Section 1: Name
This organization is incorporated under the state laws of Florida and shall be
Known as the Florida Limousine Association, also known as FLA.
Section 2: Object and Purposes
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 information and statistical data; to make available the means to educate and advance the interests of the industry and its members before the State and County
Regulatory Authorities and other Federal regulatory authorities; to offer its members state and local promotion and publicity; to provide the industry and its members group and/or individual insurance and to perform all lawful acts and perform such duties as will benefit the FLA and its members.
Section 3: Limitations of Methods
The FLA shall observe all local, state, and federal laws which apply to nonprofit
Organizations as defined in section 501(c) (6) of the Internal Revenue Code.
Article II – MEMBERSHIP
Section 1: Classes
There shall be the following types of membership in the FLA: (a) Active
Members (b) Associate members (c) Honorary members (d) such other types of
Membership as may be created by the Board. Corporations, partnerships, and individuals shall be eligible for membership upon approval of the membership application, each such entity shall appoint one individual to serve as its representative for purposes of exercising the rights of membership. All individuals and entities complying with the applicable conditions of membership shall be eligible for membership in the FLA.
Section 2: Active Members
The designations “Active Member” shall apply to individuals and entities which
meet the following qualifications: (a) Own or operate a limousine business in the State of Florida, meeting all applicable licensing and regulatory requirements, in which
limousines, owned or operated by the individual or entity, are offered on a prearranged
basis to the public for hire and travel over irregular routes; are recommended and
accepted and pay dues. All active members shall be entitled to vote at meetings of the membership and shall be eligible to serve as directors and officers in accordance with the provisions of the by-laws.
Section 3: Associate Members
The designation “Associate Member” shall apply to individuals and entities which
meet the following qualifications; (a) own or operate a trade or business in the United
States which provides products, merchandise or services related or necessary to the FLA and are recommended and accepted and pay the established dues.
Associate members may attend all open meetings of the FLA, but shall not have
the right to vote or hold elective office.
Section 4: 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 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 elective office.
Section 5: Termination and Transfer of Membership
Active members who shall cease to own or operate a limousine business shall automatically cease to be a member of the FLA. Honorary memberships are personal and non-transferable Active and Associate memberships are non-transferable.
Section 6: Election to Membership
Application for membership shall be in writing on the forms specified. Applications shall be submitted to the Board of Directors for their final approval. Memberships approved by the Board will begin upon payment of the set membership fees. A copy of the bylaws will be given to any candidate for membership with their application. The application should state: “Have you read the bylaws?”
Section 7: Due and Initiation Fees
Membership dues shall be at such a rate as set by the Board of Directors, payable annually, on or before June 1, in advance. Dues for any member joining during the calendar year shall pay their dues on a pro-rated basis for the balance of the calendar year.
Section 8: Termination
(a) Any member may resign from the FLA upon written notice to the Board of Directors and payment of any delinquent fees. (b) Any member shall be expelled by the Board of Directors for nonpayment of membership and/or debts after ninety (90) days from the due date, unless otherwise extended for good cause. (c) Any member may be expelled by a two thirds vote of the Board at a regularly scheduled meeting thereof for conduct unbecoming a member or prejudicial to the aims or repute of the FLA, after notice and opportunity for a hearing are afforded the member.
Article III – MEETINGS
Section 1: Special Meetings
(a) Special meetings of the FLA may be called at any time by the president, or upon petition in writing by one-third of the members in good standing. Notice of special meetings shall be sent to each member at least five (5) days prior to the meeting. (b) Board meetings may be called by the President upon written application of two (2) members of the Board. Regular Board meetings shall be held on every third Tuesday of the month, or as deemed necessary. Notice shall be given to each member at least one week prior to said meeting. (c) Committee meetings may be called at any time by the President, or by its Chairman. (d) Regular membership meetings will be held every third Tuesday of the month except for May and December.
Section 2: Quorums
(a)At any duly called general meeting of the FLA , 20% of the members shall
constitute a quorum for the conduction of business. (b) A majority shall comprise a quorum of the Board of Directors. (c) At committee meetings, a majority shall constitutea quorum, except when a committee consists of more than nine (9) members then five (5) shall constitute a quorum.
Article IV – BOARD OF DIRECTORS
Section 1: Composition of the Board The Board of Directors shall be composed of not less than nine (9) members. Directors shall serve two (2) years, with the past president becoming chairman of the board for one (1) year assisting the newly elected President of the FLA.
Section 2: Selection of Directors
At the July general meeting the general membership will choose four (4) members of the Association, two (2) will be on the Board of Directors and two (2) will be from the general membership. They will be the nominating committee for the new Board of Directors that will be chosen at the next regular meeting.
Section 3: Candidates
Prior to August 1st of each year, the nominating committee shall present a slate of candidates to replace the directors whose term is expiring, and confirm by personal contact with the candidates that they were willing to accept directorship responsibility.
(a) This committee will present a slate of candidates to replace the members of the board whose term is expiring. This slate will be presented to the general membership at the next regularly scheduled membership meeting prior to the meeting. (b) To be eligible to run for an officer you must be a member of the FLA for one (1) year.
Section 4: Publicity
Upon receiving this committee’s report, the President at the next scheduled general meeting will announce the names of the new candidates. At this time the President will open the floor to additional nominations from the membership present. The President will declare the nominations closed.
Section 5: Petition
Additional names of candidates for directors can be nominated by petition bearing the signatures of a minimum twenty-five or one-third qualified members of the FLA. Such petition shall be filed with the nominating committee within ten (10) days after notice has been given of the names of those nominated. The determination of the nominating committee as to legality of the petition shall prevail.
Section 6: Determination
(a) If no petition is filed within the designated period, the nominations shall be closed and the nominated slate of candidates shall be declared elected by the Board of Directors at their next regular board meeting. (b) If a legal petition shall present additional candidates, the names of all candidates shall be arranged on the ballot in order alphabetically. An election by the general membership shall be held within sixty (60) days following the close of nominations.
Section 7: Election Committee
In the event of an election, as provided in Section 6-b, the President shall appoint
an election committee composed of three (3) members whose duty it shall be to see that the election of members of the Board of Directors is carried out according to the terms and conditions of these bylaws, that adequate tellers are available, that all votes of the members eligible to vote properly tallied and canvassed, and to declare the true results of said election by written report to the nominating committee.
Section 8: Vacancies
Vacancies of the Board of Directors by a majority vote, for the length of term of office to be filled. If any member of the Board of Directors shall fail to attend three (3) successive meeting, the President shall in writing, call such failure to his attention, and if satisfactory excuse if not received within thirty (30) days, that individual shall cease to be a member of the Board of Directors, and the vacancy shall be filled.
Section 9: Policy and Agenda
(a) All policies of the Board will be formalized and recorded in a manual of procedures for easy reference by the Officers, Staff, and Directors. The Board shall adopt such rules and regulations to conduct the affairs of the FLA. The policy and government making responsibilities shall be vested in the Board, with the management under the President.
Article V – OFFICERS
Section 1: Officers Nominating Committee
Immediately following the certification of new Directors, the current President
shall select four (4) members to serve. The President shall provide the committee with the list of Directors for the ensuing calendar year, requesting they select a candidate for each office to be filled : President, Vice-President, Secretary, and Treasurer. When proposed, such information shall be presented in written form during July to the President.
Section 2: Determination of Officers
(a) The current President shall notify all old and new members of the Board of the reorganization board meeting in September, elect officers for the ensuing calendar year, presenting those nominated and asking for additional nominations from the Board. There are non, those nominated will be put on a ballot and voted into office by the general membership. If additional names are offered, a secret ballot by the Director for the ensuing year, will determine the new officers who shall make up the Executive Committee, in addition to the immediate past President and current President. However, this must be done in a sealed envelope ( with signature of member) and opened at the time all other votes are counted at the general meeting.
Section 3: Duties of Officers
President: The Present shall be the head of the FLA and preside at all meetings of the membership and Board, and shall perform all other duties incidental, serving with the Vice-President. (b) The Vice President shall serve as first voluntary assistant to the President, acting as President in the absence of that officer.
Section 4: Executive Committee
The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, and Immediate Past President. The Executive Committee shall act for the Board of Directors between regular meetings of the Board of Directors or in the absence of a quorum thereof, except with respect to bylaws amendments. A quorum of any five (5) of the officers shall be required before the officers can go into Executive session. Director position may be under contract.
Article VI – COMMITTEES
Section 1: Appointment and Authority
The President shall appoint all committees, subject to confirmation by the Board of Directors, which shall authorize and define the powers and duties of all standing and special committees, except those whose functions are set forth in these bylaws. Committee appointments shall be at the will and pleasure of the President. It shall be the function of each committee, within the limits of policy set by the Board of Directors, to make recommendations to the Board of Directors concerning their assignments, and to carry on such activities as may be delegated to them by the Board of Directors.
Section 2: Limitation of Authority
No committee shall take or make public any formal action or resolution or in any way commit the FLA on a question of policy without first receiving the approval of the Board and membership. Special committees shall be discharged by the President when their work is completed and their reports accepted, or when in the opinion of the Board, it is decided to discontinue the committee. The President may appoint as advisory members of committees, person essential to the activity for the reason of their work, interest, or position. Other than provided for in this manner, all committee members shall be members in good standing of the FLA.
Article VII – Finances
Section 1: Funds
All monies paid to the FLA shall be placed in a general operating fund. Funds unused from the current years’ budget may be place in a reserve account. Funds may be invested by the Board of Directors and Treasurer as may be warranted.
Section 2: Disbursements
No obligation or expense shall be incurred and no money disbursed without prior approval of the Board. Upon approval of the budget, the Board is authorized to make disbursements on accounts provided for in the budget without additional approval of the Board and membership. Disbursements shall be by check, signed normally by the Treasurer or President. In the absence of either/both, any one of three (3) ( President,Vice President, Treasurer) , may sign as required.
Section 3: Fiscal Year
The fiscal year of the FLA shall close on December 31st of that year.
Section 4: Annual Audit
The accounts of the FLA shall be audited annually be a Certified PublicAccountant and presented to the Board and general membership.
Section 5: Bonding
Applicable persons may be bonded, with the fees paid for by the FLA.
Article VIII – PARLIAMENTARY PROCEDURES AND SEAL
Section 1: Authority
The proceedings of the FLA shall be governed by and conducted according to the latest rules of Robert’s Rules of Order as revised, except as otherwise noted in these bylaws.
Section 2: Revision
These bylaws may be amended or altered by a two-thirds vote of the Board, or by a two-thirds vote of members present at any regular or special meeting of the FLA called for that purpose, provided proper notice has been given to the entire membership, as stated in Article III, Section 2(a)(b)(c) for special meetings.
Article X – DISSOLUTION
FLA shall use its funds only to accomplish the aims, objectives and purposes specified in these bylaws, and upon its dissolution, no part of said funds shall insure, or be distributed to the members of the FLA. On dissolution of the FLA, any funds remaining shall be distributed to one or more regularly organized and qualified charitable organizations, to be selected by the Board. Dissolution maybe effected only by an affirmative vote of its Directors or members and shall be in compliance with the applicable laws of the State of Florida and pertinent laws and regulations of any other governmental authority.