Bylaws of the Carrollwood Area Business Association, Inc.
NAME AND LOCATION
The name of the corporation is the Carrollwood Area Business Association, Inc., hereinafter referred to as CABA. Meetings of Members and Directors may be held at such places within the State of Florida County of Hillsborough, as may be designated by the Board of Directors.
DEFINITIONS AND PROCEDURES OF MEMBERSHIP
Section 1. NAME. "CABA" shall mean and refer to Carrollwood Area Business Association, Inc.
Section 2. DEFINITION OF MEMBER. "Member" shall mean and refer to any person or entity that has properly filed a Membership application with the Board of Directors, has paid the appropriate initiation fee and whose dues payment is current.
Section 3. DEFINITION OF HONORARY MEMBER. "Honorary Member" shall mean and refer to any person or entity designated by the Board of Directors as an "Honorary Member". Honorary Members shall have no right to vote or to represent themselves as Members of CABA.
Section 4. EFFECTIVE DATE OF APPLICATION. A Membership application becomes effective upon completion and receipt of full dues payment.
Section 1. DESIGNATED REPRESENTATIVE. CABA shall have one (1) class of voting Membership. Each Member, as defined in Article II, Section 2 of these Bylaws, shall designate in its Membership application, one (1) duly-authorized representative and shall be entitled to vote through such duly-authorized representative. The individual who may vote shall be the person designated on the Membership application or any replacement designated by the entity.
Section 2. ABSENTEE BALLOTING. Each Member may cast their vote by absentee ballot.
MEETINGS OF MEMBERS
Section 1. ANNUAL MEETING. The Annual Meeting of Members shall be held each year during the month of July.
Section 2. SPECIAL MEETINGS. Special Meetings of the Members may be called at any time by the President or by the Board of Directors, or upon request (U.S. mail, facsimile or electronically) of one-third (1/3) of all Members who are entitled to vote.
Section 3. NOTICE OF MEETINGS. Notice of each meeting of the Members shall be given to each Member by U.S. mail, facsimile or electronically, or at the direction of any person authorized to call the meeting, at least ten (10) days before such meeting.
Section 4. QUORUM. Those Members present, in person, or by absentee ballot, representing at least one-third (1/3) of all Members entitled to vote, shall constitute a quorum for any action.
BOARD OF DIRECTORS
Section 1. NUMBER. The Board of Directors shall consist of eleven (11) CABA Members, all natural persons over the age of eighteen (18): one (1) President-Elect, one (1) President, one (1) Immediate Past President, one (1) Treasurer, one (1) Secretary, and at least six (6) Directors. The Board of Directors shall not be entitled to compensation for serving as such.
Section 2. STAGGERED TERMS: There shall be staggered terms for Directors so that one-half (1/2) of the Directorships shall be up for election each year (or if the number does not divide evenly, the Board shall be divided as close to halves as possible). At the first annual meeting of the Members following the adoption of these Bylaws, three (3) Directors shall have an initial term of one (1) year and three (3) Directors shall have an initial term of two (2) years. At each subsequent election the term of each Director will be two (2) years.
Section 3. ATTENDANCE. Any Director shall be removed from the Board for missing three (3) regular monthly Board meetings during one (1) fiscal year. In the event of death, resignation, or removal of a Director, his/her successor shall be selected pursuant to the terms in Article V, Section 7, and shall serve for the unexpired term of his/her predecessor, unless he/she shall sooner resign or shall be removed or shall be otherwise disqualified to serve with the exception of TREASURER which shall be a term of two (2) years.
Section 4. ADMINISTRATIVE MANAGER. The Board of Directors may appoint or employ a person or entity to serve as Administrative Manager to carry out the day-to-day administrative operations of CABA. Said Administrative Manager shall be guided pursuant to his/her contractual obligations as established and directed by the Board of Directors and approved by all parties.
Section 5. ACTION TAKEN WITHOUT A MEETING. The Directors shall have the right to take any action, telephonically or electronically which they could take at a regularly scheduled meeting as defined in ARTICLE VII. The results of said action shall be recorded in a written resolution with the notation that it was approved by conference. Any action so approved shall have the same effect as though taken at a meeting of the Directors.
Section 6. LIMITATION OF TERMS. No person may be elected to serve as a Director for more than four (4) consecutive years. Elected Officers are precluded from this provision. This shall not limit the number of times a CABA Member may hold office.
Section 7. VACANCY. Should the position of President become vacant, the President-Elect shall succeed to the position of President, and shall serve for the unexpired term of his/her predecessor. In the event any other Officer seat shall become vacant, his/her successor shall be appointed by the remaining Board from the remaining Board Members. In the event that no Director wishes to assume the vacancy, the vacancy shall be filled in the same method as a Director. In the event any other non-officer Director seat shall become vacant his/her successor shall be selected from the past nominated election results. Should the position of Immediate Past President on the current Board become vacant, an additional Director shall be selected from the past nominated election results. In the event the next in line cannot or will not serve, the President shall fill the vacancy by appointing a general Member to serve as a Director. In the event all the above methods fail, the President shall appoint a successor from the general Membership to the vacancy. All of the above shall serve for the unexpired term of his/her predecessor.
SECTION 8. RESIGNATION AND REMOVAL. Any Director may be removed from office with cause by the Board. Any Director may resign upon giving written notice of resignation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the impending vacancy before the effective date, if the Board of Directors provides that the successor does not take office until the effective date.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. ELECTION COMMITTEE. The Board of Directors shall an Election Committee, consisting of a Chairman who is a Member of the Board of Directors and four other CABA Members. The Election Committee shall accept all nominations for election to the Board of Directors but not less than the number of vacancies that are to be filled. Such nominations come from Members entitled to vote. No candidate may be nominated without their prior consent.
Section 2. ELIGIBILITY. To hold an elected position, a person must be the duly-authorized representative of a Member of CABA. To be elected to the office of President or President-Elect, the person nominated must have served on the CABA Board of Directors within the last three (3) years. To hold the position of Immediate Past President the person shall have served as President the prior year and automatically assumes the position.
Section 3. ELECTION. An election will be held at the Annual Meeting of Members in July at a time and place to be determined by the Board of Directors. No further nominations will be taken at the July election meeting. The election shall be by secret written ballot by the eligible Members casting votes in person, or by absentee ballot. Those persons receiving the largest number of votes shall be elected.
Section 4. NOMINATION PROCESS. Nominations in writing and from the floor will be taken at the May and June Membership Meetings. A report shall be given of all nominations. All nominations must be seconded and all nominee(s) must confirm in writing. No further nominations will be taken after the last June Membership Meeting.
Section 5. NOTIFICATION OF ELECTION. A list of nominations shall be distributed to the Membership. Notice of the Annual Meeting of Members, absentee ballots, and notice of elections shall be mailed to the Members no later than the notice of the July Annual meeting. All nominees will be listed in or by their nominated office.
Section 6. ABSENTEE BALLOTS. Absentee ballots will be mailed with the notice of Annual Meeting and election, with proper instructions for filing. Absentee ballots will be accepted up until the time ballots are collected at the Annual Meeting.
MEETINGS OF DIRECTORS
Section 1. DATE AND TIMES. The Board shall specify a particular day of the month and a particular time at which it is going to hold its regular monthly meeting. Notice of time and place shall be provided to the Membership.
Section 2. SPECIAL MEETINGS. Special Meetings of the Board of Directors shall be held when called by the President, or by any two (2) Directors, after a minimum of three (3) days notice to each Director. Such notice may be waived in writing at any time before, at, or after the meeting, by a majority vote of the Board of Directors provided that the party or parties who called the meeting are a part of the majority waiving the three (3) day notice.
Section 3. QUORUM. A majority of the number of Directors (excluding vacancies) shall constitute a quorum for the transaction of business. Every decision made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. POWERS. The Board of Directors shall have power to:
(a) prescribe the amount of annual dues;
(b) employ an administrator, independent contractor, or such other employees as they deem necessary and to define their duties;
(c) declare the office of a Member of the Board of Directors to be vacant in the event such Member shall be absent from three (3) regular monthly meetings of the Board of Directors during one fiscal year;
(d) amend and enforce Policies and Procedures; and
(e) exercise for CABA all powers, duties and authority vested in or delegated to CABA and not reserved to the Membership by other provisions of these Bylaws.
Section 2. DUTIES. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs; said records shall be made available to the Membership and updated on at least a quarterly basis;
(b) uphold all Policies and Procedures;
(c) supervise all Officers, agents and employees of CABA and to see that their duties are properly performed; and
(d) send notice of dues to each Member by U.S. Mail, facsimile, or electronic transmission at least thirty (30) days in advance of his/her respective Membership anniversary date.
Section 1. ENUMERATION OF OFFICERS. The Officers of CABA shall be an Immediate Past President, a President, a President-Elect, a Secretary, and a Treasurer all of whom shall at all times be Members of the Board of Directors, and such other Officers as the Board may from time to time by resolution create.
Section 2. TERM. The President, President-Elect and Immediate Past President shall hold office for one (1) year or until successors shall be elected, unless they shall sooner resign, be removed, or otherwise disqualified to serve. The appointment of such person by the Board of Directors to fill a vacancy in the office of President, President-Elect or Immediate Past President, occurring during the term of an otherwise duly elected President, shall not be counted as a term of office. No person holding the office of Immediate Past President shall be eligible to run for President-Elect during their term in office. Exceptions are as follows: the office of Secretary may be held for two (2) consecutive one (1) year terms and the office of Treasurer may be held for two (2) consecutive two (2) year terms. This shall not limit the number of times a CABA Member may hold office.
Section 3. RESIGNATION AND REMOVAL. Any officer may be removed from office with cause by the Board. An
yofficer may resign upon giving written notice of resignation. A resignation is effective when the notice is delivered unless the notice specifies a later effective date. If a resignation is made effective at a later date, the Board of Directors may fill the impending vacancy before the effective date, if the Board of Directors provides that the successor does not take office until the effective date.
Section 4. VACANCIES. A vacancy in any office by the Board shall be filled according to Article V, Section 7. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she replaces, unless he/she shall sooner resign, or shall be removed, or be otherwise disqualified to serve.
Section 5. DUTIES. The duties of the Officers are as follows:
(a) PRESIDENT: The President shall preside at all business meetings of Members and all meetings of the Board of Directors; see that orders and resolutions of the Board are carried out; exercise and discharge such other duties as may be required of him/her by the Board.
(b) PRESIDENT-ELECT: The President-Elect shall act in the place and stead of the President in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him/her by the Board. The President-Elect, upon the completion of his/her term of office, shall succeed to the position of President for the subsequent term. Should the President not complete his/her term, the President-Elect shall be appointed to act as President for the remainder of the current term. Succeeding to the Presidency in this manner, shall not preclude the President-Elect from serving his/her own elected term.
(c) SECRETARY: The Secretary shall keep the minutes of all meetings and proceedings of the Board and shall exercise and discharge such other duties as may be required of him/her by the Board. The Secretary shall provide the minutes of all Board meetings to the Members upon request, and shall provide a copy of the most recent Board meeting minutes to all Board Members in advance of the next Board meeting.
(d) TREASURER: The Treasurer shall oversee the receipt and deposit all monies of CABA and disburse such funds as directed by the resolution of the Board of Directors; keep proper books of account; prepare an annual budget and a statement of income and expenditures to be presented to the Membership; and exercise and discharge such other duties as may be required of him/her by the Board. The Treasurer shall make a copy of a detailed financial report available to any Member for inspection.
(e) IMMEDIATE PAST PRESIDENT: The Immediate Past President shall assume this seat having completed their term as President. They shall assist the President and President-Elect at all business meetings of Members and all meetings of the Board of Directors; see that orders and resolutions of the Board are carried out; exercise and discharge such other duties as may be required of him/her by the Board.
Section 1. APPOINTMENT OF COMMITTEES. The President may from time to time designate and appoint committees as needed. Such committees shall have and exercise such prescribed authority as is designated by the Board of Directors.
Section 2. STANDING COMMITTEES.
ELECTION COMMITTEE shall be responsible for soliciting and educating possible Office and Director Candidates, educating the Membership, managing the election and counting the ballots, and verifying that the candidates meet the requirements for the position.
BYLAWS COMMITTEE shall be responsible for periodic review of the Bylaws in the light of the current operating environment, and proposing to the Board of Directors and Membership changes deemed advisable.
GOVERNMENT COMMITTEE shall be responsible for establishing and maintaining contact with the various governmental bodies having an interest in and effect on the business community of the Carrollwood area.
PROGRAM COMMITTEE shall be responsible for finding, developing and presenting to the Members at regular Membership meetings or other affairs, programs of interest to the Members, and shall solicit from time to time expressions of such interest from the Members. It shall also be this committee's responsibility to schedule the CABA weekly networking events.
PUBLICITY COMMITTEE shall be responsible for all regular press notifications of CABA meetings or business; and the coordination of publicity for all CABA events. It shall also be this committee's responsibility to maintain good working relations between CABA and the area media.
DIRECTORY COMMITTEE shall be responsible for the publication of the annual Carrollwood Area Business Directory and any Membership Directories.
MEMBERSHIP COMMITTEE shall be responsible for developing and implementing Membership solicitation efforts, welcoming and activating new Members, and carrying out contact programs to maximize Member retention, and shall report regularly to the Board of Directors on the status of the Membership.
BOOKS AND RECORDS
The books, records and papers of CABA shall be kept in a business-like manner and shall at all times, during reasonable business hours, be subject to inspection by any Member in good standing.
Section 1. PROCEDURE. These Bylaws may be amended, repealed, or altered in whole or in part by majority vote of a quorum of Members present at any annual meeting or special business meeting duly called for such purpose. The proposed changes must be accepted or rejected as presented, or tabled for further consideration, and may not be amended from the floor.
Section 2. NOTIFICATION. The Bylaws Committee shall propose such changes as it deems necessary by submitting a written report of the changes and reasons for same to the entire Membership at least fifteen (15) days in advance of the annual meeting or special meeting called for the purpose of amending these Bylaws.
Should any of the provisions or portions of these Bylaws be held unenforceable or invalid for any reason, the remaining provisions of these Bylaws shall be unaffected by such holding.
Upon winding up and dissolution of the Corporation, the assets of the Corporation remaining after payment of all debts and liabilities shall be distributed to an organization recognized as exempt under section 501(c)(6) of the Internal Revenue Code of 1986, as amended.
To the extent permitted by law and subject to the limitations below, any person (and the heirs, executors, and administrators of such person) made or threatened to be made a party to any action, suit, or proceeding by reason of the fact that such person is or was a Director or officer of the corporation shall be indemnified by the corporation against any and all liability and the reasonable expenses, including attorney's fees and disbursements, incurred by such person (or by such person's heirs, executors or administrators) in connection with the defense or settlement of such action, suit, or proceeding, or in connection with any appearance therein.
LIMITS OF INDEMNIFICATION
The Corporation will indemnify a person only if such person acted in good faith and reasonably believed that such conduct was in the Corporation's best interests. In the case of a criminal proceeding, the person may be indemnified only if such person had no reasonable cause to believe such conduct was unlawful.
In the event these Bylaws do not address an issue regarding the Membership, Officers, or Board of Directors, Robert's Rules of Order and Florida Statutes will serve as the authoritative source. In any case that Robert’s Rules of Order and the Florida State Statutes conflict, the Florida State Statutes shall be the governing rule.
Bylaws - Updated 20150708
You can also download a PDF version of the CABA Bylaws here!