The Consolidated BYLAWS of the FLA, GOLA and other affiliates to the
Florida Limousine Association, Inc.
Adopted by the joint Board of Directors of the above name affiliates for the purposes of this consolidation on July 13, 2022 by Unanimous Consent.
NAME AND PRINCIPAL OFFICE
Section 1.01 Name.
The name of this association shall be the Florida Limousine Association, Inc. The FLA shall be a nonprofit corporation incorporated in the State of Florida, hereinafter referred to as the FLA or “the Association”.
Section 1.02 Office.
The principal office of the FLA shall be located within the Metropolitan Miami-Dade County Area unless otherwise determined by the Board of Directors. Additionally, offices shall be utilized in such locations as may be directed and determined by the Board of Directors of the Florida Limousine Association, Incorporated.
Section 2.01 Purpose.
The purpose of the Association is to protect the limousine industry from over-regulation and abuse of power by the municipal airports, municipalities, the State of Florida and other states agencies. To that end, the Association will hire and/or retain Attorneys, Lobbyist and Public Affairs specialists to represent limousine companies in the state.
The Association also provides networking opportunities from operator-to-operator and well as opportunities for operators and trade/vendors. In addition, the Association will strive to provide educational opportunities for membership, such as labor seminars, and from time to time- guidance on best-practices concerning industry operation and service standards.
The purpose of the FLA shall be to provide a state forum for the exchange of
information and views by members of the FLA to provide a mechanism for the
collection of that information and statistical data in order to educate and advance the interests of the industry and its members for their benefit, and their companies and employees wellbeing. It is also our stated intent to offer our members state and local promotion and publicity services, where and when appropriate per Board directives and to provide the industry and its members group and/or individual insurance.
Notwithstanding, the foregoing, or any subsequent paragraphs in these by-laws, the Association will not engage in any transaction or activity incompatible with qualification as an exempt organization under Internal Revenue Code Section 501 (C).
No part of the net earnings, properties, or assets of this corporation, on dissolution or otherwise, shall be inure to the benefit of any private person or individual or any member or director of this corporation. Any remaining funds, after paying or providing for all debts and obligations shall be distributed and paid over to such fund, foundation or corporation organized and operated for educational or charitable purposes as the board of directors shall determine, and as shall at the time qualify as a tax-exempt organization under Internal Revenue Code Section 501 (C).
The FLA’s Commitment to Diversity
FLA’s aim is to embrace and foster an inclusive business climate of respect for all peoples regardless of national origin, race, religion, sex, gender identity, gender expression, age, color, sexual orientation or disability. Read our Code of Standards Respecting Diversity:
- Embrace and foster an inclusive business climate of respect for all peoples regardless of
national origin, race, religion, sex, gender, age, color, sexual orientation, or disability.
- FLA will not tolerate harassment based upon national origin, race, religion, sex, gender, age, color, sexual orientation, or disability. Harassment definition is based on applicable laws.
- FLA will not tolerate sexual harassment, whether by employees, members, partners, directors, customers, or trade/vendors. Sexual harassment definition is based on applicable laws.
*Encompasses oneself, the association, fellow members, clients, suppliers and employees.
Section 3.01 Types of Membership.
There shall be FOUR types of membership in the FLA:
3.02 Regular Active Members (In-State): The Designation “Regular Active Member” shall apply to individuals and entities that meet the following qualifications:
- Owner, or an owner-designated officer of a for-hire ground transportation business that has physical control of one of more vehicles (including leased vehicles under their control) meeting all applicable licensing and regulatory requirements, in which, vehicles are owned by the individual of entity, are offered on a prearranged basis to the public, for hire and travel, over irregular routes.
- Regular Membership shall require all permits and licenses to be current and be in good standing with State Agencies under their rules and regulations.
- Have paid their dues set by the Board of Directors.
- Active members shall be entitled to vote at meetings of the membership, or by proxy, and shall be eligible to serve as directors and officers in accordance with these bylaws.
- An owner-member may designate one of its managers to represent it as a “Regular Active Member” in lieu of the owner, with voting rights. All references to “owner” or “officer” (of a limousine business) shall be deemed to include management designees.
- However, per Section 5.10 (g), any member who moves or changes employment affiliation away from the owner/company who designated them, must relinquish their seat immediately to allow the owner to occupy the Board seat or to name a person from their company as the redesignated representative to the Board. It is intended by the FLA Board that seats on the Board are reserved to regular members that fit the definitions above in section a, b and c; and designees can only be appointed by the regular member (as defined above in a, b and c) who have first won a seat on the Board by themselves, and as themselves personally, before designees can be appointed from their company.
- The position on the FLA Board being occupied by a duly appointed designee shall not be the “seat holder” in perpetuity. The FLA seat is always reserved to the regular member and the person who won the seat. The seat designee may be removed at will by the “seat holder” and replaced by either themselves (the actual seat holder) or another qualified designee. Should a designee leave the employment of the actual seat holder, the seat will automatically revert to the regular member as the “seat holder”- immediately- and shall not travel away from them and their company with the designee.
- There shall be 16 seats (out of the 19 total seats) on the FLA Board of Directors- reserved for Regular Active Members, per the regional divisions set for below in Boards and Elections below in Section 5.9 and 5.10.
3.03 Out-of-State Members: Same criteria and obligations of membership above, except, out of state members have no voting rights, and are not eligible to serve on the Board of Directors, by election or appointment. This membership is designed to promote affiliation, networking, and educational opportunities. Out of State Members must be approved by a 2/3rds majority vote of the Board.
3.04 Trade Members: (including Professionals, Vendors or Suppliers):
The designation “Trade Members” includes Special Professionals, Vendors, Suppliers, Dealers, Manufacturers, Coachbuilders, Insurance Companies, Finance Companies, Software Companies, and other companies providing goods and services to the membership or the Association in general.
- Pay dues established for the Trade Member by the Board of Directors (“BOD”).
- Sponsorships may be available to support meetings or special events. The price for the various levels of sponsorship, will be specified by the President and/or the Executive Board and/or the Board of Directors.
- If elected to the BOD the trade members shall have all rights to participate on the BOD as any other Board member, including the right to participate on committees, attend all meetings and vote on any BOD motion or other action requiring a BOD vote. There shall be THREE Trade Member seats on the FLA Board of Directors of the 19 total seats. (see Board and Elections below)
- Trade members are not permitted to sit on the Executive Committee of the Board or to serve as President of the FLA.
- For greater certainty, and to address any sort of favoritism or perceived conflicts,
- Trade Board Members will have no advantage or discount whatsoever for sponsorship opportunities and will have the same opportunity to purchase sponsorships as all other businesses and entities.
- Trade board members will not interfere, harass or otherwise create problems with regard to the sale or purchase of sponsorship opportunities. Trade members will act in the best interest of FLA at all times.
- Trade members will be recused from voting on any issues that relate to their business which could in anyway be perceived as a conflict. Should the trade member not voluntarily recuse his, her or itself from such a vote, the Board may recuse such a member on a simple majority vote of a quorum present for such a vote.
This clause will be used to resolve any perceived conflict resulting from a Trade member having the same rights as all other Board members.
In addition, trade board members, like all other board members, will complete the FLA Conflict of Interest Disclosure at the beginning of each term, and will keep the disclosure up to date during the course of their term. Trade members shall be subject to the member and board of director code of ethics and standards.
6. Trade members shall own at least 15% of the stock or other ownership measure of their Company.
7. All members shall sign their membership forms, current and retroactively, and are to return them to the FLA main offices, or to the Executive Director (or where directed by the Board), and thereby pledge to adhere to the Code of Standards & Ethics attached below, which will be posted for reference on the FLA website and are to be included on the Membership Application Form, and below in these Bylaws.
3.05 Honorary Members. Any individual who has been engaged in the limousine business as an owner, principal, stockholder, partner, or officer of a company so engaged, and who is no longer associated with that industry through the sale of his/her interest, retirement, or other reason, may, at the sole discretion of the Board of Directors, be appointed an Honorary Member of the FLA. The bestowing of Honorary membership is in no way intended to allow conflict within the Association or with its’ Bylaws.
The Board may also, at its sole discretion, appoint any other person as an Honorary Member. In considering persons for honorary membership the Board of Directors shall take into account such person’s activities in, contribution to, or potential contributions to the industry and the FLA. Honorary Members shall be entitled to attend all open meetings of the FLA but shall not have the right to vote or hold office on the Board of Directors or it’s committees.
3.06 The Florida Limousine Association (FLA)
Affirmation of Code of Standards and Ethics- Members
I______________________________, agree to follow the FLA Code of Standards and Ethics for Members of the FLA, and agree I will abide by the decisions of the FLA Board of Directors, concerning matters I may bring to the FLA Board or Ombudsman’s Committee’s attention for review.
I further agree to follow the 10 standards listed below in my personal and business practices for the advancement of myself, my company and employees, and the industry in which I serve as a model for others. If I should be elected or appointed to the Board of Directors, I further agree to the 19 Rules of Conduct for Directors.
I affirm that I am a legally licensed business in the State of Florida, or the state in which I operate, and have all the relevant licenses in place, and agree to keep these in good standing.
Phone number Business
Phone Number Cell
The FLA Code of Standards & Ethics
- Member agrees to properly license their business(es).
- Member agrees to carry the legal amount of business insurance including vehicles and workers compensation plans according to law.
- Member agrees to carry the legal amount of insurance coverage for all outsourced/insourced work performed.
- Member agrees to carry and maintain proper permits and licensing for the state in which you operate.
- Member agrees to honoring all insourced/outsourced work agreements with fellow association members, including timely payments.
- Member agrees to handling all member-to-member disputes arising from any misunderstandings quickly and through the FLA ombudsman’s committee.
- Member agrees to refrain from unfair badmouthing or denigrating the FLA brand or its members or board including the mal-purposed use of Facebook, LinkedIn and other social media platforms.
- Member agrees to disclose any conflict of interest to the FLA/Ombudsman Committee at the time the conflict is known.
- Member agrees not to use vulgar language, bully, intimidate, threaten or physically (including legally or monetarily) abuse another member(s).
- Member agrees to keep current with association financial commitments.
*Code of Conduct Policy for Members of the FLA Board of Directors;
The FLA is an organization which supports transportation companies throughout Florida. Participation in the organization’s programs is subject to the observance of the organization’s rules and procedures. The activities outlined below are strictly prohibited. Any participant or staff member who violates this Code is subject to discipline, up to and including removal from the program.
The FLA Board of Directors is committed to teamwork and effective decision making. Towards this end, board members will follow these 19 policies for Board Member conduct:
I. Endeavour to represent the broader interests of members and/or stakeholders;
II. Refrain from trying to influence other board members outside of board meetings that might have the effect of creating factions and limiting free and open discussion;
III. Be willing to be a dissenting voice, endeavor to build on other director’s ideas, offer alternative points of view as options to be considered and invite others to do so too;
IV. On important issues, be balanced in one’s effort to understand other board members and to make oneself understood;
V. Once a board decision is made, support the decision even if one’s own view is a minority opinion;
VI. Not disclose or discuss differences of opinion on the board with those who are not on the board, and the personal or business affairs discussed in FLA board meetings shall not be discussed with competitors or other entities;
VII. The board should communicate externally with “one voice”;
VIII. Respect the confidentiality of information on sensitive issues, especially in personnel matters;
IX. Be an advocate for the organization and its mission wherever and whenever the opportunity arises in their own personal and professional networks;
X. Disclose one’s involvement with other organizations, businesses or individuals where such a relationship might be viewed as a conflict of interest (see Conflict of Interest Policy);
All Board Members will refrain from the following:
XI. Refrain from giving direction, as an individual board member, to the executive director or any member of staff;
XII. Abusive language towards a staff member, volunteer or another participant.
XIII. Bringing onto FLA property or events dangerous or unauthorized materials such as explosives, firearms, weapons or other similar items.
XIV. Discourtesy or rudeness to a fellow board member, member, staff member or volunteer.
XV. Verbal, physical or visual displays of harassment of another board member, member, staff member or volunteer.
XVI. Actual or threatened violence toward any individual or group.
XVII. Conduct endangering the life, safety, health or well-being of others.
XVIII. Failure to follow any FLA policy or procedure.
XIX. Bullying or taking unfair advantage of any participant.
I have read and I understand the FLA’s Code of Conduct. I agree to abide by the rules described above and understand that I may be removed as a Board Member if I violate any of these rules.
Signature, Print Name, Company and Date
NOTE: It is required that these Rules of Conduct, both for members and directors, be printed off and mailed/emailed by the member/director, to the FLA headquarters for document retention and for these Bylaws and Codes of Conduct to be posted on the FLA website.
Section 3.07 Termination and/or Transfer of Membership
Any Regular Active Member who shall cease to be an owner, officer, or owner designee of a limousine company, or an associated business as a Trade member, shall automatically cease to be a member of the FLA. Upon written request to the President, Executive Board and/or Board of Directors, a past or current member may be granted an Honorary FLA Membership, in accordance with Section 3.05 above. However, all other requirements to be on the FLA Board remain in effect as specified in these Bylaws.
Section 3.08 Suspension and/or Expulsion
Members of any classification shall be automatically suspended for not paying the current year’s dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors- provided there is a quorum (a present majority of the board) in attendance for such a vote.
Section 3.09 Reinstatement
Any former member who has resigned or has been suspended for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying the currents year’s dues. Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may determine by a majority vote.
Section 3.10 Ombudsman and OMB Committee
For the benefit of the Membership and the Association regarding matters of disputes, conflict, violations of rules or bylaws, and to promote the general harmony and order of the Association and its’ Affairs, there shall be an FLA Ombudsman, who will serve as secretary to the TWO elected Directors serving on the Ombudsmen Committee (OMB).
- The Ombudsman Committee (OMB Committee) shall consist of three (3) members as follows; the Government Affairs Director (GAD, or other non-board/non-voting designee- if vacant); and two (2) members of the Board of Directors to be appointed to the OMB committee by a majority of the Executive Board and confirmed by a majority vote of the Board. The GAD is a non-voting member and is the secretary for this committee. The two appointed board members must be voting members of the FLA Board in order to serve on the OMB committee.
- The two board members elected to the OMB committee shall serve one-year, non-consecutive terms. These positions are intended to rotate and shall be appointed and confirmed as the first order of business every December. If no board members volunteer to be nominated, the board shall appoint two members to serve for this one-year term, even if the OMB committee members would be serving another consecutive term.
- The intent of the OMB is to streamline and simplify the complaint process for the purpose of settlement or mediation, by and between members, and to evaluate claims of malfeasance, conflicts of interest, or other violations of the Code of Conduct and Ethics members will have agreed to and signed to become a member of the FLA.
- The GAD (the ombudsman) will receive inquiries and complaints, research and investigate claims, and give a report and recommendation to the Two (2) voting members of the OMB Committee. In turn, the two voting members will refer their individual vote of non-action or action and their recommendations to the full Board. A unanimous vote of both members is required to bring any matter to the Full Board, with their endorsement of an action or non-action, as a recommendation in detail (including the report of the GAD). This report shall accompany the referral in writing to the FLA President, and the Executive Board, for their dissemination to the Board of Director for the purpose of resolution.
- The OMB Committee will be primarily concerned with issues related to sections 3.02, 3.03, 3.04, 3.05, and 3.06 (above in this article), the Code of Conduct and Ethics (CCE), or other matters assigned to the OMB via a majority vote of a quorum of the Board, or by personal written direction of the FLA president or Executive Board- with the requirement that notice of such a request to the OMB be delivered to the Board within 24 hours.
- A unanimous vote of the OMB Committee will have immediate affect until the decision is substantiated by a majority vote of a quorum of the Board, or, is overturned by a majority vote of a quorum of the Board. At the time a final decision is rendered by the Board, the GAD/Ombudsman shall prepare written notice of the Board finding, gather signatures of the two OMB voting members, and send the decision by verifiable electronic and postal-mail communication to the parties of the complaint or the matter under review.
Section 4.01 Amount and Due Date.
- Dues for membership renewal shall be established by the Board of Directors and shall posted online, and/or by mail/email correspondence as to due date and method of payment.
- When applicable and practical, renewal notices for dues will be sent on November 1st to each member who is listed as a current member of the FLA (past FLA and GOLA members included) as of the current year on September 30th. Dues for the following year are due on or before December 1st, and these shall be posted on the website and in digital/mail correspondence.
- Trade Members who want to be members of FLA (past FLA or GOLA only) will submit dues directly to the FLA. Trade Members who wish to be included in statewide associations will submit their dues to the FTGA.
Section 4.02 Delinquent Payment.
Any of the FLA members who are delinquent in the payment of dues for a period of thirty (30) days shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days of his/her anniversary date. Upon application by the member, a majority of the Board of Directors, at its sole discretion, may postpone the due date of dues of any member.
Section 4.03 Refund of Dues
No Dues shall be refunded to any member whose membership terminates for any reason.
MEETINGS AND ELECTIONS
Section 5.01 Annual Meetings and Membership; Quorum
Annual Meetings. An Annual Meeting of the FLA shall be held in each calendar year at the monthly meeting in December, which also serves as the FLA holiday party. At this General Meeting, the election of new officers from the November election, will be confirmed by board vote, and the new officers will be installed at the start of that meeting, including the various committee assignments. Voting members of the FLA shall be invited to attend the meeting and Holiday Party. A quorum is required for the transaction of business at any Annual Meeting.
Section 5.02 Special Meetings
Special Meetings. Special Meetings of the FLA may be called by the Board of Directors on such dates and at such times and places as determined by the Board of Directors, Ten percent (10%) of the voting members of the FLA, must be present in person or by proxy, and shall constitute a quorum at a Special Meeting. A quorum is required for the transaction of business at any Special Meeting and email notification on the meeting date, attendees, and actions taken must be made to the Board of Directors.
Section 5.03 General Meetings.
General meetings are to be held on a regular basis in which frequency of such meeting will be determined by the Board of Directors. The date, time and place will be determined by the Board of Directors and will communicated to the General Membership.
A General Meeting is a meeting of the members of an organization, designed and held to perform official business of the organization, by means of a quorum (majority) to determine actions for the benefit of its members, the businesses and employees they represent, and the well-being of the communities they collectively serve. The purposes of an Annual Meeting and a General Meeting can be combined as determined the FLA Board.
Section 5.04 Notice of Membership meetings.
Notice of the date, time, place and purpose of any meeting of the members of the FLA shall be given in writing, by email, or using the FLA website.
- Annual Meeting; Notice of the Annual Meeting will be sent by email or posted on the FLA website not less than thirty (30) days prior to the date fixed for such meeting.
- General Meetings – Notice of a General Meeting will be sent to membership either by email, fax, or posted on the FLA website not less than seven (7) days prior to the meeting.
- In addition to Special Meetings above, EMERGENCY meetings can be called by the President with approved (verbal or otherwise) support of a majority of the Board, to hold an Emergency Executive Meeting only. If a Special Meeting is determined by a majority vote of a quorum of the Board to be necessary, notice of timeline and procedures for that Special Meeting shall follow the protocol for Special Meetings (above in 5.02).
Section 5.05 Action by Members Without a Meeting/ Ratification.
- Whenever members are required or permitted to take action by a vote, such action may be taken without a meeting by written consent via email, by setting forth the action or decision so taken, and signed by a majority of the members entitled to vote thereon. The vote shall be tallied, and the published results will go to the Board of Directors.
- To validate these actions/decisions without a meeting, a majority of a quorum of the Board must meet and by their vote, affirm or nullify, the action “by members without a meeting” or its’ decisions, under the normal rules at the next Board meeting.
Section 5.06 Voting by Active Members/ Confidential Voting
- At any such meeting, each Active Member of the FLA whose dues are fully paid for the current fiscal year, are eligible to vote. Determinations of eligibility will be made by the Board, or the OMB Committee- as directed.
- Confidential Ballots for Board Meetings only, by means of confidential email to the Executive Director and the FLA President or Member at Counsel (if a Member at Counsel is serving on the FLA Board and is in attendance)- is permitted if approved by a majority of the members present at the board meeting, provided they constitute a quorum. See section 6.05
Section 5.07 Order of Business.
The “order of business” at Regular or Other Meetings- shall be as follows:
- Welcoming statement by the President
- Roll Call (and determination of quorum)
- Reading of Minutes of the preceding meeting
- Treasurer’s Report
- Report of Officers
- Old and unfinished business
- Special Reports & Actions
- New Members – Applications & Approvals
- New Business
- Election of Officers & Directors
- Agendas & Meetings
- Good & Welfare
Section 5.08 Nomination Process for Directors and Regions
It is the intent of the FLA to have representation on the Board of Directors to generally represent the membership geographically and proportionally (at the rate of about 1.5 million people per board seat- rounding up)- into FIVE Regions, as follows:
North, East Central, West, South East, and South. Please see map below on P. 15.
In election years for the Board of Directors,
- Notices for Board seats up for election shall be sent out by the second Tuesday of September.
- Applications for those board seats shall be sent out by last Tuesday of September.
- Application are due back to the FLA office by the second Tuesday of October.
- Ballots shall be mailed out to membership by the last Tuesday of October.
- Ballots are due back to the FLA office by the last Tuesday of November.
- Board announcements of the winners of those seats shall be announced at the December Board Meeting, and the winners shall be notified by phone call and email.
- The newly-elected Board Members shall participate in an on-boarding meeting hosted by the management team in December, or prior to the January meeting, to be prepared to take their seats at the January Board meeting.
- The election of these new officers shall be affirmed by vote of the Board at the start of that meeting in January.
The application/nomination process may occur by self-nomination or by President, Executive Board and or Board of Directors and may be done by telephone, fax or email.
Section 5.09 Election of Directors.
Thirty (30) days prior to the Annual Meeting along with the notice of the Annual Meeting, the FLA office shall email the membership the election ballot and allow the membership to vote for the Board of Directors. The voting time period will be twenty-one (21) days.
There shall be only one Board seat per company, or group of companies, who are owned or partially owned, by the same owner. The purpose is to promote fair and even representation on the board and in order to avoid “packing” the Board.
Section 5.10 Board of Directors.
The Board of Directors will consist of THIRTEEN (13) Regular Active Members whose term will be for two (2) years, beginning on the date of the Ratification of these Bylaws and continuing until the elections specified herein for 2024, (being then seated in January of 2025), then in 2026, and so forth. The five regions are divided into county groups. See map on P. 15.
- Specifically; FOUR seats from the South Region (Purple); TWO seats from the South East Region (Blue); THREE seats from the West Region (Light Green and Light Blue); TWO seats from the East Central Region (Dark Green); and TWO seats from the North Region (Red, Orange and Yellow) = 13 seats.
- There will also be THREE At-Large seats that can be filled by any owner/operator member from anywhere in Florida. In addition, there will be THREE Trade Member seats, who are voting members, but are not allowed to serve as President or on the Executive Committee. This is 19 seats – TOTAL – not including the MaC below.
- Finally, the MaC (Member at Counsel) is the 20th seat but is a non-voting This seat is by Board appointment only and must be appointed and reconfirmed ever year by the Board at their regular December General Meeting when other officers are installed to the FLA Board. The MaC serves at the Board’s pleasure and can be vacated with a majority vote at any time. It is intended the MaC be an industry related attorney licensed to practice law in the State of Florida.
NOTE: Regional eligibility for election to the FLA Board of Directors is dependent upon the address of your place of business as the officially stated location with State agencies.
- It is further required, that only members in good standing with two (2) years of membership, shall be required to be eligible to serve on the Board, by their own election, or to be able to appoint a designee to represent them on the FLA Board, per section 3.02 (f) and (g), and 5.10 (g).
- In the event that any person shall become unable or unwilling to serve in the office to which he/she has been nominated and elected, the Board of Directors shall nominate and appoint a Regular Active Member to fill the vacancy for the remainder of the term, and if such event shall occur prior to the next annual meeting, the next order of business shall be the meeting of the Nominating Committee to nominate a replacement.
- The means by which these motions to fill vacancies are as follows, a) a motion naming the proposed replacement and a second to nominate for a vote, b) willing affirmation of the person being nominated to serve, c) a vote of a majority of the Board to affirm (provided a quorum is present), d) official recording of the act of appointment into the minutes of the meeting.
- Any Director changing his/her ownership or employment from one limousine company member to another limousine company during his/her term of Directorship shall not be disqualified from serving as a Director as long as they retain ownership of vehicles upon their departure or separation. (see Section 3.02 (e), (f) and (g). It is intended by the FLA Board to delineate the meaning of Director and to reinforce the definitions in 3.02 concerning “seat holders”. The Director is the actual “seat holder”, who meets all the required definitions in Section 3.02, and is NOT the designee they may have appointed to represent them on the Board.
- the Board is to determine ties in elections between two or more candidates, by board vote (or by private voting if requested) and is NOT to allow “split seats” to be occupied by two or more candidates. The number of seats, and their durations, shall not be augmented, without the due process of amending these Bylaws.
NOTE: the FLA president shall have the authority to execute and implement this section, at the earliest opportunity for the next election/appointment cycle.
Section 5.11 Election of Officers and Terms.
The election of officers will take place at a meeting prior to the Annual Meeting of the newly elected Board of Directors, in November. The positions to be filled will be for one term – or until the next annual meeting. The terms for the Board are to be two years each. The Board of Directors shall elect the Executive Board. The Executive Board is made up of (1) President, (1) First Vice President, (1) Second Vice President, (1) Secretary and (1) Treasurer.
Section 5.12 Advance Notification.
The membership will be informed of all matters of business requiring advance notification in writing by one the following methods: mail, e-mail, fax or any other form of electronic communications and FLA website, in accordance with the time requirements as stated in the bylaws.
All references to “mail” in the bylaws shall be deemed to include all methods of communications described in this paragraph. The purpose of this provision is to provide for the use of the association’s interactive web-site and other technology to the fullest possible extent.
BOARD OF DIRECTORS
Section 6.01 Authority and Responsibility.
The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, and shall actively prosecute its objectives and have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in execution of the powers granted, appoint such person(s) to have viewing access and/or authorities of deposit and disbursement, as it may consider necessary. These permissions must be approved by the Executive committee and adopted by the Board, and must be granted in written form to the person(s) being given the access and/or authorities.
Section 6.02 Composition clarification.
- The composition of the Board of Directors shall consist of a minimum of thirteen (13) regular members, three (3) At-Large members, three (3) Trade members, and one (1) Member at Counsel), for a Board of 19 voting members (not counting the MaC). The design and intent of this composition is to avoid tie votes by having an odd number of seats with the power to vote. With full attendance, the quorum for the FLA is 10 voting members.
- It is understood by this Association, that no meeting or official action can take place without having 10 or more voting members gathered at a meeting properly sanctioned by these Bylaws. A quorum for such a meeting is 6 votes being required to act or vote on any item.
- For the purposes of clarification, any member seeking election to the board, is to be classified as a Trade member if any portion of their business has a trade aspect to it. Further, in order to be a regular member, or regular board member, they must be an owner/operator, or, be an authorized designee as defined elsewhere in these bylaws.
Section 6.03 Failure to Attend Meeting.
- Any Director who fails to attend three (3) Regular Meetings and/or Conference Calls, during his/her tenure due to unexcused absences, may be removed from office by a two-thirds (2/3) vote of the Directors present at any meeting of the Board of Directors.
- Directors who seek and obtain permission from the President to miss meetings due to illness, injury, or other matters of obligation, shall be afforded the courtesy and excused with the simple consent of a majority of the Board. Proper notice of the meetings that were missed, must also have been given. Abusive situations shall be determined by the Board or referred to the GAD and the OMB Committee for review and recommendation.
Section 6.04 Meetings.
- One Regular meeting of the Board of Directors shall be held immediately before, after or during the Annual Meeting of members of the FLA, and a minimum of eight (8) meetings shall be held during each year, at a time and place fixed by the Board of Directors. This equates to a minimum of 9 annual meeting from January to December in any given calendar year.
- The Board must notify the Membership of the meeting date at least 7 days prior to the meeting. Program for the meeting must be posted on the FLA website no later than seven (7) days prior to the date of a meeting.
- The President or any three (3) directors may call special meetings of the Board of Directors at any time. Legal counsel may be present at all meetings of the Board- if so ordered. Ten (10) days written notice by email or fax, of the time and place of the holding of any regular or special meeting of the Board of Directors shall be given to each Director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without future notice to all directors.
- All meetings of the Board of Directors shall be conducted in accordance with ROBERT’S RULES OF ORDER, Revised, when not in conflict with these Bylaws. At all meetings of the Board, the President or in his absence, the First Vice-President or Second Vice-President and if none are present, a chairman will be chosen by the Board and shall preside.
Section 6.05 Quorums, Voting, Private Ballots.
- A majority of Directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number than a quorum can, in effect, adjourn any meeting to another time- by the denial of a continuing quorum. A majority of a quorum of directors present- shall always have the power to act.
- For clarification, no regular meeting can take place with nine (9) or fewer voting members of the FLA Board in attendance. In addition, no Executive Committee meeting can take place without all five member being present.
- The use of a “private ballot” by private e-mail, for use at Board meetings when requested and approved by a majority vote- is allowed. The intent is to allow the Board to use a confidential voting option at the request of any Board member, and to have those votes tallied and confirmed by the President, the Secretary, the By-Law committee Chair, and the Executive Director- at a minimum. It is intended that the Board could- and should- allow for the universal reporting and confirmation of every Board member’s vote after votes are cast. One of the above four mentioned officers will announce the vote, wait for confirmation of the vote tally from the others, and upon confirmation, the minutes will reflect the subject, action, and vote tally.
Section 6.06 Vacancies.
Vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then provided in the Article of Incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of the directors. A director elected to fill a vacancy caused by resignation, death or removal shall be elected to hold office for the unexpired term of his predecessor, regardless of the time left. See section 5.08 above for reference.
Section 6.07 Removal of Directors.
Any or all of the directors may be removed for cause by a simple majority vote of the Board, if the OMB Committee has recommended such an action. Otherwise, Directors may only be removed without cause by vote of at least two thirds (2/3) of the elected Board of Directors.
Section 6.08 Resignation.
A director may resign at any time by giving written notice to the Board, the President or the Secretary of the FLA. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board of such office, and the acceptance of the resignation shall not be necessary to make it effective.
Section 6.09- COMMITTEES (Standing and Ad Hoc)
- There will be a re-ordering of the standing committees and the addition of Ad Hoc committees- which will be activated if and when the standing committee- in oversight- shall create them. The activation of these Ad Hoc Committees by the standing committee in oversight, shall determine the nature and purpose of the Ad Hoc Committee, directives for their inquiry and reports, and the duration for which the Ad Hoc Committee shall be commissioned. The standing committees and ad hoc committees are set forth below.
- There is no standing committee named the “Executive Committee” (XComm). The XComm has already been defined elsewhere in this bylaw revision. By definition, XComms are not standing committees in perpetual formation, nor are they AD Hoc committees set to perform anything by commission. The president calls them together to consider emergency matters. This has already been delineated in section 7.01 and 7.07.
- The following are a list of proposed standing committees, and their assigned Ad Hoc committees. The members of these committees, and their number, shall by determined by the FLA President and confirmed by the FLA Board.
- Finance Committee (Strategic Planning and oversight of Ad Hoc Fundraising Task Force)
- Governance Committee (oversight of Ad Hoc Bylaw Committee)
- Ombudsman Committee (this is a permanent standing committee with 2 members, plus the non-voting Ombudsman that also handles Ethics)
- Legislative Committee (Capital campaigns)
- Airport & Port Canaveral Committee
- Membership Committee
- Program Committee (Live conferences, trade shows, parties)
- Marketing Committee (social media, website posts)
- The Chairs of the Committees of the FLA must be Directors of the Board.
Section 6.10 Action by Directors without a Meeting.
- Whenever Directors are required or permitted to take action by vote, such actions may be taken without a meeting by written consent, setting forth the action so taken, signed by all the directors entitled to vote thereon, and returned, to be tallied and published by the secretary, and reported to the Board of Directors.
- To validate these actions/decisions without a meeting, a majority of a quorum of the Board must meet and by vote, must affirm or nullify these acts or decisions, under normal rules at the next Board meeting.
Section 7.01- PRESIDENT
- The President shall be the principle executive officer of the FLA. The President shall preside at all meetings of the FLA and the Board of Directors. The President shall also serve as a member, ex-officio, of all committees. The President shall appoint or remove all members of each committee, appointees and its chairman. Finally, the President shall be responsible for the general management of the affairs of the FLA and shall see that all orders and resolutions of the Board are carried into effect.
- Subject to the control, advice and consent of the Board of Directors, the President shall, in general: Supervise and conduct the activities and operations of the organization. Keep the Board of Directors fully informed and shall freely consult with them concerning the activities of the organization. See that all orders and resolutions of the Board are carried into effect. Be empowered to act, speak for, or otherwise represent the organization between meetings of the Board.
- The president is authorized to spend $500.00, or less per month, without authorization of the Board, but the expenditure must be reported within 24 hours to the Executive Committee by email. Any bank or monetary transaction in excess of $5,000.00 (Five-Thousand Dollars USD), shall require a notification to both the President, the Treasurer, the Member of Counsel, and the Executive Director- by email or other electronic means, as can be arranged by the FLA’s bank or other account holder as an automatic notification.
- It shall be required that in order to run for President of the FLA, you must have served on the executive committee for the two years leading up to the election.
Section 7.02- FIRST VICE PRESIDENT
The First Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors. The First Vice President shall perform the duties of the President in the event of the President’s inability to serve, for any reason. The 1st VP shall also fill in for any other officers should they, or the 2nd VP, not be present for a meeting.
Section 7.03- SECOND VICE PESIDENT
The Second Vice President shall perform such duties as may be delegated by the President with the approval of the Board of Directors. The Second Vice President shall perform the duties of the President or First Vice President, in the event either of the aforementioned directors are unable to perform their duties, for any reason. The 2nd VP shall also fill in for any of the other officers should they not be present for a meeting.
Section 7.04- TREASURER
- The Treasurer shall be the Chief Financial Officer of the FLA. The Treasurer shall serve on any budget or finance committee that may be instituted by the President or the Board of Directors at all regular meetings and to the members at their annual meeting concerning the finances of the FLA.
- The Treasurer shall keep and maintain, or cause to be kept and maintained, adequate and correct accounts of the properties and business transactions of the organization, including accounts of its assets, liabilities, receipts, disbursements, gains, losses, capital, retained earnings, and other matters customarily included in financial statements. This shall include all contracts with trade/vendors, staff, executive director, and other professional services contracted by the FLA with any and all service providers. The executive Director shall be given copies of these contracts for reference and related legal purposes.
- Deposit or cause to be deposited all moneys and other valuables in the name and to the credit of the organization with such depositories as may be designated by the Board of Directors. Disburse or cause to be disbursed the funds of the organization as may be ordered by the Board, including but limited to, contractual disbursements and payments of approved invoices.
- The Treasurer is required to render to the Chairperson, President and directors, whenever they request it, an account of all of the Treasurer’s transactions as Treasurer and of the financial condition of the organization.
- If required by the Board of Directors, the Treasurer shall give the organization a bond in the amount and with the surety or sureties specified by the Board for faithful performance of the duties of the Treasurer’s office and for restoration to the organization of all its books, papers, vouchers, money and other property of every kind in the Treasurer’s possession or under the Treasurer’s control on the Treasurer’s death, resignation, retirement, or removal from office. The organization shall pay the cost of such bond.
LOANS AND CONTRACTS: No loans or advances shall be contracted on behalf of the organization and no note or other evidence of indebtedness shall be issued in its name unless and except as the specific transaction is authorized by the Board of Directors. Without the express and specific authorization of the Board, no officer or other agent of the organization may enter into any contract or execute and deliver any instrument in the name of and on behalf of the organization without express authorization of a majority vote of the Board of Directors.
Section 7.05- SECRETARY
- The Secretary shall attend all meetings of the members and the Board of Directors and shall keep the minutes thereof. The Secretary is also the keeper of the seal and upon instruction by either the President or the Board of Directors is authorized to use same.
- The Secretary shall be custodian of all records and documents of the organization which are to be kept at the principal office of the organization and act as Secretary of all the meetings of the Board of Directors. They shall keep the minutes of all such meetings in books proposed for that purpose; Attend to the giving and serving of all notices of the corporation; See that the seal of the organization is affixed to all documents, the execution of which on behalf of the organization under its seal is duly authorized in accordance with the provisions of these Bylaws.
Section 7.06- OFFICERS
- Officers shall not act in their official capacity by proxy, or by designating their authority to others, to perform the functions of the President. The 1st VP is the designated replacement of the President, if the President is unable to perform and duty. If this is required, the President will notify the Board that the 1st VP is acting with his authority, and for the duration the 1st VP will be acting in the Presidents capacity.
- Officers are not permitted to transfer their designated powers to other Board Members or persons, without a vote of a majority of the Board for the purpose of temporary replacement due to removal or other by other means provided in these bylaws.
Section 7.07- EXECUTIVE COMMITTEE
- The five (5) officers of the FLA Board are considered to be the Executive Committee of this organization. These shall be the President, the 1st VP, the 2nd VP, the Treasurer, and the Secretary. The chair of the Executive Committee shall be the President.
- The Executive Committee, unless limited in a resolution of the Board, shall have and may exercise all the authority of the Board in the management of the business and affairs of the corporation between meetings of the Board; provided, however, 1) that the five (5) members of the Executive Committee shall be unanimous in approving an action or decision; 2) the Secretary shall notify the whole Board of the action or decision; and 3) the action/decision must be validated by a majority of the Board at the next regular meeting.
- The Secretary, who is one the five executive committee members, shall send to every Board Member a summary report of the business conducted at any meeting of the Executive Committee. When a decision can be deferred until the next Board meeting, for lack of clarity or urgency, the Executive Committee shall not act on the matter.
- No Executive Committee meeting shall be held in lieu of a regular Board meeting, unless agreed to by a majority of the Directors (10 out of the 19). (FLA section 5.02 and 6.10 require board approval as confirmation for actions taken at special meetings, and actions by directors without a meeting, respectively). This means a majority of the Board can meet by email or electronic meeting to override the cancellation of a meeting and require to meeting to take place.
Section 8.01 Executive Director and/or Management Team
This Section intentionally left blank. The FLA contract with any Executive Director or management firm, is to be a full-force addendum to these bylaws in this section.
Section 9.01 Bank Accounts.
- The funds of the FLA shall be deposited from time to time by the Treasurer. The Board of Directors may provide for access, permissions for access (limited or unlimited), for any of their accounts at any bank for the payment of expenses or deposit of funds related to the FLA.
- Three (3) members of the Board or management team will be appointed by the president (including the president) to be signers on the general checking account and may provide for such conditions as two signatures for withdrawals and deposits as the Board of Directors may deem appropriate, with one of these three authorized persons always being the Treasurer.
- The banks accounts for the FLA and GOLA and other affiliates consolidating under the Bylaws, are to be cancelled and unified into one joint account for the FLA as a whole.
Section 9.02 Fiscal Year.
The Fiscal year of the FLA shall be prescribed by the Board of Directors, unless otherwise amended. The fiscal year of the FLA shall be from March 1 to the last day of February, every year.
Section 9.03 Budget.
The Board of Directors shall adopt, in advance of the next fiscal year, an annual operating budget covering all expected and possible contingent activities of the FLA.
Section 9.04 Financial Reports.
The Treasurer shall furnish to the Board of Directors, at the Annual yearly meeting of the Board of Directors, a financial report of the FLA for the preceding calendar or fiscal year (as determined), and at each meeting during the year, an update of the financial condition of the FLA will be provided.
Section 9.05 Audit of Accounts.
A Federal Tax Return shall be prepared annually by a Certified Public Accountant (CPA) The Board of Directors may call for an independent audit, supervised by the Board of Directors at any time.
LIMITS ON LIABILITIES
Section 10.01 Limited Liability.
- Nothing contained herein shall constitute members of the FLA as partners for any purpose. No member, agent or employee of this Association shall be liable for the acts or failure to act on behalf of any other member, officer, agent or employee of the FLA. Nor shall any member, officer, agent or employee be liable for his acts or failure to act under these Bylaws, excepting only acts or omission to act arising out of his willful malfeasance.
- The FLA shall maintain a Directors Insurance Liability Policy in the amount of $1,000,000.00 (One-Million USD), and a business insurance policy in the amount of $1,000,000.00 (One-Million USD). The FLA recognizes these policies are not one in the same and will be maintained in good faith for the FLA and its members. The Bylaw Committee shall review the adequacy of these policies on a yearly basis and shall make recommendations to the FLA Board accordingly.
The seal of the FLA shall bear the name of the FLA and the year of its creation, and the words “The Corporate Seal of the FLA”.
If there be any conflict between the provisions of the Articles of Incorporation and these Bylaws, the provisions of the Articles of Incorporation govern.
The FLA shall use its funds to accomplish the objectives and purposes set forth in these Bylaws, and upon the final dissolution of the FLA, no part of said funds shall insure or be distributed to members of the FLA. On such dissolution, the funds of the FLA may be paid over to a successor created by the reorganization of the FLA, or if there be no such successor, to one or more legally organized charitable organizations to be selected by the Board of Directors.
The Bylaws of the FLA may be amended at any annual meeting, or at any special meeting regularly called for that purpose, or by a Board of Directors meeting, by a simple majority of all voting members of the Board of Directors, or the FLA complete membership if at the annual meeting or special meeting, who are present in person or by proxy. A quorum of each of these bodies assembled, must be certified before motions and votes can be taken to amend the Bylaws.
CERTIFICATE OF SECRETARY
I certify that:
- I am the Secretary of the Florida Limousine Association, Inc.
- The attached Consolidated Bylaws were approved for Ratification at their first meeting on July 13, 2022.
DATED: July 13, 2022 by unanimous consent.
_______s/s Ray Garcia____________
_______s/s Rick Versace___________
I affirm this is an accurate and current copy of the Consolidated and Revised FLA Bylaws, as adopted on the dates shown on page 1, page 25, and below, and is appropriately signed by the officers whose signatures appear above and are on file with the FLA’s duly elected officers.
Attested to this 13th Day of July, 2022
s/s Matthew H. Richardson
Matthew H. Richardson
Ombudsman/ Government Affairs Director
The Florida Limousine Association, Inc.
s/s Sara J. Eastwood-Richardson
Sara J. Eastwood-Richardson
The Florida Limousine Association, Inc.
CEO, RAS/Association HQ
Proposed amendments for future consideration.