Section 1: Name
This Organization is incorporated under the laws of the State of Florida and shall be known as the Lighthouse Point Chamber of Commerce, Incorporated.
Section 2: Purpose
The Lighthouse Point Chamber of Commerce is organized to promote the health of the business community in the City of Lighthouse Point.
Section 3: Area
The Lighthouse Point Area shall mean to include the City of Lighthouse Point in Broward County, Florida.
Section 4: Limitation of Methods
The Lighthouse Point Chamber of Commerce shall observe all local, state and federal laws which apply to a non-profit organization as defined in Section 501 © (6) of the Internal Revenue Code.
Section 1: Eligibility
Any person, association, corporation, partnership or estate having an interest in the objectives of the organization shall be eligible to apply for membership. However, only those with a business located in Lighthouse Point or residents of Lighthouse Point will be eligible for active membership. All others will be considered for associate memberships. Membership eligibility will be determined by the Board of Directors.
Section 2: Acceptance of Members
Applications for membership shall be in writing on forms provided for that purpose, and signed by the applicant. The application maybe completed online at the Chamber website, www.lhpchamber.com . Acceptance of members shall be by 2/3rds vote of the Board of Directors at any executive meeting thereof. Any applicant so accepted shall become a member upon payment of the regularly scheduled investment as provided in Section 3 of Article II.
Section 3: Dues
Membership dues shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable in advance.
Section 4: Termination (Resignation, expulsion and delinquency)
a) Any member may resign from the Chamber upon written request to the Board of Directors; any member may resign from the Chamber at anytime for any cause as evidenced by written request or non renewal of annual memberships.
b) Any member shall be expelled by the Board of Directors by a two-thirds vote for non-payment of dues after sixty (60) days from the date due, unless otherwise extended for good cause; any member shall be lose their membership standing automatically for non-payment of dues.
c) Any member may be expelled by a two-thirds vote of the Board of Directors at a regularly scheduled meeting thereof for conduct unbecoming a member, or prejudicial to the aims or repute of the chamber.
Section 5: Voting
In any proceeding in which voting by members is called for, each
active member in good standing shall be entitled to cast one (1) vote.
Section 6: Exercise of Privileges (Assignment of membership within subscription and any limitations)
Any firm, association, corporation, partnership or estate holding membership may nominate individuals whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership nomination upon written notice.
Section 7: Honorary Membership
Distinction in public affairs shall confer eligibility to honorary membership. Honorary members shall have all the privileges of members except the right to vote and serve on the Board of Directors and shall be exempt from the payment of dues. The Board of Directors shall confer or revoke honorary membership by a majority vote.
Section 1: Annual Meeting
The annual meeting of the corporation, in compliance with State law, shall be held during May of each year. The time and place shall be fixed by the Board of Directors and notice thereof shall be mailed or emailed to each member seven (7) days prior to such meeting.
Section 2: Regular Meetings
Regular, periodic, meetings will be held as designated by the Board of Directors.
Section 3: Additional Meetings (General membership, Board and Committee meetings)
General meetings of the chamber may be called by the President at any time, or upon petition in writing of any (5) members in good standing:
a) Notice of special meetings shall be mailed or emailed to each member five (5) days prior to such meetings;
b) Board meetings may be called by the President or Board of Directors upon written application of three (3) members of the board. Notice (including the purpose of the meeting) shall be given to each director at least one (1) day prior to said meeting;
c) Committee meetings may be called at any time by the president, respective vice presidents, or by the committee’s chairman.
Section 4: Quorums
At any duly called general meeting of the Chamber, a majority of the voting members present shall constitute a quorum. At a Board meeting, a majority of directors present shall constitute a quorum. At committee meetings, a majority shall constitute a quorum except when a committee consists of more than nine (9) members. In that case, five (5) shall constitute a quorum.
Section 4: Notices, Agendas, Minutes
Written notice of all Chamber meetings must be given at least five (5) business days in advance unless otherwise stated.
Board of Directors
Section 1: Composition of the Board
The Board of Directors shall be composed of ten (10) active members elected to serve for two (2) years. The incoming President may appoint, subject to the approval of the board, two (2) members to the board. The past President shall also serve as a member of the board. The government and policy-making responsibilities of the Chamber shall be vested in the Board of Directors, which shall control its property, be responsible for its finances, and direct its affairs.
Section 2: Selection and Election of Directors
a. Nominating Committee
At the regular April board meeting, the President shall appoint, subject to approval by the Board of Directors, a Nominating Committee of five (5) members of the Chamber. The President shall designate the Chairman of the committee. No later than the May Board Meeting, the Nominating Committee shall present to the President a slate of candidates to replace the directors whose regular terms are expiring. Each candidate must be an active member in good standing and must have agreed to accept the responsibility of directorship. Board members will serve two year terms with half (5) of the members elected each year. No board member who has served two (2) consecutive two-year terms is eligible for election for a third term until a period of one (1) year has elapsed from the end of the member's second term.
b. Publicity of Nominations
No later than the May Board meeting and upon receipt of the report of the nominating committee, the President shall immediately notify the Board of the names of the persons nominated as candidates for directors and the right of petition.
c. Nominations by Petition
Additional names of candidates for directors can be nominated by petition bearing the genuine signatures of at least three (3) qualified active members of the chamber. Such petition shall be filed with the nominating committee within ten (10) days after notice has been given of the names of those nominated. The determination of the legality of the petition(s) shall be final.
If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their regular June board meeting. If a legal petition shall present additional eligible candidates, the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for the number of vacancies only. The president shall mail this ballot to all active members at least fifteen (15) days before the regular board meeting. The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office or designated place within ten (10) days. The board of directors shall at its regular meeting, declare the number of candidates with the greatest number of votes elected.
The President shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5), judges who are not members of the Board of Directors or candidates for election. One will be designated chairman. Such judges shall have complete supervision of the election, including the auditing of the ballots. They shall report the results of the election of the Board of Directors.
Section 3: Seating of New Directors
All newly elected and appointed Board members shall be seated at the regular July board meeting and shall be participating members thereafter. Retiring directors shall continue to serve until the first Board meeting of the Fiscal Year following the end of their term.
Section 4: Vacancies
A member of the Board of Directors who shall be absent from three (3) consecutive regular meetings of the Board of Directors shall automatically be dropped from membership on the board unless confined by illness or other absence-approved reason by a majority vote of those voting at any meeting thereof. Vacancies on the Board of Directors, or among the officers, shall be filled by the board of directors by a majority vote.
Section 5: Policy
The Board of Directors is responsible for establishing procedure and formulating policy of the organization.
Section 6: Management
The Board of Directors shall determine if it is necessary to employ an Executive Director or other positions and shall fix the amount of payment and other considerations of employment.
Section 7: Indemnification
The Chamber shall, provide for the indemnification by the Chamber of any and all current or former officers, directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which any of them are made parties, or a party, by reason of having been officers, directors or employees of the chamber, except in relation to matters as to which such individuals 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 of misconduct. The Chamber may maintain insurance, at its expense, to protect itself and all officers and directors against fines, liabilities, costs, and expenses, whether or not the Chamber would have the legal power to indemnify them directly against such liability.
Section 1: Determination of Officers
The Board of Directors, new and retiring, at its regular July meeting, shall reorganize for the coming year. The nominating committee for directors shall also nominate officers each year. At this meeting, the board shall elect the president, vice president, secretary, and treasurer. Officers will be elected from members of the new board. All officers shall take office on the first day of the new fiscal year and shall serve for a term of two (2) years or until their successors assume the duties of office. They shall be voting members of the Board of Directors.
Section 2: Duties of Officers
The President shall serve as the chief elected officer of the Chamber of Commerce and shall preside at all meetings of the membership, board of directors, and executive committee. The President shall assign divisional or departmental responsibility to the vice president, subject to the board of directors' approval. The President shall, with advice and counsel of the vice president and approval of the Board of Directors, determine all committees, select all committee chairmen, and assist in the selection of committee personnel, subject to the approval of the Board of Directors.
b. Vice President
The Vice President shall exercise the powers and authority and perform the duties of the President in the absence or disability of the President. The duties of the Vice President shall be as such required by law, as well as those that may be assigned by the President.
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 in financial institutions, or invested in a manner approved by the Board of Directors. Checks are to be signed by the Treasurer and the President or, in the absence of either or both, by another officer or officers approved by the Board. The Treasurer shall cause a monthly financial report to be made to the Board.
The Secretary shall serve as Secretary to the Board of Directors, and cause to be prepared notices, agendas, and minutes of meetings of the Board.
Section 3: Executive Committee
The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session, but shall be accountable to the Board for its actions. It shall be composed of the President, Vice President, Treasurer and Secretary. The President will serve as Chairman of the Executive Committee.
Section 4: Indemnification
The Chamber may, by resolution 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 7, of these bylaws.
Committees and Divisions
Section 1: Appointment and Authority
The President, by and with the approval of the Board of Directors, shall appoint all committees and committee chairman except for the Auditing Committee. The President may appoint such ad hoc committees and their chairman as deemed necessary to carry out the programs of the Chamber. Committee appointments shall be at the will and pleasure of the President and shall serve concurrent with the term of the appointing president, unless a different term is approved by the Board of Directors. It shall be the function of committees to make investigations, 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.
Section 2: Limitation of Authority
No action by any member, committee, division, employee, director or officer shall be binding upon, or constitute an expression of, the policy of the Chamber until it shall have been approved or ratified by the Board of Directors. Committee 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 wise to discontinue the committees.
Section 3: Testimony
Once committee action has been approved by the Board of Directors, it shall be incumbent upon the committee chairmen, or, in their absence, whom they designate as being familiar enough with the issue, to give testimony to, or make presentations before, civic and government agencies.
Section 4: Divisions
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 having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.
Section 5: Auditing Committee
Members of the Auditing Committee shall be nominated by the Board of Directors. The Auditing Committee shall have five (5) members, at least two (2) of which will not be members of the Board.
Section 1: Funds
All money paid to the Chamber shall be placed in a general operating fund. All funds will be maintained in an account, or accounts, in a Financial Institution approved by the Board of Directors. Monthly statements will be maintained by the Treasurer and will be made available to members of the Board or Auditing Committee on request.
Section 2: Disbursements
Upon approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. Disbursements shall be by check.
Section 3: Fiscal Year
The fiscal year of the Chamber shall close on December 31st.
Section 4: Budget
As soon as possible after election of the new Board of Directors and officers, the Board of Directors shall adopt the budget for the coming year.
Section 5: Annual Audit
The accounts of the Chamber of Commerce shall be audited annually as of the close of business on June 30th by the Auditing Committee. The results of the audit shall be presented to the members of the organization no later than the September regular membership meeting.
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 the Chamber.
Section 1: Procedure
The Chamber shall use its funds only to accomplish the objectives and purposes specified in these bylaws; and no part of said funds shall inure, or be distributed, to the members of the Chamber. On dissolution of the Chamber, any funds remaining 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 Section 501(c)(3).
Section 1: Parliamentary Authority
The current edition of Roberts Rules of Order shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the charter or bylaws of the Chamber.
Section 1: Revisions
These bylaws may be amended or altered by a two-thirds vote of the members at any regular or special meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the board, in writing. The Board may place amendments on the agenda for any regular membership meeting. Notice of amendments to these bylaws must be made to the membership at least ten (10) days prior to the meeting at which they will be considered.