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BYLAWS
FOR
GERMAN BUSINESS COUNCIL OF Florida
A Florida not-for-profit Corporation
ARTICLE I. NAME
The name of this organization shall be German Business Council of Florida, Inc. (hereinafter referred to as “the Corporation”).
ARTICLE II. PURPOSE
The purposes of the Corporation shall be as set forth in the Articles of Corporation.
ARTICLE III. FISCAL YEAR
The fiscal year shall be determined by the Board of Directors of the Corporation, from time to time, in accordance with applicable accounting principles and regulations of the Internal Revenue Service.
ARTICLE IV. MEMBERSHIP
Section 1. ELIGIBILITY FOR MEMBERSHIP. The membership of the Corporation shall be composed of persons with an interest in the principles and goals of the Corporation, who apply for membership in the Corporation and who otherwise meet the eligibility requirements set by the Board from time to time.
Section 2. CATEGORIES OF MEMBERSHIP. The Board of Directors may establish several categories of membership including, without limitation, voting members, non-voting members, honorary members, junior members or other categories appropriate to an organization of this type. The Board of Directors shall establish the rights of each category of membership.
Section 3. TERMINATION OF MEMBERSHIP. Membership in the Corporation, having once been obtained, may be terminated in the following manner:
a. Voluntary termination by the member through written notice of termination directed to the Board of Directors.
b. Involuntary termination by expulsion, following a vote of at least two-thirds of the Board of Directors.
c. Failure to pay and be current in all obligations to the Corporation.
ARTICLE V. DUES, ASSESSMENTS AND FEE CHARGES
The dues or other payments required to be paid by members to the Corporation in order to retain membership shall be fixed, from time to time, by the Board of Directors. Any additional assessments, fees or charges for the operation of the Corporation, shall be set by the Board of Directors.
ARTICLE VI. MEMBERSHIP MEETINGS
Section 1. REGULAR MEETINGS. The Annual Meeting shall be held during the first calendar quarter of each year at the time the Board of Directors may designate.
Section 2. SPECIAL MEETINGS. Special Meetings of the voting membership may be called by either the President of the Corporation or upon the written petition of not less than twenty-five (25%) percent of the voting members of the Corporation in good standing being presented to the President or the Vice-President or, in their absence, to the Secretary. Notice of such meeting shall be mailed by the Secretary to all voting members in good standing, stating the purpose of such Special Meeting at least fifteen (15) days prior to the Special Meeting. The meeting shall be limited to the purpose for which it is called.
Section 3. QUORUM. A quorum at the Annual Meeting or any Special Meeting shall consist of at least twenty-five percent (25%) of the voting members of the Corporation in good standing.
ARTICLE VII. PLACE AND NOTICE OF MEETINGS
Section 1. PLACE OF MEETING. All meetings of voting members
and Directors shall be held at the principal office of the Corporation
or at such other place designated by the Board of Directors.
Section 2. NOTICE OF MEETING. Written notice stating the place, day and time of the meeting and in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than ten nor more than 60 days before the date of the meeting, either personally, by mail, by electronic mail or by facsimile, to each voting member or Director, as the case may be. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, addressed to the voting member or Director, at his or her last known address. If notice is given by electronic mail or facsimile, such notice shall be deemed to be delivered when the confirmation is received by the facsimile machine of the sender or the sending computer of the electronic mail, as the case may be. Any voting member or Director may waive notice of any meeting, either before, at or after such meeting. The attendance of a voting member or Director at a meeting shall constitute a waiver of notice of such meeting, except where a voting member or Director attends a meting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE VIII. OFFICERS
The Board of Directors at each annual meeting shall elect the following officers to serve for the term of one year or until their successors shall be elected: a President, one or more Vice Presidents, a Treasurer, a Secretary, and such other officers as the Board of Directors may deem appropriate from time to time. The officers of the Corporation shall not be liable for the debts of the Corporation by virtue of their positions as officers of the Corporation.
1. President
The President shall preside at all meetings of the members and the Directors and enforce observance of the provisions of these Bylaws and all rules of the Corporation. The President may call special meetings of the Board of Directors, shall be an ex officio member of all committees and is empowered to execute all papers and documents requiring execution in the name of the Corporation.
2. Vice President
The Vice President shall assist the President in his duties, and in the absence or disability of the President, the Vice President shall perform and carry out all duties and responsibilities of the President.
3. Secretary
The Secretary shall keep, or cause to be kept, records and minutes of all meetings of the Board of Directors and the membership, and the Secretary shall be responsible for giving all required notices of meetings. The Secretary shall have custody of the Seal of the Corporation, and all membership records shall be kept under the Secretary's supervision.
4. Treasurer
The Treasurer shall cause to be collected, held and disbursed, under the direction of the Board of Directors, all monies of the Corporation, and it shall be the Treasurer's duty to collect monies due the Corporation from the issuance of memberships, dues of members of the Corporation, and all amounts due from others. The Treasurer shall keep or cause to be kept regular books of account and all financial records of the Corporation, and shall prepare budgets and financial statements, when and in the form requested by the Board of Directors. The Treasurer shall deposit or cause to be deposited all monies of the Corporation in an account or accounts in the Corporation's name, in savings and loan associations, savings banks, or banks designated by the Board of Directors.
5. Other Officers
The Board of Directors may fill vacancies in any office or new office created at any meeting of the Board of Directors.
6. Duties of Officers
Any officer may be given additional assignments and duties by the Board of Directors.
7. Removal From Office
Any officer may be removed from office, with or without cause, by a two thirds vote of the voting members of the Board of Directors.
ARTICLE IX. BOARD OF DIRECTORS
Section 1. COMPOSITION. The Board of Directors shall not be less than one (1) nor more than fifteen (15). The Board may from time to time, increase or decrease the number of its members by a resolution passed by the affirmative vote of at least seventy-five percent (75%) of those persons then serving on the Board of Directors. The number of members of the Board may only be decreased either to remove vacant seats or with the additional affirmative vote of at least sixty-six and two-thirds percent (66%) of the voting members.
Section 2. MEETINGS. The Board of Directors shall hold regular meetings at such times as the Board shall determine. Members of the Board may attend the meetings in person or through conference call. Special meetings shall be held at the call of the President or upon the written request of 3 members of the Board. A majority of the voting members of the Board of Directors shall constitute a quorum.
Section 3. TERM. The term of office of the members of the Board of Directors shall be for a period of two (2) years.
ARTICLE X. POWERS OF BOARD OF DIRECTORS
1. Management of the Corporation
The Board of Directors shall exercise all powers of the Corporation and do all acts and things necessary to carry out the purposes of the Corporation. The Board shall have general control over all officers and any committees and shall have full power and authority to do any and all things that are proper to be done by the Corporation, except as otherwise provided in these Bylaws.
2. Duties and Powers
The Board of Directors shall:
a. Elect the officers of the Corporation;
b. Appoint committees and assign duties;
c. Fill vacancies on the Board of Directors due to death, resignation, inability to perform duties, or otherwise, until the next election of Directors by the voting members.
d. Establish, levy and collect
assessments, fees and other charges for the operation of the Corporation
and use the proceeds of assessments in the exercise of its powers and
duties.
e. Establish the amount of dues, fees, maximum spending
requirements and other charges;
f. Have the power to replace any Director who shall fail to attend three consecutive regular meetings of the Board of Directors either in person or by conference call;
g. Have the power to expend funds, make contracts, borrow money and incur indebtedness on behalf of the Corporation. All contracts, obligations, deeds, notes, bonds, mortgages or other evidences of indebtedness and instruments must be signed by the President or a Vice President.
h. Have the power to open bank accounts on behalf of the Corporation, or designate the Officers of the Corporation to do same.
i. All such other acts and things as are permitted by the laws of the State of Florida with respect to not for profit corporations, as those laws now exist or as they may hereafter provide.
3. Issuance of Memberships
The Board of Directors shall have authority to issue, cancel and transfer memberships and shall have a certificate of membership prepared in form and content consistent with the provisions of the Articles of Incorporation and these Bylaws.
4. Compensation
No director shall receive a salary or any other compensation whatsoever, but shall be entitled to reimbursement for all expenses reasonably incurred in performing any duties pursuant to these Bylaws.
5. Interpretation of Bylaws
The Board of Directors shall have the corporate power to generally do everything permitted by not for profit corporations by law, statute, its Articles of Incorporation and these Bylaws, and to determine the interpretation or construction of these Bylaws, or any parts thereof, which may be in conflict or of doubtful meaning, and their decision shall be final and conclusive.
6. Action Without Meetings
Any action which may be taken by the Board of Directors, or any committee thereof, may be taken without a meeting if all of the Directors entitled to vote consent to such action, in writing, and the written consent to such action is filed in the minutes of the proceedings of the Board of Directors.
XI. COMMITTEES
Section 1. GENERAL. There shall be as many or as few other committees as are necessary to implement or promote the purposes of the Corporation. These committees shall be designated or dissolved by the President of the Corporation. Each Committee shall have a chairperson appointed by the President in consultation with the Vice President. Each committee shall have a Chairperson, a Vice Chairperson and such other members as the Chairperson and/or the President may appoint one of whom shall act as recorder for the committee.
Section 2. COMMITTEE PROCEDURES. The following procedures shall be followed by all committees of the Corporation:
a. Each committee shall render a report whenever called upon by the President, and shall submit an annual report to be filed by the Secretary with the records of the Corporation.
b. Each committee shall maintain minutes of its meetings.
c. The President may ask a Chairperson to resign before the expiration of the period for which he or she was appointed if the individual has been remiss in carrying out the duties of the position.
ARTICLE XII. ELECTIONS
Section 1. ELECTION PROCEDURE. Election of members of the Board of Directors shall be held by secret ballot at the Annual Membership Meeting.
Section 2. BEGINNING OF TERM. Newly elected members of the Board of Directors shall take office as of the first day of the month following the election.
Section 3. GOOD STANDING. In order to be eligible for election as a member of the Board of Directors, a person must be a member in good standing.
ARTICLE XIII. REMOVAL
Section 1. BOARD MEMBERS. Any member the Board of Directors may be removed by two-thirds (2/3rds) vote of the voting members attending a regular or special meeting of the membership at which a quorum is present. In order to consider the removal of any member of the Board of Directors at any regular or special meeting of the membership, written notice of such proposed action shall be mailed to all members of the organization at least fifteen days prior to such meeting.
Section 2. OFFICERS. Any officer may be removed by a majority of the Directors attending a regular or special meeting of the Board at which a quorum is present.
ARTICLE XIV. FINANCES
Section 1. DEPOSIT OF FUNDS. All funds received by the Corporation shall be deposited in federally insured banking or savings institutions, or may be invested in short-term direct obligations of the United States government or its agencies, all as shall be designated by the Board of Directors from time to time.
Section 2. EXPENDITURES. All expenditures shall be by check, signed any one of the Officers.
ARTICLE XV. CONTRACTS AND PROCEDURES
Section 1. OFFICIAL ACTS. All contracts, conveyances and other instruments entered into by the Corporation shall be executed by the President or Vice President, and shall be attested to by the Secretary.
ARTICLE XVI. PARLIAMENTARY AUTHORITY
Section 1. CONDUCT OF MEETINGS. The rules contained in "Robert's Rules of Order Revised", shall govern all meetings of the Corporation, of the Board of Directors, and of the Committees, except as otherwise specifically provided herein.
ARTICLE XVII. AMENDMENT OF BYLAWS
Section 1. PROPOSAL. Amendments to or of the Bylaws shall be proposed upon the recommendation of a majority of the Board of Directors or upon the written petition of twenty-five percent (25%) of the voting members of the Corporation in good standing, provided that said amendments have been previously submitted to and read before the Board of Directors at a regular or special meeting.
Section 2. APPROVAL. Provided there is a quorum, these Bylaws may be amended by a vote of a majority of those voting members present at any Annual or Special Meeting called for that purpose, after fifteen (15) days notice has been given, and a copy of the proposed Amendment has been mailed to each voting member before such meeting or by a vote of a majority of the Board of Directors present at any regular or special Board meeting.
XVIII. AMENDMENT OF ARTICLES OF INCORPORATION
Section 1. PROPOSAL. Amendments to the Articles of Incorporation shall be proposed upon the recommendation of a majority of the Board of Directors or upon the written petition of twenty-five percent (25%) of the voting members of the Corporation in good standing, provided that said amendments have been previously submitted to and read before the Board of Directors at a regular or special meeting thereof.
Section 2. APPROVAL. Provided
there is a quorum, the Articles of Incorporation may be amended by a vote
of a majority of those voting members present at any Annual or Special
Meeting called for that purpose, after fifteen (15) days notice has been
given, and a copy of the proposed Amendment has been mailed to each voting
member before such meeting or by a vote of a majority of the Board of
Directors at any regular or special Board meeting.
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