Bylaws

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THE GREATER BRANDON CHAMBER OF COMMERCE, INC. (CURRENT)

ARTICLE I

GENERAL

Section 1: NAME
This organization is incorporated under the laws of the State of Florida as The Greater Brandon Chamber of Commerce, Inc. and shall be known as The Greater Brandon Chamber of Commerce or The Brandon Chamber.

Section 2: PURPOSE
The Greater Brandon Chamber of Commerce is organized to advance the general welfare and prosperity of the Greater Brandon Area (as such area is determined and defined by the Board from time to time) so that its citizens and all areas of its business community shall prosper. All necessary means of promotion shall be provided and particular attention and emphasis shall be given to the economic, civic, commercial, cultural, industrial and educational interests of the area.

Section 3: LIMITATION OF METHODS
The Greater Brandon Chamber of Commerce shall observe all local and state laws which apply to corporations not for profit organized under Chapter 617 of the Florida Statutes.

ARTICLE II

MEMBERSHIP

Section 1: ELIGIBILITY
Any person, association, corporation, partnership or estate who subscribes to the purposes of the organization, who submits the usual application and invests at least the minimum annual dues, may be accepted into membership by action of the Board of Directors (hereinafter referred to as "Board of Directors" or "Board") at any regular meeting.

Section 2: CLASSES OF MEMBERSHIP

Membership shall be divided into six general classes:

Class 1 Active.

Individuals and firms in good standing, regardless of their place of residence, interested in the purpose of this Chamber. A member shall be deemed to be in "good standing" if their dues are current, they have no outstanding obligation to the Chamber, and they otherwise meet all criteria addressed in these By-Laws. Active memberships shall be that class of members entitled to vote and to hold office.

Any person or group paying less than the base membership dues shall not be entitled to hold office or vote unless authorized in these By-Laws.

Class 2 Honorary.

Outstanding service in public affairs and/or to the Chamber shall make individuals eligible for nomination to a lifetime Honorary Membership. Such membership shall include all of the privileges of active membership, except that of voting and of holding office, with exemption from the payment of dues. Election to Honorary Membership shall require the affirmative vote of two-thirds (2/3) of the Board of Directors.

An Honorary Membership may be granted to an individual who has served as a Past Chairman/President of the Chamber's Board of Directors, who is retired from his/her previous career and who does not intend to promote a business interest or group through Chamber membership. Such candidates must be recommended through the Executive Committee and approved by the Board of Directors by the two-thirds (2/3) vote. Honorary members in this specific category shall be entitled to vote and to hold office. Any individual in this category who returns to the workforce or promotes a business interest or group must convert his/her honorary membership to a full paid membership at such time.

Class 3 Sustaining.

This category is designed for firms, businesses or individuals contributing grants or donations of money in excess of the regular membership dues set by the Board of Directors. It is provided, however, that no more than two representatives of a firm or business holding such membership may hold office in the Chamber at any one time, provided that the member is also an active member in good standing.

Class 4 Student.

Individuals who are enrolled, as a full time student in the State of Florida shall be eligible for Student Membership for no more than one half (1/2) the annual base rate membership dues. Such members shall not be eligible to vote and hold office.

Class 5 Retired Persons.

This category is designed for retired, civic-minded individuals, interested in the objectives and purposes of this organization but who shall be ineligible to vote and hold office. Dues for Retired Members shall be annual and shall be no more than one half (1/2) of the annual base rate membership dues set by the Board of Directors.

Class 6 Non-Profit Organizations

This category is designed for non-profit organizations as designated by a 501(c)3 or 501(c)6 tax status.

Section 3: APPLICATION AND APPROVAL

Applications for membership shall be in writing, on forms provided for that purpose, and signed by applicant. The staff of the Chamber (or designated individual) shall review all applications and submit them to the Board of Directors with a recommendation. Approval of members shall be by the Board of Directors at any regular or called meeting. Any applicant so approved shall become a member upon payment of the regularly scheduled investment as provided in Section 4 of Article II.

Section 4: DUES

Membership investments shall be at such rate or rates, schedule or formula as may be from time to time prescribed by the Board of Directors, payable annually, in advance.

Section 5: TERMINATION.

Memberships are continuous until terminated in writing by either the member or the Board of Directors for cause or for non-payment of dues after ninety (90) days notice from the date due. Any member terminated for cause may apply for a hearing to review all factors in the case, but the decision of the Board of Directors in such hearings is final. Any and all mitigating circumstances may be taken into account in making this decision. A member desiring to terminate membership in good standing shall accompany notice of his desire with payment of current dues. Terms of reinstatement of those members who terminate with a past due commitment shall be decided by the Board of Directors.

The death, resignation or expulsion of a member shall terminate his membership. There shall be no refund or pro-ration of dues.

Section 6: VOTING.

In any proceeding in which voting by members is called for, each member person shall be entitled to one vote, and each member firm, association or corporation shall be entitled to a number of votes determined by the amount of qualified representatives. The number of eligible votes is determined by the current membership formula in place. For example, in an organization with one qualified representative, one vote would be allowed. An organization with more than one qualified representative; either because of type of business, number of employees, size or other qualifiers; would have a proportional number of votes.

Section 7: EXERCISE OF PRIVILEGES

Any firm, association, corporation, partnership or estate holding membership may nominate individual representatives, whom the holder desires to exercise the privileges of membership covered by its subscriptions, and shall have the right to change its membership representative nomination upon written notice. For purposes of these By-Laws, references to a "member" shall, to the extent it would be appropriate from the context of the provision, mean and include the member's nominated representative.

ARTICLE III

MEETINGS

Section 1: ANNUAL MEETING.

The annual meeting of the corporation, in compliance with State law, shall be held at such time as the Board of Directors shall designate each year. The time and place shall be fixed by the Board of Directors and notice thereof mailed to each member at least ten (10) days before said meeting.

Section 2: ADDITIONAL MEETINGS

General meetings of the chamber of commerce may be called by the Chairman at any time or upon petition in writing of ten percent (10%) of the voting members in good standing.

Special Board of Directors' meetings may be called by the Chairman of the Board upon written application of three (3) members of the Board of Directors. Notice (including the purpose of the meeting) shall be given to each Director at least one (1) day prior to said meeting.

Committee meetings may be called at any time by the chair of the committee or the Chairman of the Board.

Sections 3: QUORUMS.

At any duly called General Meeting of the chamber, five percent (5%) of the voting members shall constitute a quorum; a majority of Directors present shall constitute a quorum of the Board of Directors; Committee Meetings shall have no quorum, provided that the meeting was duly called and noticed.

Sections 4: NOTICES, AGENDA, and MINUTES.

Written notice of all chamber meetings must be given to all members of any Board of Directors, Committee, or Task Force at least five (5) business days in advance, unless otherwise stated in these By-laws. An agenda must be prepared for all meetings. Minutes for all meetings must be taken and maintained by Chamber staff.

ARTICLE IV

BOARD OF DIRECTORS

Section 1: COMPOSITION OF THE BOARD OF DIRECTORS

The Board of Directors shall be composed of not less than fifteen (15) nor more than eighteen (18) members. The members shall be selected as set forth below.

A. ELECTED MEMBERS

Each year, three (3) Directors shall be elected to the Board of Directors as set forth in Section 2 below. Each Director shall serve a three (3) year term, with the term commencing February 1st of the year immediately following his or her election and terminating January 31st, three (3) years thereafter.

B. BOARD OF DIRECTORS' INVITEES:

In addition to the three (3) Directors elected each year as provided for above, an additional two (2) Directors shall be appointed annually to serve a two (2) year term. The Executive Committee shall nominate, and the full Board of Directors, by majority vote, shall confirm the appointment. These Directors shall be confirmed at a regular meeting of the Board of Directors following the announcement of the election of the three (3) Directors as set forth below. The Directors to be appointed hereunder shall take office in February of each year following their appointment.
In seeking persons to fill the appointed seats as described in sub-paragraph B above, the Board of Directors should look for business leaders who have been active in the Brandon community, but who may not have yet been active in the Chamber. This paragraph is intended to provide direction and shall not be construed as a limitation.

C. PAST CHAIRMAN:

Following the announcement of the election of the three (3) Directors set forth in sub paragraph A above, the past Chairmen (Presidents) of the Greater Brandon Chamber of Commerce shall meet to select a past Chairman (President), at least five (5) years out, to serve a one (1) year term on the Board of Directors. The current Chairman of the Board shall be responsible for calling the meeting and presiding as chair at the meeting. The current Chairman of the Board shall not vote except to break a tie. The selected Director's term shall commence on February 1st of the year following his or her selection. No past Chairman (President) may serve more than three (3) consecutive years under this provision and shall have full rights and privileges.

D. ELECTED OFFICIAL:

The representative for the Greater Brandon Area as defined in Article 1, Section 2 above, who serves on the Hillsborough County Board of County Commissioners may be invited to serve a one (1) year term on the Board of Directors. Said invitation shall be by recommendation of the Executive Committee and approval of the full Board of Directors. In the alternative, the Executive Committee may recommend subject to approval of the full Board of Directors any of the three (3) County Commissioners who serve on an "at large" basis, or any other public official as recommended by the Executive Committee and approved by the full Board of Directors. The representative's term shall coincide with his or her term of public office. Each Director appointed under this provision shall have full rights and privileges.

E. IMMEDIATE PAST CHAIRMAN OF THE BOARD

The Immediate Past Chairman of the Board shall remain a member of the full Board of Directors for one (1) additional year commencing with the expiration of his or her term as Chairman of the Board and shall have full rights and privileges. He or she will sit on the Executive Committee as a full member as well. The benefits of the Immediate Past Chairman serving an additional term will be as a resource to the current Chairman, Executive Committee and Board of Directors.

F. QUALIFICATION FOR MEMBERSHIP ON BOARD OF DIRECTORS:

Except for the membership of the Directors' provided for in sub-paragraphs C., D. and E. above, all members of the Board of Directors of the Greater Brandon Chamber of Commerce shall be members, or representatives of members, in good standing of the Greater Brandon Chamber of Commerce prior to their selection, election, appointment or other invitation, and shall so remain at all times during their tenure. In the event the Board of Directors appoints a non-member, or representative of a non-member, as a Board of Directors' invitee under sub-paragraph B. above, then prior to being seated as a Director such invitee shall become a member of the Greater Brandon Chamber of Commerce. Should any Director elected or appointed under sub-paragraphs A. or B. above terminate, surrender, voluntarily or involuntarily, or otherwise lose or give up his or her position as a member in good standing of the Chamber, then said Director's tenure will be terminated by the Board of Directors. Any such event shall be brought to the attention of the Board of Directors at the earliest possible opportunity.

G. TERM LIMIT:

A Director who has served a full term pursuant to sub-paragraphs A., B. or E. above is ineligible for election or appointment for a second consecutive term. A period of one (1) year must elapse before eligibility is restored.

Section 2: SELECTION & ELECTION OF BOARD OF DIRECTORS A. NOMINATING COMMITTEE:

Prior to the regular July Board of Directors' meeting, the Chairman shall appoint, subject to approval by the Board of Directors, a Nominating Committee of six (6) members of the Chamber. The Chairman of the Board shall designate the chair of the committee. The Chairman of the Board, President and Consulting Attorney, will be part of the committee as ex-officio members. The Chair-Elect shall be a full member of this committee.

Prior to the August Executive Committee meeting, the Nominating Committee shall present to the President a slate of six (6) candidates [three (3) to be elected] to serve three (3) year terms to replace the Directors whose regular terms are expiring. Each candidate must have been a member in good standing for one (1) year, or the current representative (regardless of duration as representative) of such a member, must have agreed to accept the responsibility of a directorship and must be approved by the Board of Directors.

B. PUBLICITY OF NOMINATIONS

Upon receipt of the report of the Nominating Committee, the President shall submit the names to the Executive Committee and to the full Board of Directors at their next regular meeting and then immediately notify the membership by mail of the names of persons nominated as candidates for the Board of Directors and the right of petition.

C. NOMINATIONS BY PETITION

Additional names of candidates for the Board of Directors can be nominated by petition bearing the genuine signature of at least fifty (50) qualified voting members of the Chamber. These petitions shall be filed with the President within ten (10) business days after notice has been given of those nominated. The determination of the Chamber staff as to the legality of the petition(s) shall be final. Each candidate must be an active member, or representative of an active member, in good standing for one (1) year and must agree to accept the responsibility of a directorship. The President shall notify the Chairman of the Board of any such additions and cause the name(s) to be placed on the ballot.

D. DETERMINATION

Upon the expiration of the time period allowed for nomination by petition, the nominations shall be closed and the names of all candidates shall be arranged on a ballot in alphabetical order. Instructions will be to vote for three (3) candidates only. The President shall mail this ballot to all active members no more than three (3) business days following the closing of nominations.

The ballots shall be marked in accordance with instructions printed on the ballot and returned to the chamber office within ten (10) business days. The three (3) candidates receiving the highest number of votes are deemed elected. In the event of a tie, a recommendation shall be made by the Executive Committee and ratified by the Board of Directors.

E. TABULATORS

The Chairman of the Board of Directors shall appoint, subject to the approval of the Board of Directors, at least three (3), but not more than five (5) judges who are Chamber members in good standing but not members of the Board of Directors or candidates for election. These judges shall have complete supervision of the election, including auditing of the ballots. They shall report the results of the election to the President who shall inform the Chairman of the Board and the Board of Directors.

F. VACANCIES ON THE BOARD OF DIRECTORS

The Chairman of the Board shall nominate a Chamber member in good standing to fill any vacancy that exists on the Board of Directors, subject to Article IV, Section 1.G. above. Directors are encouraged to make recommendations to the Chairman. Nominations from the Chairman for vacancies on the Board of Directors shall be approved by majority vote of the Board of Directors. It must be noted that vacancies do not have to be filled as long as Board of Directors' membership is not less than fifteen (15).

Section 3: TERM OF OFFICE

All newly elected Directors shall take office as of February 1st of the year immediately following their election. All newly elected Directors shall serve for a period of three (3) years. Retiring Directors shall continue to serve until the end of their term. Any Director elected to fill a vacancy on the Board of Directors as provided for in Section 4 below shall serve until the expiration of the term of the person whom that Director is replacing.

Section 4: ATTENDANCE

A Director who is absent from three (3) regular meetings of the Board of Directors in any twelve (12) month period may be removed from the Board of Directors by a majority vote of the Board of Directors. The Board of Directors may consider illness or other mitigating factors at its discretion.

Section 5: POLICY

The Board of Directors is responsible for establishing procedure and formulating policy of the organization. They are also responsible for adopting all policies of the organization. These policies shall be maintained in a Policy Manual, to be reviewed annually and revised as deemed necessary.

Section 6: MANAGEMENT

The Board of Directors shall employ a President and the Executive Committee shall fix the salary and other financial considerations of employment.

Section 7: INDEMNIFICATION

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.

Section 8: REMOVAL OF A DIRECTOR

Any Director may be removed from office by a two-thirds (2/3) majority vote of the full Board of Directors. No action to remove a Director shall be valid unless all Directors, including the Director being considered for removal, shall have been given notice ten (10) business days in advance of any Board of Directors' meeting at which such action is to be considered.

ARTICLE V

OFFICERS

Section 1: DETERMINATION OF OFFICERS

The Board of Directors, at a regular meeting, after confirmation of the newly appointed Directors, shall meet to elect the Chairman-Elect, the Secretary/Treasurer, and one

Board of Directors' representative. Only Directors who are currently sitting as Directors shall be entitled to vote. Directors, whose tenure does not commence until the following February 1st, shall not be entitled to vote. Officers will be elected from members of the new Board of Directors, except that the Chairman-Elect may be elected in his or her final year as a Director. All officers shall serve for a term of one (1) year, or until their successors assume the duties of office and they shall be voting members of the Board of Directors.

The Chairman-Elect shall be elected to serve as Chairman for the program year commencing February 1st the year after his or her election as Chairman-Elect. All officers shall take office as of February 1st of the year for which they are elected. The Chairman-Elect shall automatically accede to the office of Chairman without further election.

In the event the Chairman-Elect shall become Chairman at the end of his/ or her third year as a member of the Board of Directors, he or she shall be a member of the Board of Directors for the term of office as Chairman of the Board, and one (1) subsequent year as Immediate Past Chairman of the Board.

A. BOARD OF DIRECTORS

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. The Board of Directors consists of not less than fifteen (15) nor more than eighteen (18) members. Three (3) members are elected annually for three-year terms. The Chairman presides over all meetings of the Board of Directors. In his or her absence, the Chairman-Elect presides. There shall be two Ex-Officio members of the Board of Directors: the President and the Consulting Attorney. The Consulting Attorney shall be an attorney licensed to practice law in the State of Florida. Ex-Officio members do not have voting powers. The President is employed by the Board of Directors. The Consulting Attorney is chosen by the Chairman and approved by the Board of Directors.

B. EXECUTIVE COMMITTEE

The Executive Committee is composed of the Chairman of the Board, Immediate Past Chairman of the Board, Chairman-Elect, Secretary/Treasurer, President, Consulting Attorney for the Chamber and one member of the Board of Directors as selected by the Board of Directors. The President and Consulting Attorney are ex-officio members of the Executive Committee. The Chairman of the Board chairs the Executive Committee. The Executive Committee supervises the President.
Such supervision shall take the form of direction and resolution of issues between regular or special Board of Directors' meetings. It shall include routine issues as well as those that, in the opinion of the Executive Committee, should be reviewed and endorsed by the

Board of Directors. Specifically, a list of goals shall be promulgated before February of each year and presented to the President. Achievement of these goals will be used as the basis to determine the amount of bonus to be awarded the President.
The President and Consulting Attorney for the Chamber shall be non-voting members. The Immediate Past Chairman of the Board will remain on both the full Board of Directors and the Executive Committee for one additional year following his or her term as Chairman with full voting privileges. In the event that the Chairman of the Board shall be unavailable to serve on the Board of Directors, his or her vacancy shall be filled by the Immediate Past Chairman of the Board, upon recommendation by the Executive Committee and approval by the full Board of Directors. In the event that the Immediate Past Chairman of the Executive Committee shall be unable to serve, his or her vacancy shall be filled by a member of the full Board of Directors as selected by a majority vote of the full Board of Directors.

Section 2: DUTIES OF OFFICERS

A. CHAIRMAN OF THE BOARD

The Chairman of the Board shall serve as the chief elected officer of the Chamber of Commerce and the Board of Directors. He or she will chair both the full Board of Directors and the Executive Committee.

The Chairman of the Board shall, with advice and counsel of the President, determine all committees, select all committee chairs, and assist in the selection of committee personnel, subject to approval of the Board of Directors.

B. CHAIRMAN-ELECT

The Chairman-Elect shall exercise the powers of authority and perform the duties of the Chairman of the Board in the absence or disability of the Chairman of the Board. This person will have the responsibility to oversee and manage the Chamber's Strategic Management Plan. The Chairman-Elect shall also serve in any other capacity as determined by the Chairman of the Board, Executive Committee, or Board of Directors.

C. SECRETARY/TREASURER

The Secretary/Treasurer shall be responsible for an accurate record of the proceedings of the Chamber, the Executive Committee and the Board of Directors. This person shall ensure the minutes of the Executive Committee are properly transcribed and attest and sign the minutes of the monthly Board of Directors meeting. The Secretary/Treasurer shall sit as chair of the Finance and Budget Committee.

The Board of Directors shall designate the handling and accountability of Chamber funds receipts and disbursements. The Secretary/Treasurer, or Board of Directors' designee, shall review the disbursement of funds and make monthly financial reports to the Executive committee and Board of Directors. The Board of Directors may, at its discretion, require the Secretary/Treasurer, or Board of Directors' designee, to be covered by acceptable bond, in such sum as the Board of Directors may determine, for faithful performance of duties.

D. PRESIDENT

The President shall be the chief administrative and executive officer. The President shall cause to be prepared notices, agendas, and minutes of the meetings of the Board of Directors.

The President shall be a non-voting member of the Board of Directors, the Executive Committee and all committees.

The President shall be responsible for administration of the program of action in accordance with the policies and regulations of the Board of Directors.
The President shall be responsible for hiring, discharging, directing and supervising all employees.

The President shall be responsible for the preparation of a zero based operating budget covering all activities of the Chamber as set forth in Article 7, Section 4. The zero based operating budget shall include a provision for a reserve account.

Section 3: DUTIES OF OTHERS

A. BOARD OF DIRECTORS

Directors are encouraged to attend all meetings of the Board of Directors, and are subject to removal from the Board of Directors in the event of more than three (3) absences from regular meetings in any twelve (12) month period. A Director's responsibility is to design and insure the successful implementation of programs and activities, which benefit the members of the corporation. They are to represent the corporation at public and private functions, become acquainted with as many current and prospective members of the corporation as possible and familiarize themselves with their interests. Directors shall attend the Annual Board of Directors' Retreat to become familiar with the structure, background and procedures of the corporation.

In addition, it shall be the stated goal of every Director to:

1. Actively participate in at least two (2) Chamber committees,attending no less than 75% of the meetings.
2. Attend at least six (6) Chamber related functions per quarter (Tallahassee Trek counts as two (2) functions; Board of Directors'
functions do not count).
3. Call new members as requested and complete Board of Directors' Liaison forms on a monthly basis.
4. Bring in at least two (2) new members per year – or – chair an event that generates revenue to the Chamber– or – provide or generate at least $1,000 in sponsorships and/or ticket sales. (If a Director is an elite member or brings in an elite member, the extra cost of the membership counts towards the $1,000.)

The appointed elected official and the appointed Consulting Attorney will be exempt from the Board of Directors' Requirements. The Board of Directors' Requirements are estimated to be a commitment to the Chamber of approximately six (6) to ten (10) hours per month.

B. CONSULTING ATTORNEY

The Chairman of the Board, subject to approval of the Board of Directors, shall appoint an attorney-at-law who is not a member of the Chamber's Board of Directors, to serve as the Consulting Attorney of the Chamber during his or her administration. If a change is anticipated, notice should be provided all member attorneys to ascertain their interest in the position.

The Consulting Attorney is to provide the Board of Directors, Executive Committee, President, and staff with legal interpretations and advice as to Chamber matters, including: By-law interpretations, enforcement procedures relating to bylaw requirements, Chamber rules and regulations, and rules applicable to the conduct of all Chamber meetings.

By virtue of this authority and the importance of the Consulting Attorney to the well- being of the Chamber, this person shall be an ex-officio member of the Board of Directors and 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 or all of its Officers or former Officers as spelled out in Article IV, Section 7 of these by-laws.

Section 5: REMOVAL OF OFFICERS

Any officer may be removed from office by a two-thirds (2/3) majority vote of the full Board of Directors. No action to remove an officer shall be valid unless all Board members and the officer shall have been given notice ten (10) business days in advance of any Board of Directors' meeting at which such action is to be considered.

Section 5: PROHIBITION FROM DOING BUSINESS

As a general practice, no officer or Director will be allowed to do business with the Chamber during their term of office. This prohibition shall also be binding on their firm or business and can be set aside in extenuating circumstances by a two-thirds (2/3) majority vote of the Board of Directors.

ARTICLE VI

COMMITTEES

Section 1: APPOINTMENT AND AUTHORITY

The Chairman of the Board, with the approval of the Board of Directors, shall appoint all committees and task forces, committee chairs and task force chairs, except for the Executive Committee. The Chairman of the Board may appoint such ad hoc committees and their chairs as deemed necessary to carry out the program of the chamber. Appointments shall serve concurrent with the term of the appointing Chairman of the Board, unless the Chairman of the Board approves a different term.

It shall be the function of committees and task forces to implement the Program of Action, make recommendations to the Board of Directors, and to carry on such activities as may be delegated to them by the Board of Directors.

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.
Committees and task forces shall be discharged by the Chairman 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 or task forces.

Section 3: TESTIMONY

Once a committee or task force action has been approved by the Board of Directors, it shall be incumbent upon the committee or task force chair or their designee to give testimony to, make presentations before civic and governmental agencies, or to provide information to the media with the express approval of the Chairman.

Section 4: DIVISIONS

The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations, as it deems advisable to carry out the work of the Chamber.

The Board of Directors shall authorize and define the powers and duties of all divisions, bureaus, departments, councils and subsidiary corporations. The Board of Directors 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 divisions, bureaus, departments, councils, or subsidiary corporations having bearing upon or expressive of the Chamber, unless approved by the Board of Directors.

Section 5: COMMITTEES/TASK FORCES

The Chairman of the Board of Directors shall determine the committees/task forces necessary to insure the completion of the Chairman's program of action during his or her tenure as Chairman. The Chairman of the Board shall also select the chair of each committee/task force. The determination of committees/task forces and selection of committee chairs shall be subject to the approval by the Board of Directors. To the extent possible, the Chair-Elect should designate the committees/task forces and proposed chairs prior to the Board of Directors' meeting in January immediately preceding the start of his or her tenure. The committees/task forces and proposed chairs should be submitted for approval of the incoming Board of Directors at the same January Board of Directors' meeting. During his or her tenure, the Chairman of the Board may designate additional committees/task forces and name additional chairs, subject to approval by the Board of Directors. Any committee/task force not proposed by the new Chairman of the Board and approved by the Board of Directors shall cease to exist, effective February 1st of each year.

ARTICLE VII

FINANCES

Section 1: FUNDS

All money paid to the Chamber shall be placed in a general operating fund, except for those funds designed for specific distribution such as the Capital Campaign and Tourist Development Fund Account. As delineated in Article V, Section 2, Paragraph E, the zero based operating budget will include a provision that allows for the deposit of unused funds into a reserve account.

Section 2: DISBURSEMENTS

Upon Board of Directors' approval of the budget, the President is authorized to make disbursements on accounts and expenses provided for in the budget. Disbursement shall be by check.

Section 3: FISCAL YEAR

The fiscal year of the Chamber shall close on January 31st.

Section 4: BUDGET

A Finance and Budget Committee will be created. The official, voting members of said committee are as follows:

The Chairman of the Board, Chairman-Elect, Secretary/Treasurer-Elect, current Secretary/Treasurer, Immediate Past Secretary/Treasurer, two (2) current Directors appointed by the Chairman of the Board. The Secretary/Treasurer will be the chairman of the committee. The Vice President of Finance and Human Resources and the President shall serve as advisors to the Finance and Budget Committee.

The Finance and Budget Committee shall meet and begin the budget preparation and review process even if the election of the Secretary/Treasurer-Elect has not taken place. Once the Secretary/Treasurer-Elect has been selected he or she will join the committee in progress at the next scheduled meeting. Meetings will be held at least quarterly throughout the year.

The President shall prepare and present the draft budget to the Finance and Budget Committee.

Section 5: ANNUAL AUDIT

The accounts of the Chamber of Commerce shall be audited annually as of the close of business on January 31st by a member who is a Florida licensed certified public accountant. The audit shall at all times be available to members of the organization within the offices of the Chamber.

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 of Directors and paid for by the Chamber.

ARTICLE VIII

DISSOLUTION

Section 1: PROCEDURE

The Chamber shall use its funds only to accomplish the objective and purposes specified in these by-laws, 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).

ARTICLE IX

Section 1: PARLIAMENTARY AUTHORITY

The current edition of ROBERT'S RULES OF ORDER shall be the final source of authority in all questions of parliamentary procedure when such rules are not inconsistent with the charter of By-Laws of the Chamber. In the event that a matter arises which is not covered by these by-laws or by ROBERT'S RULES OF ORDER, the Board of Directors, by a super majority of a seventy-five percent (75%) affirmative vote, may adopt a procedure or procedures to cover said issue or matter.

ARTICLE X

AMENDMENTS

Section 1: PROCEDURE

The By-laws of the corporation may be amended, modified or replaced by a two-thirds (2/3) vote of the members in good standing present at any meeting of the members duly called and convened; provided, however, that notice of the proposed amendment or amendments to be considered at such meeting shall have been given in writing either by mail, by electronic mail, or facsimile machine to each member at least thirty (30) calendar days prior to such meeting.

Approved October 16, 2007

PLATINUM ELITE CHAMBER MEMBERS:

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