St. Johns County Chamber of Commerce By-laws

Article I

(General)

Section 1 – Name

This non-profit organization is incorporated under the laws of the State of Florida and shall be known as the St. Johns County Chamber of Commerce, hereinafter referred to as the Chamber.

Section 2 – Purpose of the Organization

This Chamber is organized for the purposes of advancing and protecting the general welfare and prosperity of the St. Johns County area through 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 Chamber a reasonable assurance of integrity and responsibility to the public; and to increase the general prosperity of the area.  

Section 3 – Area Served

The St. Johns County area shall include the County of St. Johns, the incorporated municipalities within St. Johns County as well as other surrounding jurisdictions that have an economic, political or social inter-relationship with St. Johns County. 

Section 4 – Limitations

A.The Chamber shall observe 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.

B.The Chamber, in its membership and activities, shall be non-partisan and non-sectarian and shall not endorse any political candidate.  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 II

(Membership)

Section 1 – Eligibility

Any business firm, individual, association, corporation, partnership or other business organization having an interest in furthering and participating in the purposes of the Chamber shall be eligible to apply for membership.

Section 2 – Election

Application for membership shall be in writing and on such forms as are adopted by the Board of Directors. Election shall be by a majority of the Directors present at any lawfully convened meeting of the Board of Directors. Upon approval, membership shall begin upon payment of the prescribed membership dues. 

Section 3 – Classification

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 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.

Section 4 – Dues

Membership dues shall be at such rate or rates, schedules or formulas as may be adopted by the Board of Directors from time to time.

Section 5 – Termination

A.Any member may resign by written resignation submitted to the Board of Directors.

B.Any member may be terminated at the discretion of the President for non-payment of dues or other charges incurred at the request of or for the benefit of the member, if such charges are not paid within one hundred twenty (120) days after the date they are due or are incurred.

C.Any member may be terminated by the vote of a majority of a quorum of the Board of Directors present at any duly called special or regular meeting for reasons deemed sufficient by the Board by reason of conduct unbecoming a member or which is prejudicial to the objectives or reputation of the Chamber, after notice and an opportunity to be heard by the Board is afforded to such member.

Section 6 – Multiple Memberships

Any member 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. 

Section 7 – Organizations as Members

Any member which is business organization may designate the person or persons whom the holder desires to enjoy the privileges of membership, subject to approval of the Board of Directors.

Section 8 – Limited License

Each member in good standing are granted the limited license, subject to revocation at any time, to use the approved seal and/or slogan of the Chamber to publicize the member’s associate with the Chamber on the member’s advertising, cards, stationery, offices, signs and equipment, providing such use is not objectionable or detrimental to the Chamber or its purposes, in the sole discretion of the Board of Directors. Should the member’s membership be terminated or should the limited license herein granted should be revoked by the Board of Directors, the member will remove all utilization of Chamber affiliation within thirty (30) days. 

Article III

(Membership Meetings)

Section 1 – General

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

Section 2- Timing

General membership meetings shall be called by the Board of Directors no less frequently than twice per fiscal year, with one of the meetings to be held in October, which shall be designated the Annual Meeting.

Section 3 – Procedures

A.Attendance by at least five (5%) percent of the Active Members shall be necessary to constitute a quorum for the purpose of conducting business.

B.The Board of Directors shall call a General membership meeting upon the written petition of not less than five (5%) percent of the Active Members. 

C.Notice of a General Membership meeting shall be given to each Active Member in person, by first class mail, fax or email at such address as is last provided in writing by the member at least five (5) days in advance of the meeting.

Article IV

(Board of Directors Meetings)

Section 1 – Annual Meeting

The Annual meeting of the Board shall be held in September of each year and notice shall be furnished to each Board member not less than ten (10) days in advance of the meeting. The annual meeting shall constitute the organizational meeting of the board at which officers for the ensuing year shall be elected.

Section 2 – Regular Meetings

The Board shall meet to conduct regular meetings not less than once every other month on dates, times and places as determined by the Chairman of the Board. Notice of regular meetings shall be provided to directors not less than ten (10) days in advance.

Section 3 – Special Board Meetings

Special meetings of the Board may be called by the Chairman or upon written request of not less than eight (8) directors. Notice of special meetings shall be provided to all board members not less than three (3) days prior to the meeting. Business conducted at Special Meetings shall be limited to those matters stated in the notice of the meeting.

Section 4 – Quorum

A.At any meeting of the Board a simple majority of the directors shall constitute a quorum.

B.Any action required or permitted to be taken at any meeting of the Board or of any committee appointed thereby, may be taken without a quorum if a consent in writing or by electronic mail, setting forth the action so taken, shall be signed by two-thirds of the members of the Board or the committee entitled to vote with respect to the subject matter thereof.  Any action under this section shall be effective when the last required member of the Board or committee signs the consent, unless the consent specifies a different effective date.

Section 5 – Attendance at Board Meetings

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

Section 6 – Notice of Meetings

A.Notice of meetings shall be provided to directors by email unless the director has notified the Secretary in writing of a preference to receive notice by another method. Alternative acceptable methods shall be U.S. Mail or telefax.

B.“Days” shall refer to business days.

C.Directors shall be responsible for informing the Secretary of correct address information for notices.

Section 7 – Method of Attendance

Directors may validly participate in regular meetings only by personal presence. Special meetings may allow for attendance by conference call, but in such event all votes shall be taken by roll call so that an accurate record of the decisions of the Board may be kept. 

 

Article V

(Board of Advisors)

Section 1 – Eligibility

As of the fiscal year beginning October 1, 2011, there is hereby created a Board of Advisors.  The Board of Advisors shall consist of one representative (Advisor) from each Elite, Trustee or Benefactor tier member as such tiers are established by the Board of Directors from time to time.  There shall be no limitation on the maximum size of the Board, however if there ever becomes a point where there is less than 5 members who qualify the Board of Advisors shall be suspended until such time as the minimum number of members exist.  The term of membership shall be for one year commencing October 1 of each year.

Section 2 – Number of Terms, Multiple Offices

There shall be no limit to the terms an Advisor may serve on the Board.   A member who qualifies for the Board of Advisors or anyone else from that same member entity may still be a member of the Board of Directors if they are elected according to the procedures outlined in Article VI herein.  Each year the Advisors shall elect a Chairman and Vice Chairman by a vote of the Advisors.  

Section 3 – Meetings

The Board of Advisors shall meet as they deem necessary, but no less frequently than four times per fiscal year.  A quorum for any meeting will consist of a majority of the Advisors being present.  The Board of Advisors shall review and comment on the vision and strategic direction of the Chamber.  The Board of Advisors may also provide guidance on other strategic matters related to the Chamber.  The President of the Chamber, and at his discretion the staff of the Chamber, will be considered staff to the Board of Advisors.

 

Article VI

(Board of Directors)

Section 1 –Composition of the Board

As of the date of adoption of these amended and restated by laws, there are twenty-nine (29) members of the board, comprised of twenty-one (21) members elected at large, six (6) representatives of the area councils, the Chair of the Economic Development Council and the Ambassador. It is the intention of the Chamber to reduce the number of directors to twenty-three (23) by reducing the number of at large members to fifteen (15) by natural attrition of present members whose terms are expiring. Commencing in fiscal year 2011/2012 five at large members shall be elected each year for a three (3) year term and shall serve until their successors are qualified and elected. The Area Councils, Economic Development Council and Ambassadors shall designate their respective representatives for the ensuing year at or before the Annual Meeting and such representatives shall be entitled to vote.

Section 2 – Qualifications

Each director shall be a member of the Chamber. No at large director may serve consecutive terms, but shall be eligible for office again after a one (1) year break in service. Directors must maintain their status as members of the Chamber in good standing during the term of their office. If a director is appointed to serve out the term of another director, such director is eligible to run for election if the appointment was for less than half of a full term.

Section 3 – Nomination and Election

By June 1st of each year, notice shall be filed with all members that nominations for the Board of Directors will be accepted for a period of three weeks.  Any active member in good standing can nominate any other active member in good standing, including themselves.  The President of the Chamber shall receive the nominations and compile them for the Nominating Committee on or before June 30th.  The Chairman shall appoint a Nominating Committee of not less than seven Active Members which shall consist of; (i) three members of the current Board, one of which shall be the Vice Chairman who shall chair the Nominating Committee; and (ii) four Active Members at large.  The Nominating Committee shall review all of the nominations received, add their own additional nominations, and recommend nine (9) potential candidates to the Board of Directors and the Board of Advisors.

Each member of the Board of Directors and the Board of Advisors shall select five (5) of the nine (9) candidates.  The votes will be taken and collected by July 31st.  The five (5) candidates with the most total votes will be contacted and asked if they would agree to accept the position on the Board.  Should any of the first five (5) candidate(s) selected decline the position, the candidate(s) with the next highest vote total, in order, will be contacted and asked if they will accept the position.  The five (5) candidates who ultimately accept the position will begin serving on the Board of Directors the following fiscal year.

Section 4 - 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, the Board of Directors ratifies the appointment at a duly called meeting. If the vacancy or vacancies results in a Board of Directors that is less than a quorum, a majority of the members of the Board of Directors then remaining in office shall constitute a quorum.  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.

Section 5 – Standing Committees

The Board of Directors shall have three Standing Committees, the Nominating Committee, the Finance Committee and the Executive Committee.

A.NOMINATING COMMITTEE

The Chairman shall appoint a Nominating Committee of not less than seven Active Members which shall consist of; (i) three members of the current Board, one of which shall be the Vice Chairman who shall chair the Nominating Committee; and (ii) four Active Members at large. The duties of the Nominating Committee are as set forth in the section dealing with election of at large board members.

B.EXECUTIVE COMMITTEE

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

b.The Executive Committee is authorized to act for and on behalf of the Board of Directors in the manner and to the extent consistent with policies and procedures 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.

c.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.

d.A majority of the members of the Executive Committee shall constitute a quorum.

C.FINANCE COMMITTEE

a.The Finance Committee shall be responsible for oversight of all financial matters of the Chamber.

b.The Treasurer shall chair the Finance Committee, to be appointed by the Treasurer, subject to the approval of the Chairman.

Section 6 – Ad Hoc Committees

A.The Chair, subject to the ratification of the Board, may create and appoint members to ad hoc committees. 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.

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

C.No Ad Hoc Committee shall take or make any formal action, or make public any resolution, or in any way commit the Chamber on a question of policy without prior authorization of the Board of Directors.

 

Article VII

(Officers)

Section 1 -  Officers

The Officers of the Chamber shall be the Chair, Vice-Chair, Secretary and Treasurer, who shall be members of the Board of Directors during their term of office.  Officers shall be elected annually by the Board at its organizational meeting. 

Section 2 – Chairman

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.

Section 3 – Vice Chairman

The Vice-Chairman shall act in the absence of the Chairman.  

Section 4 – Treasurer

The Treasurer shall be the technical custodian of all funds of the Chamber and shall present the monthly financial report to the Board of Directors and shall assist with budgeting, planning and management. The Treasurer shall chair the Finance Committee.

Section 5 – Secretary

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


Article VIII

(Departments)

Section 1 – Function

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

Section 2 – Authority

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.

Section 3 –Staff

Each Department may have paid staff members, whose hiring and termination shall be approved by the President of the Chamber, who shall also supervise such staff.

Section 4 – Standing Departments

The Chamber shall have one standing department, the Economic Development Council. 


Article IX

(Councils)

Section 1 – Establishment

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

Section 2 – Organization

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 voting membership on the Chamber Board of Directors as set forth in Article V, Section 1.

Section 3 – Governance

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 X

(Finances)

Section 1 – Controls

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 Chair of the Chamber, the Treasurer of the Chamber, and the President of the Chamber,

Section 2 – Fiscal Year

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

Section 3 – Audit

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.

Section 4 – Expenses

Officers, Directors and other Chamber members are entitled to reimbursement for expenses incurred with Chamber business when approved by the President of the Chamber.


Article XI

(Limitation of Liability)

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 XII

(Procedure)

Except as may be amended by the Board from time to time, the proceedings of the Chamber meetings shall be governed by and conducted according to the latest edition of Roberts Rules of Order.


Article XIII

(Amendments)

These By-Laws may be amended or rescinded by a majority vote of a quorum attending a Board of Directors meeting.