JACKSONVILLE JUNIOR CHAMBER OF COMMERCE BY-LAWS ARTICLE I EFFECTIVE DATE These By-Laws upon adoption by the general membership shall supersede all previous additions and printings of the By-Laws of the Jacksonville Junior Chamber of Commerce, or Jacksonville Jaycees, and shall take effect of January 1, 2011.
DEFINITIONS Member – Any person of good character between the ages of eighteen (18) and forty (40) inclusive, and who pays their dues in full, according to these By-Laws, shall be considered a member of this chapter in good standing. Should a member turn forty-one (41) during their current annual membership cycle, they will continue to be members until their following anniversary month. Board of Directors – Includes the President, Vice-Presidents, Directors, and Appointed Officers as described in these By-Laws. Executive Council – Includes the President, Vice-Presidents, Chairman of the Board, and the Chief of Staff. ARTICLE II MEETING OF THE ORGANIZATION Section 1. Regular Meetings (Membership) - Regular meetings of the organization shall be held on the second Monday of the month. The majority of the membership present at any regular meeting may change the date of the regular meeting for a temporary period of time not to exceed two consecutive months. Section 2. Special Meetings (Membership) - A special meeting may be called by the President upon petition signed by ten percent (10%) of the membership, or upon petition in writing signed by a majority of the Board of Directors. The President shall have the power to call a special meeting of the membership upon written notice to each member notice of such meeting at least five (5) days prior to such special meeting. Section 3. Quorum (Membership) - Twenty (20) members or twenty percent (20%) of the membership, whichever is less, shall constitute a quorum at a membership meeting. A majority of those present and voting shall govern except where otherwise specifically provided by these By-Laws or Charter. Action taken without a quorum being present shall not be effective or binding upon the organization. Section 4. Board of Directors - The Board of Directors shall meet on the first Tuesday of each month. The Board of Directors at any regular Board meeting may change the regular date of this meeting upon a majority vote for a period of time not to exceed two consecutive months. Section 5. Special Meetings (Board of Directors) - The President may call a special meeting of the Board of Directors with at least twenty-four (24) hours notice to each Board member. The Board of Directors shall have the power by a majority vote to call a special Board meeting. Section 6. Quorum (Board of Directors) - Ten (10) members of the Board or two-thirds of the currently occupied voting positions on the Board, whichever is less, shall constitute a quorum. Action taken without a quorum present shall not be effective of binding upon the organization. Section 7. Executive Council - the Executive Council shall meet at any time and place as requested by the President. Section 8. Parliamentary Authority - Roberts’ Rule of Order, Newly Revised, shall govern the proceedings of all membership, Board, or committee meetings, except where otherwise provided for in the Charter, By-Laws, or the laws of the State of Florida. Section 9. Annual Meeting - There shall be an annual meeting held in the month of November or December for the purpose of conducting any necessary business of the organization. The date of this annual meeting shall be set by the Board of Directors. The Annual Meeting shall include election of officers for the following year. ARITCLE III OFFICERS AND DIRECTORS Section 1. Officers - The elected officers of the organization shall be a President, Management Development Vice-President, Individual Development Vice-President, Community Development Vice-President, and Membership Vice-President. Section 2. Directors –The Directors of this organization shall be appointed annually. Each Vice-President may appoint up to 2 Directors for their portfolio, which shall be approved by a majority vote of the Board of Directors. Section 3. Appointed Officials - The Chief of Staff, Treasurer, Recording Secretary, and State Director shall be appointed annually by the newly elected President, with the approval of a majority of the Board of Directors, and shall be voting members of the Board. The President shall also have the power to appoint or remove, with the approval of a majority of the Board of Directors, a Legal Counsel, a Chaplain, a Parliamentarian, a Historian, and a Sergeant-at-Arms, who shall also be voting members of the Board of Directors. The appointed positions of Treasurer, Recording Secretary, State Director, Chaplain, Parliamentarian, Historian, and Sergeant-at-Arms shall serve under the direction of the Chief of Staff. The appointed Legal Counsel shall report directly to the President. Section 4. Executive Council - There shall be an Executive Council consisting of the President, each Vice-President, the Chairman of the Board, and the Chief of Staff. The Chairman of the Board shall be a nonvoting ex-officio member. ARTICLE IV REMOVAL OF OFFICERS AND DIRECTORS Section 1. Grounds - Any person may be removed from elected office as a result of his/her failure to fulfill the duties of that office or for conduct found to be detrimental to the best interests of the organization. Section 2. Procedure for Removal - A petition stating the charges against an Officer or Director shall be filed with the Executive Council, signed by three (3) members of the Board of Directors. A written copy of the charges shall be sent to each member of the Board of Directors at least ten (10) days before the question of removal is to be placed on the Board of Directors’ agenda. Petitioners will present their case, and the accused Officer or Director may elect to be heard. Should the Officer accused by the petition be the president, then the Management Development Vice-President shall preside over the removal proceedings. No removal proceedings shall be based more than once on the same charge. Section 3. Voting - Voting shall be by secret ballot. A two-thirds vote of the Board of Directors shall be required to remove a Director or Officer from Office. During the voting, both the complainant and accused may participate in the vote, should they otherwise qualify. ARTICLE V DUTIES OF THE OFFICERS Section 1. President - It shall be the duty of the President to preside at all regular and special meetings of the membership. The President is a member of the Board of Directors and shall also be an ex-officio member of all committees. The President only holds a vote in the case where their vote is needed to break a tie. The President shall exercise general supervision over the affairs of the organization. The President shall carry out all duties and responsibilities as prescribed by the Charter and By- Laws of the organization. The President shall be responsible for presenting at the first Board of Directors meeting of the year an annual plan, a policy manual, and an organizational structure for the year for administrative procedures to be used in the ensuing year, each of which shall be ratified by a majority of the Board of Directors. The newly- elected President, in consultation and coordination with the newly-elected Vice-Presidents, shall also present a proposed budget to be considered by the Board of Directors at the first Board meeting of the year. The President shall also be responsible for signing all legal documents requiring a signature of an officer of this Corporation. In case that the President shall become temporarily or permanently unable to discharge the powers and duties of his/her office, such powers and duties shall discharged by the senior ranking Vice-President, according to the Order of Succession prescribed in this Article. Section 2. Chairman of the Board - The Immediate Past President shall serve as Chairman of the Board and shall be a voting member of the Board of Directors. He or she shall carry out all duties as may be prescribed by the President. The Chairman of the Board shall serve as an ex-officio member of the Executive Council. Section 3. Order of Succession - In case of the removal of the President from office, or at his or her death, resignation, or inability to discharge the powers and duties of the said office, the Vice-Presidents shall in turn assume the powers and duties of the said office according to the following prescribed order of succession: Management Development Vice- President, Membership Vice-President, Community Development Vice- President, and Individual Development Vice-President, Chief of Staff. In case of the removal, death, or inability of the President and all Vice- Presidents, the Board of Directors, by majority vote, shall determine what officer shall then act as President until the disability be removed or a President shall be elected by the membership of the Corporation. Section 4. Vice-Presidents (A) Management Development Vice-President - It shall be the duty of the Management Development Vice-President to exercise general supervision over chapter management and business activities, and other areas or duties, as may be required by the President. (B) Chief of Staff - It shall be the duty of the Chief of staff to exercise the general supervision of the appointee positions, or other duties which may be required by the President. (C) Individual Development Vice-President - It shall be the duty of the Individual Development Vice-President to exercise general supervision over the individual development area, as well as other areas or duties, as may be required by the President. (D) Community Development Vice-President - It shall be the duty of the Community Development Vice-President to exercise general supervision over the community involvement activities of the organization, and other areas or duties, as may be required by the President. (E) Membership Vice-President - It shall be the duty of the Membership Vice-President to exercise general supervision over the membership retention and recruiting activities of the organization, and other areas or duties, as may be required by the President. Section 5. Treasurer - It shall be the duty of the Treasurer to audit and supervise the bookkeeping of the organization and to prepare financial statements, copies of which are to be made available for members to review. Each month, the Treasurer shall furnish to the Board of Directors a Financial statement of this organization. The Treasurer shall also furnish financial statements to the President or the Board of Directors upon demand, and make the annual report to the Florida Secretary of State as required by law. Section 6. State Director - It shall be the duty of the State Director to keep the Board of Directors and membership advised on State policies, to promote good attendance from the Chapter at District, Regional and State Meetings, and to attend all conferences, conventions, and strict caucuses, unless excused by a majority vote of the Board members present at any regular board meeting, and to perform any other duties assigned by the President. Section 7. Recording Secretary - It shall be the duty of the Recording Secretary to prepare and submit to the general membership written reports of the actions of the regular meetings of the Board of Directors at the next general membership meeting following a board meeting, and to perform all duties assigned by the President. Section 8. Legal Counsel - It shall be the duty of Legal Counsel to advise and give legal assistance to the President, Vice-Presidents, and to the Board of Directors. Upon prior authorization of the President, Legal Counsel shall represent the organization in all legal matters and proceedings. Contracts and legal documents should be submitted to Legal Counsel for advice and opinion. Section 9. Parliamentarian - It shall be the duties of the Parliamentarian to give general assistance to the President, Board of Directors, and the general membership concerning matters of parliamentary procedure. Section 10. Sergeant-at-Arms - It shall be the duty and responsibility of the Sergeant-at-Arms to maintain order at all meetings. The Sergeant-at- Arms shall be responsible for serving as a host at meetings and welcoming new members and guests at the door, and shall also be responsible for the set-up of the meeting room before a meeting. Section 11. Historian - It shall be the duty and responsibility of the Historian to compile history background of the Chapter, keep history records of the Chapter, compile a scrapbook for the President, and assist with Chairman’s Planning Guides (CPG’S). Section 12. Chaplain - It shall be the duty of the Chaplain to be responsible for the devotions at all meetings and other functions of this organization deemed necessary. Section 13. Directors - It shall be the duty of the Directors to perform all the responsibilities of their respective offices as prescribed in the respective job description provided to them by the President at the commencement of their term of office. ARTICLE VI DUTIES OF THE BOARD OF DIRECTORS Section 1. General Business Management - The affairs, business, and property of this organization shall be managed by the Board of Directors. The Board shall exercise all the general powers consistent with the Charter and By-Laws of the organization and the laws of the State of Florida. All actions of the Board of Directors shall be by majority vote, unless otherwise required by these By-Laws or Charter. Any member not agreeing with the majority may request that the opposition to the action be noted in the minutes of the Board of Directors meeting. Section 2. Meeting Attendance - It shall be the duty of all the members of the Board of Directors to attend all regular and special meetings of the Board. Failure to comply with attendance requirements as stated in this Article may result in removal from the Board. Section 3. Specific Duties - All Board Members shall exercise general supervision over their respective jurisdictions and shall be held responsible for seeing that the activities and projects in their area are properly performed and conducted. At the first Board meeting of the Corporation’s fiscal year, the Board of Directors shall consider an annual budget presented by the President. The Board of Directors shall adopt an annual budget no later than the second Board meeting of the year. As a matter of course, the Board may, for good cause, deviate from the initial budget during the fiscal year, but shall exercise due diligence in approving any actions having a financial consequence on the Corporation by taking into account the budget adopted at the beginning of the year. Section 4. Declared Vacancy - Any member of the Board of Directors who has two (2) consecutive unexcused absences from Board Meetings may have his or her seat declared vacant by the President. Excused absences shall not come within the meaning of this Section. The office of any member of the Board failing to attend fifty percent (50%) or more of all meetings of the membership in the latest four-month period may be declared vacant by the President and filled in accordance with the provisions of these By-Laws. Any absence may be considered for the purpose of the Section upon reasonable cause presented and accepted by the President. ARTICLE VII DUTIES OF THE EXECUTIVE COUNCIL The Executive Council shall conduct necessary chapter business between meetings of the Board of Directors, except that the Executive Council may not reverse any decision of the Board of Directors. A majority vote of the entire Executive Council shall be required for any action. ARTICLE VIII POLICIES OF THE ORGANIZATION The Board of Directors shall have the right and power to institute policy for this organization to cover its operation. The Executive Council shall exercise these rights and powers in the absence of the Board of Directors. Any policies adopted by the Board of Directors may be overruled, altered or rescinded by a two-thirds vote of the membership at a duly called membership meeting. Any policies adopted by the Executive Council may be overruled by a two-thirds vote of the Board of Directors or the majority vote of the membership at a duly called membership meeting.
ARTICLE IX COMMITTES All committees and Committee Chairmen shall be appointed by the President, who shall serve as an ex-officio member of all committees. No committee member shall be vested with the power to enter into any agreement or contract or otherwise obligate this organization in any manner except upon prior approval of the Board of Directors. Committee Chairmen shall keep the President, their respective Vice-Presidents, and Directors fully advised as to the meetings and all activities of their committee. No publicity of the committee activities shall be given out except with the approval of the President or his/her designee. ARTICLE X DUES As of January 1, 2011, subject to ratification by the Board of Directors prior to that date, the annual dues for members shall be determined by the following formula: (U.S. Junior Chamber of Commerce dues) + (Florida Jaycees dues) + ($ $23 for new members, $13 for renewing members Jacksonville Jaycees appropriation). The Board of Directors also must ratify any additional changes in membership dues that are triggered by changes in dues at the state, national, or international level, prior to adjustment of dues at the local chapter level. No member’s name shall be submitted by the Chapter for addition or retention of the membership roster of the Florida Jaycees or the United States Junior Chamber of Commerce until said member’s dues are paid in full to the Jacksonville Junior Chamber of Commerce. No Chapter funds of the Jacksonville Junior Chamber of Commerce will be expended to pay for membership dues to the Florida Jaycees of the United States Junior Chamber of Commerce for any member or potential member, with the exception of those individuals granted LIFE memberships by the Board of Directors, are of-age Past Presidents of this chapter in good standing, or when the membership has been approved by a majority vote of the Board of Directors. ARTICLE XI ELECTIONS Section 1. Date of Notification - Between September 1 and October 1, each member shall be notified by means of the official Chapter publication of the deadline for qualifying for offices and their respective dates of elections. Section 2. Date of Elections - Beginning with the election cycle for terms beginning on January 1, 2000, and in each election cycles thereafter, the elections for all offices shall be held during the membership meeting in November. Section 3. Eligibility to Vote - any member whose membership has been approved at the regular Board of Directors meeting in November which immediately precedes the elections is a member in good standing and is therefore eligible to vote. Section 4. Nomination - Each person seeking the nomination for any office or directorship shall so indicate by notifying the Chairman of the Board by the published deadline. Section 5. Time for Nominations - In order for nominations to be effective, they must be voted on at one of the two published nomination sessions prior to elections. Presidential and Vice-Presidential candidates - ten (10) days prior to the election date. Directorships - five (5) days prior to the election date. Section 6. Election Committee - There shall be an election committee which shall consist of Life members, Senators or Past Presidents of the organization as shall be nominated by the President and ratified by the majority vote of the Board of Directors. The Chairman of the Board shall chair this committee. The Election Committee shall make such rules and regulations for the management of annual elections and shall see that such rules and regulations are in force at the time of the election and shall have been published in the official organization publications by the first Board of Directors meeting in October. They shall also credentialize each nominee to be sure they are members in good standing. Section 7. Candidates - No member shall be a candidate for more than one office during the election. Each candidate’s nomination must be approved by majority vote of the members at one of two nomination sessions and must be credentialize by the Elections Committee. Unsuccessful candidates may be nominated and approved to run for other open offices. Section 8. Election to Unexpired Terms - In the event of a vacancy in any elected position of the Board of Directors, the President shall have the authority to temporarily appoint a member to fill that position for a period not to exceed sixty (60) days. This member shall be a non-voting member of the Board of Directors until such time as the appointee receives preliminary approval by a majority vote of the Board of Directors. The newly appointed Board member will then serve a probationary period of not less than sixty (60) days at the end of which time the final approval must be by a majority vote of the Board of Directors in order for the appointment to be final. The Board of Directors shall elect a successor to unexpired terms at a meeting of the Board of Directors as determined by the President. Any person elected by the Board of Directors to fill a vacancy shall possess all qualifications required for that office as set forth in Article XII of these By-Laws unless such qualifications are waived by 2/3 vote of the Board of Directors. There shall be no filing fee unless the position was not filled at the time of the regular elections. If the position was not filled at the time of the regular elections, then the regular filing fee shall be paid. ARTICLE XII QUALIFICATIONS OF DIRECTORS AND OFFICERS Section 1. Qualifications for the Board of Directors (A) Must have been a member of the Jacksonville Jaycees for a period of six (6) months prior to the time taking office. (B) Must have attended fifty percent (50%) of the regular membership meetings during the past six (6) months. Missed meetings may be made up by attendance at a local Board of Directors meeting or at meetings of another Jaycee chapter. (C) Must have completed the following qualifications: 1. Attended a local Board of Directors’ meeting. 2. Be an active local committee member. 3. Know and recite the Jaycee Creed. 4. Serve as an active local chairman or sub-chairman. Section 2. Qualifications for Vice-President (A) Must have been a member of the Jacksonville Jaycees for a period of one (1) year prior to the time taking office. (B) Must have attended fifty percent (50%) of the regular membership meetings during the past year. Missed meetings may be made up by attendance at a local Board of Directors meeting or at meetings of another Jaycee chapter, or at Community Service projects run by the chapter. (C) Must have completed the following qualifications: 1. Attended a local Board of Directors’ meeting. 2. Be an active local committee member. 3. Know and recite the Jaycee Creed. 4. Serve as an active local chairman or sub-chairman. 5. Write an acceptable article for publication in the Chapter publication. Section 3. Qualifications of President (A) Must have served as a Vice-President for at least one (1) full year. (B) Must have attended fifty percent (50%) of the regular membership meetings during the past year. Missed meetings may be made up by attendance at a local Board of Directors meeting or at meetings of another Jaycee chapter. (C) Must have completed the following qualifications: 1. Signed up a new member in the organization and helped him become an active Jaycee. 2. Attended a local Board of Directors’ meeting. 3. Be an active local committee member. 4. Attended a district, regional, or state business meeting. 5. Know and recite the Jaycee Creed. 6. Serve as an active local chairman or sub-chairman. 7. Write an acceptable article for publication in the Chapter publication. 8. Serve as an active participant in the Speak-Up Program. Section 4. No office or Director who has held office for six consecutive months may succeed themselves in that office or directorship. Section 5. Waiver of Qualifications - Qualifications for any office may be waived by a three-fourths (3/4) vote of the Board of Directors at a duly constituted Board of Directors meeting or a two-thirds (2/3) vote of the membership during a membership meeting.
ARTICLE XIII BUDGET Section 1. Budget - Between the time of election and the beginning of each fiscal year, the Executive Council shall develop a plan of activities and budget therefore, prior to the first Board of Directors meeting of the year. A plan of activities and budget shall be approved by the Board of Directors at one of its first two regular meetings of the year. The fiscal year and administrative year shall coincide with the elected officers’ terms of office each year. Total expenditures in any fiscal year shall not exceed total revenues received during the same fiscal year. Section 2. Indebtedness - No indebtedness for any purpose shall be incurred by any officer, Director or member of this organization without the consent of the Board of Directors or the Executive Council. ARTICLE XIV AMENDING BY-LAWS Procedures for amending these by-Laws shall be as follows: 1. The President shall appoint a By-Laws Committee annually to review the current By-Laws and Policies. 2. The Committee will present any proposed changes to the Board of Directors for approval. Approval requires a two-thirds (2/3) vote of the Board of Directors. 3. If the changes were approved, they will be published in the chapter’s official monthly publication, no less than thirty (30) days before the membership meeting where the changes will be voted on. 4. At the next membership meeting, thirty days after the proposed changes are published, the membership will vote on accepting the changes. Approval requires a two-thirds (2/3) vote of the members. |