated herein and the Program of Action as adopted by the Board of Directors. The Chairman of each Committee will regularly report on the activities of his Committee to the Board of Directors of the Chamber.

2. The Chairman of the Chamber shall appoint the Chairman of and prescribe the duties for all Chamber Committees except as otherwise provided herein. He may, at his discretion, create special committees and task forces when he deems necessary. ARTICLE

XV: AREA COUNCILS

1. The Board of Directors may, by majority vote of a quorum present, establish Area Councils of the Chamber to represent the particular interests of specific geographical areas of the community.

2. Area councils of the Chamber will elect a governing body from designated representatives of Active Members within their Area. The presiding-officers of these governing bodies shall be known as the Area Council Presidents and shall be entitled to ex-officio voting membership on the Chamber Board of Directors.

3. Area Councils will not be entitled to charge additional dues to members of the Chamber who reside in their geographic areas. Each Area Council will receive a percentage of all dues paid by their members, for the purpose of preparing their annual operating budget. Such percentage will be determined by the Chamber Board of Directors.

4. Area Councils shall each adopt a written set of By-Laws and submit them to the Chamber Board for review and approval. They shall not change any of their By-Laws nor disband themselves without the approval of the Board of Directors of the Chamber.

ARTICLE XVI: FINANCE

1. No disbursement of funds of the Chamber shall be made unless they have been approved by the President of the Chamber within the budgetary restraints as set forth by the Chamber Board of Directors. Two authorized signatures must appear on all checks over two thousand five hundred dollars. Checks less than two thousand five hundred dollars may bear only one authorized signature. Those authorized to sign checks on the accounts of the Chamber of Commerce shall be the Chairman of the Chamber, the Treasurer of the Chamber, the President of the Chamber, and the Vice President of Economic Development.

2. The fiscal year of the Chamber shall be from the first day of October until the last day of the following September.

3. The accounts of the Chamber shall be audited not less than annually by a Certified Public Accountant who shall be nominated by the President and approved by the Board of Directors. The audit shall be presented for approval by the Board of Directors at a regularly scheduled Board of Directors Meeting.

4. Officers, Directors and other Chamber members are entitled to reimbursement for expenses incurred with Chamber business when approved by the President of the Chamber. 5. All officers and any employees of the Chamber, who may handle funds of the Chamber, shall be bonded at the expense of the Chamber, in such amount as the Board may instruct. ARTICLE XVII: LIMITATION OF LIABILITY 1. Nothing herein shall constitute members of the Chamber as partners of any purpose. No member, officer, agent or employee of this Chamber shall be liable for the acts or failure to act on the part on any other member, officer, agent or employee of the Chamber, nor shall any member, officer, agent or employee be liable for his acts or failure to act under the By-Laws, excepting only acts or omissions to act arising out of his willful misfeasance.

ARTICLE XVIII: PARLIAMENTARY RULES

1. The proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Rules of Order. ARTICLE XIX: AMENDMENTS 1. These By-Laws may be amended or rescinded by a majority vote of a quorum attending a Board of Directors meeting. ARTICLE XX: DISSOLUTION 1. In the event of dissolution of this Chamber of Commerce, after paying or adequately providing for its debts and obligations, the Board of Directors shall pay the remaining assets over to the Active Members in good standing proportionately as to their most current dues investments. (Revised 4/28/10)