SECOND AMENDED BYLAWS OF THE CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC.
Voted by the CFBACC members on November 21st, 2019. Revised, Amended and Approved by the CFBACC Board of Directors in December 17, 2019.
ARTICLE I ORGANIZATION
Section 1. NAME.
This organization is incorporated under the laws of Florida and shall be known as the CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC., hereinafter referred to as the “Chamber”.
Section 2. MISSION, VALUES & VISION.
Mission: To be recognized as the Premier Chamber of Commerce in Florida, respected for our reliability and integrative solutions.
Values: Act with integrity; demonstrate accountability and deliver excellence of service.
Vision: Be recognized as the best Chamber of Commerce in Florida respected for an effective and reliable integration solution and promote continuous and sustainable growth.
Section 3. PURPOSE.
The general purpose for which the Chamber is formed is to operate exclusively for such pur-poses as will qualify it as an exempt organization under Sections 501(a) and (c)(6) of the Inter-nal Revenue Code of 1986 or corresponding provisions of any subsequent Federal tax law in-cluding, for such purposes, the making of distributions to organizations qualifying as tax exempt organizations under that Code.
Section 4. AREA SERVED.
The principal geographic area served by the Chamber shall be Metropolitan Orlando and the Central Florida Area.
Section 5. OFFICES.
The principal office of the Chamber shall be located at such place as may be designated by the Board of Directors of the Chamber and will therefore, not be a fixed location. Any permanent record shall be kept at such a place as may be designated by the Board of Directors.
ARTICLE II MEMBERSHIP
Section 1. INDIVIDUAL MEMBERSHIP.
Individual membership shall be available to individuals expressing an interest in the Chamber.
Section 2. BUSINESS, CORPORATION OR ORGANIZATIONAL MEMBERSHIP.
Business, Corporations or Organizational Membership shall be available to businesses, corpo-rations, or organizations expressing an interest in promoting business in Central Florida. The business, corporation, or organization will only be allowed to designate one person to vote and hold elective office pursuant to these Bylaws.
Section 3. HONORARY MEMBERSHIP.
Honorary membership may be conferred by a majority vote of the Board of Directors to any per-son whose ability and moral character is deemed worthy of such distinction, and who will be en-titled to the full privileges of membership in the Chamber, but who shall not have the right to vote, or serve as a director of the Chamber.
Section 4. AFFILIATE MEMBERS.
Affiliate membership may, at the Board of Director’s discretion, be available to non-profit or gov-ernmental associations expressing an interest in the Chamber. Only one member of the affiliat-ed non- profit or governmental association will be entitled to the full privileges of membership in the Chamber but shall not have the right to vote or serve as a director of the Chamber.
Section 5. CHARTER MEMBERS.
At their discretion, the Executive Board of Directors may form or assist in the formation of a separate chapter of the Chamber in other Florida cities provided such separate chapter has an identical or substantially similar purpose and goals and shall be organized and managed as a branch of the CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE (hereinafter referred to as “Charter”).
Section 6. STUDENT MEMBERS.
Student membership shall be available to students expressing an interest in the Chamber in ex-change for a minimum of twenty (20) hours of volunteer service to the Chamber per year. Stu-dent members will be entitled to the full privileges of membership in the Chamber except the right to vote, or serve as directors of the Chamber.
Section 7. TRUSTEE MEMBERS.
As part of the Chamber’s Trustee Program, Trustee Members shall receive Chamber member-ship for a maximum of eight 8 representatives per Trustee Member. Trustee Members may be eligible to designate one (1) representative to vote and one (1) representative may be eligible to hold elective office pursuant to these Bylaws.
Section 8. MEMBERSHIP PROCEDURES.
Membership applications shall be submitted to the Chamber, together with payment of the initia-tion fee and the first year’s membership dues. Membership shall be available to all businesses, organizations or individuals seeking membership, and shall not be determined on the basis of race, creed, sex or other protected affiliation.
Section 9. RIGHTS AND PRIVILEGES OF MEMBERS.
Individual, Business / Organizational and Charter members shall have the right to participate in the discussion and transaction of the business of the Chamber, to vote and to hold elective of-fice, except as otherwise stated herein. Members shall have the right to participate in all Cham-ber events, receive the Chamber newsletter, and be apprised of all actions taken by the Board of Directors of the Chamber. Honorary members, student members, and affiliate members shall have all rights of individual and business/organizational members other than the right to vote and to serve as directors of the Chamber.
Section 10. TERMINATION.
A. The Board may, at its sole option, terminate the membership of any member for the following reasons:
1. Failure to pay membership dues, or any other financial obligations of the Chamber, within thirty (30) days of its due date;
2. Resignation; or
3. Conduct detrimental to the mission or vision of the Chamber at the sole discretion of the Board of Directors.
B. Termination will occur by a majority vote of the Board of Directors after a member has received a notice of the termination, and allowed the opportunity to be heard at a Board of Di-rectors meeting within thirty (30) days from the date of the notice of termination.
Section 11. REINSTATEMENT.
Any member whose membership has been terminated may apply for reinstatement by written request to the Board of Directors. Such request must receive a majority vote at any special or regular meeting of the Board of Directors.
ARTICLE III MEETINGS OF MEMBERS OF THE CHAMBER
Section 1. ANNUAL INSTALLATION.
The incoming Board of Directors shall be announced at an annual installation event during the month of February at a time and place to be determined by the Board of Directors.
Section 2. SPECIAL MEETINGS.
Special meetings of the members of the Chamber may be called by the President of the Cham-ber, the Executive Board of Directors of the Chamber, or upon the request of ten percent (10%) of the voting members of the Chamber. In the case of special meetings, or when required by these Bylaws, or by law, the purpose or purposes for which the meeting is called shall be stated in the notice of meeting. Notice of any meeting may be provided by any of the following means: regular mail, facsimile, e-mail or newsletter. If sent by mail, a notice of meeting shall be deemed delivered when deposited in the U.S. Mail, postage prepaid, addressed to the member at his/her address as it appears on the records of the Chamber at the time of mailing.
Section 3. QUORUM.
Twenty-five percent (25%) of voting members after proper notification shall constitute a quorum for all membership meetings of the Chamber, if any. For election of new directors, twenty-five percent (25%) of voting members after proper notification shall constitute a quorum. If no quor-um is obtained after proper notification, a second notification shall be sent to all voting members and, thereafter, those who respond shall constitute a quorum.
Section 4. VOTING.
Each organizational member shall designate a primary member for purposes of voting. Each primary member in good standing with the Chamber shall be entitled to one (1) vote on any mat-ter brought before the membership by the Board of Directors of the Chamber for discussion. A simple majority vote of the primary members in good standing shall be required to elect the Di-rectors of the Chamber, and to approve any other motion presented before the membership. For purposes of this paragraph, a member in good standing shall be any member whose dues and financial obligations to the Chamber are current.
ARTICLE IV DUES AND ASSESSMENTS
Section 1. DUES.
The annual dues of the members of this Chamber shall be in such amounts as are fixed by a majority of the Board of Directors present and voting at any regular meeting or special meeting called for such purpose. All dues are due on each member’s anniversary date and are nonre-fundable.
Section 2. NON-PAYMENT OF DUES AND ASSESSMENTS.
All statements for dues shall be sent to all members at least two weeks prior to their anniversary date and will be due on their anniversary date. After the anniversary date, a late fee of twenty-five dollars ($25.00) may be imposed to cover the extra expense and administration costs asso-ciated with the collection of delinquent dues and accounts. In addition, members will be respon-sible for all fees associated with dishonored checks.
BOARD OF DIRECTORS
Section 1. MEMBERS OF THE BOARD OF DIRECTORS AND TERM.
The Board of Directors of the Chamber shall be comprised of a total of thirteen (13) elected di-rectors. At a minimum, the Board shall be comprised of eight (8) elected Board member at large or “Directors”, and an elected executive board comprised of: a President, Vice-President, a Sec-retary, a Treasurer, a Legal Advisor. The board of directors shall also be comprised of (1) Ex-Officio Director with no voting rights.
A. The term for Members of the Board of Directors shall be one (1) years. A Member may serve for a subsequent term or position in the same or different Board capacity if elected, appointed, or through succession in accordance with these Bylaws.
Section 2. ADVISORY BOARD AND COMMITTEES.
The members of the Advisory Board shall be no less than two (2) members Designated by the Board of Directors, which shall advise and aid the Board of Directors as requested by the Board of Directors. The identity of the Designated Directors shall be determined by the office or posi-tion they hold rather than by name or other designation, and shall be as follows:
A. The Chairperson of the Metro Orlando Economic Development Commission (“EDC”), or his/her designee who shall be part of the executive committee of the EDC Board. This desig-nated director shall serve no more than one (1), one-year term; and
B. The Mayor of the City of Orlando or his/her designee who shall be part of the execu-tive committee of the City of Orlando. This Director shall serve one (1), one-year term.
C. The Executive Board of Directors may terminate these permanent positions on the Board at its sole discretion.
D. The members of the Committees shall be no less than two (2) members Designated by the Board of Directors, which shall assist the Board of Directors as requested by the Board of Directors. All committee members must be current members of the chamber.
The Board has designated the following Committees:
1. Events Committee
2. Legal Committee
3. Elections Committee
4. Community Committee
The Board of Directors may create additional committees or remove designated committees as needed, in the best interest of the Chamber.
Should an Advisory Board Director decline in writing to serve, the Board may fill that vacancy in accordance with Article VIII.
Section 3. MEMBERS OF THE EXECUTIVE BOARD OF DIRECTORS.
The Executive Board of Directors shall consist of the following individuals: President, Vice-President, Secretary, Treasurer, Legal Advisor, and a Director-at-Large who may be appointed by the President during his or her term. The President shall attend all Executive Board Meet-ings.
The Director-At-Large appointed by the President shall be one of the elected members of the Board of Directors. The Director-At-Large will serve a one (1) year term concurrent with the term of the President and shall be a voting member of the Executive Board.
Section 4. QUORUM.
A majority of the directors shall constitute a quorum for the transaction of business at any meet-ing of the Board. Proxy votes are prohibited.
Section 5. REMOVAL
A. This section applies to all Board members including Executive Board members.
B. By Vote.
Any Director may be removed by the vote of two-thirds (2/3) of the members of the Board of Di-rectors at a special meeting called for that purpose. At any such meeting, any vacancy caused by the removal shall be filled as provided herein.
C. By Absence.
Three (3) unexcused absences from meetings of the Board during any calendar year will be grounds to remove any Director. All absences from meetings of the Board of Directors shall be deemed unexcused unless determined to be excused by a majority of the Executive Board of Directors at any meeting thereof.
D. For Cause.
Any Board member may be removed for cause. As used herein, “cause” shall mean (i) an act or acts of personal dishonesty taken by the director, (ii) the conviction of the director for any crimi-nal act which is a felony, (iii) the director is found by a court of law to be guilty of or pleads guilty to or no contest to fraud, conversion, embezzlement, intentionally falsifying records or reports, or a similar felony, (iv) failure to maintain membership in the Chamber, (v) membership on the Board of Directors by two or more persons from the same company, (vi) violation of duty of loyalty or any other legal duty owed by the Board member to the Board; (vii) failure to perform your duties as a Board member; or(viii) any act or omission which the Board, in its sole and exclusive discretion, believes to adversely affect the integrity, reputation, stature or credibility of the Chamber. The Chamber shall cause a special meeting of the Board to be called and held at a time mutually convenient to the Board and the director, but in no event later than ten (10) busi-ness days after the director’s receipt of the notice of such Board meeting. The director in ques-tion shall receive written notice of the meeting and of the specific charges being made against him. The director shall have the right to appear before such special meeting of the Board to re-fute any determination of Cause specified in such notice, and any termination of director’s ser-vice as a Board member by reason of such Cause determination shall not be effective until the director is afforded such opportunity to appear. Upon a two-thirds (2/3) vote of the directors pre-sent at the meeting finding Cause, the director shall be deemed removed.
Members of the Board of Directors and the Executive Board of Directors may resign their position by delivering a resignation letter to the Executive Board
Section 6. MEETINGS.
Board meetings shall generally be held at least monthly at a time and place selected by its members. The Board of Directors and/or Executive Board of Directors shall provide at least two (2) day’s notice of any special meeting of the Board of Directors which notice may be in writing. Absences from a rescheduled Board meeting shall be automatically considered as excused ab-sences unless the absent member is given thirty (30) days’ advance notice of the rescheduled meeting. The order of business and agenda for any meeting shall be established by the Presi-dent. Recommendation for agenda items may be proposed in writing by members or Board members to the secretary two (2) days prior to any meeting for inclusion in the agenda for that meeting. Special meeting shall be called by the President or the Board of Directors upon sub-mission of a written notice to the secretary stating the time, place and purpose of the meeting. No business other than matters relating to the purpose for which the meeting was called shall be conducted except by a vote of two-thirds (2/3) of the Board members present at the meeting. In the event of any tie vote at a duly called meeting, the President may cast a second vote to break the tie. Members shall inform the President if the Member will not be able to attend a scheduled meeting and the reason therefor.
Section 7. Candidacy Eligibility
A. Eligibility for Board of Director candidacy.
The candidate must be a Member of CFBACC in good standing at the time of candidacy for one (1) year immediately preceding the candidacy.
B. Furthermore, the candidate must demonstrate:
1. Accomplishments in business, government, philanthropy, or the nonprofit sector; 2. Being well-informed with a natural affinity for cultivating relationships and building consen-sus among diverse individuals; 3. Personal qualities of integrity, credibility, and a passion for improving the lives of CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC. Second Amended Bylaws Page 8 of 21 Revised December 17, 2019
CFBACC’s beneficiaries; 4. Willingness to dedicate time to the CFBACC’s Board of Directors, without remuneration, sharing duties with peers.
C. Eligibility for candidacy for the Executive Board (President, Vice President, Treasurer and Secretary): The candidate must be a Member of CFBACC in good standing at the time of candidacy and must have served on the Board of Directors for one (1) year im-mediately preceding the candidacy.
D. Eligibility for candidacy for the President: The candidate must be a Member of CFBACC in good standing at the time of candidacy and must have served on the Board of Direc-tors for two (2) years immediately preceding the candidacy. The candidate must be flu-ent (speak, read, and write) in the Portuguese and English languages.
Section 1. DUTIES OF THE BOARD OF DIRECTORS.
The Board of Directors shall oversee the management and administration of the business of the Chamber. The Board of Directors shall determine all fiscal matters, shall direct the manner in which all funds of the Chamber are disbursed and the purpose thereof, and shall adopt a budget for each fiscal year. The Board of Directors shall adopt such directives and such policy as are necessary for the administration of the Chamber and for accomplishing the objectives and pur-pose of the Chamber. The Board of Directors shall have full power to exercise and delegate such functions as may be necessary, expedient, or incidental to the full exercise of the powers bestowed on the Board of Directors by these Bylaws, including the establishment, maintenance, and supervision of various sub-committees. Based on recommendations from the Executive Board, the Board of Directors shall make the final decision on hiring, firing and promoting the Chamber’s highest ranking employee, as well as any other major decisions involving the ex-penditure of the Chamber’s funds exceeding one thousand dollars ($1,000.00).
A. Specifically; the duties of the members of the Board of this Chamber shall be as follows:
The President shall preside over meetings of the Chamber, and shall perform the duties dele-gated by these Bylaws, or by the Board of Directors. The President shall manage the day-to-day general business and affairs of the Chamber. The President shall also set policies and goals, and direct the Board to implement such goals in the President’s day-to–day management of the organization to the extent the President sees fit. The President shall be the official spokesper-son for the Chamber and in his or her absence, the Vice-President. The powers and term of service of the President may be established through written agreement executed by the Presi-dent and the Secretary (on behalf of the Chamber), which agreement has been duly ratified by the Board. The President shall be chosen by a majority vote of all Board Members. The Presi-dent shall serve as such until removed or replaced by written vote of the majority of Board CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC. Second Amended Bylaws Page 9 of 21 Revised December 17, 2019
Members or pursuant to written agreement between the President and the Chamber. If the President is removed by the Board and not replaced with a successor President, the day-to-day affairs of the Chamber shall revert on an interim basis to the Vice-President or a designee cho-sen by the Executive Board.
The Vice-President shall assume the office of the President at the expiration of the President’s term of office, and shall perform such other duties as may be delegated by these Bylaws or the Board of Directors. It shall be the duty of the Vice-President to render assistance to and cooper-ate with the President and to provide the fullest measure of counsel and advice to the President. The Vice-President is an active member on the Board and shall, when appropriate, aid in the transition of power from the President to the Vice-President. The Vice-President shall be the official spokesperson for the Chamber in the absence of the President. If the President becomes unwilling or unable to serve as President during his/her term, The Vice-President shall serve as President for the remainder of the term.
The Secretary shall be the custodian of all records of the Chamber, except the financial records, shall attend the meetings of the Chamber and shall make a record of said proceedings, ensure the accuracy of meeting minutes and shall perform such other duties as provided for in these Bylaws or as delegated by the Board of Directors.
The Treasurer shall preferably have an accounting background, orhold the title of Certified Pub-lic Accountant (CPA), or be supervised by an IRS Enrolled Agent or CPA, and shall be the cus-todian of the financial affairs of the Chamber. The Treasurer shall present financial reports at Executive Board meetings and Board Meetings. The Treasurer shall prepare an annual budget for approval by the Chamber, unless the Board of Directors has created a Budget Committee, which shall assume the duties of the Treasurer for the budget, or the Board of Directors has de-termined the budget on its own. The Treasurer shall perform such other duties as provided for in these Bylaws or as delegated by the Board of Directors. The Board of Directors is entitled to commission any audit it considers necessary to ensure the integrity of all or any of the Cham-ber’s financial affairs.
5. Legal Advisor.
The Legal Advisor shall be a member in good standing of the Florida Bar. It shall be the duty of the legal Advisor to render pro-bono legal assistance and counsel to the Board and the chamber and to perform such other duties as provided for in these Bylaws or as delegated by the Board of Directors.
6. Ex Officio.
The President, at the end of his or her term of office, will automatically become Ex Officio. The Ex Officio may provide continuity to the organization and assist the Board of Directors by provid-ing full cooperation and the fullest measure of counsel and advice.
Section 2. DUTIES OF THE EXECUTIVE BOARD OF DIRECTORS.
The Executive Board shall have and may exercise all the authority of the Board of Directors, except that the Executive Board shall not have the authority to:
A. Approve actions or proposals required by law or these bylaws to be approved by the members;
B. Fill vacancies on the Board of Directors;
C. Amend the Bylaws or the Articles of Incorporation; or
D. Expel or discharge any member of the Chamber or member of the Board of Di-rectors.
Section 3. DUTY OF LOYALTY.
A. Any director of the Board of Directors of the Chamber may serve a concurrent role as a director of the board of directors of any competing chamber of commerce. However, any such director shall recuse himself/herself from any vote on the board of directors of the competing chamber of commerce which may have an adverse effect on the mission, operation, organiza-tion, finances, or reputation of the Chamber.
B. For purposes of this Duty of Loyalty policy, “competing chamber of commerce” means any chamber of commerce which is located in, or which serves, the geographical area served by the Chamber.
Section 1. NOMINATING COMMITTEE.
A. For the purpose of selection of the Board of Directors, the following shall constitute the Nominating Committee:
1. President (acting in an advisory capacity only);
2. Vice President;
3. Two (2) Members of the Board of Directors as selected by the aforementioned Nominating Committee members;
4. The Ex Officio. CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC. Second Amended Bylaws Page 11 of 21 Revised December 17, 2019
B. The Vice President shall serve as President of the Nominating Committee.
Section 2. CANDIDATES.
A. Prior to the appropriate Board meeting each year, the Nominating Committee shall notify the membership of upcoming vacancies and seek nominations. Each member interested in serving as a member of the Board of Directors shall inform the Vice-President of his/her de-sire to serve, and the term such member desires to serve and submit their nomination.
B. Thereafter, the Nominating Committee shall meet and nominate a slate of candidates to replace the Directors whose terms are expiring. The Vice-President shall notify those mem-bers nominated but not selected for the slate of candidates.
C. Candidates should demonstrate:
1. accomplishments in business, government, philanthropy, or the nonprofit sector;
2. commitment to CFBACC’s beneficiaries;
3. being well-informed, with a natural affinity for cultivating relationships and building consensus among diverse individuals;
4. personal qualities of integrity, credibility, and a passion for improving the lives of CFBACC’s beneficiaries;
5. willingness to dedicate time to the CFBACC’s Board of Directors, without remuneration, sharing duties with peers.
Section 3. ADDITIONAL CANDIDATES.
In addition to member-nominated candidates, additional candidates to serve on the Board of Directors may be nominated by the Board of Directors or the Nominating Committee from the pool of individuals previously nominated and considered by the Nominating Committee. In addi-tion, additional candidates may be nominated by a petition bearing the genuine signature of at least ten percent (10%) of the members in good standing. Such petition must be filed with the Chamber within ten (10) days after notice has been given to the membership of upcoming va-cancies. The determination of the Board as to the legality of the petition shall be final.
Section 4. DETERMINATION.
A. If a legal petition shall present additional candidates, the names of all candidates for contested offices shall be submitted to the Board for final determination of the slate of candi-dates at the appropriate meeting. Thereafter, the slate of candidates shall be submitted to the membership for final approval by majority vote.
B. If no petition is filed within such ten (10) day period, the nominations shall be closed, and the slate of candidates shall be submitted to the membership for final approval by majority vote. CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC. Second Amended Bylaws Page 12 of 21 Revised December 17, 2019
Section 5. TIME AND PLACE.
A. The annual election of Board of Directors shall be announced and scheduled every year during the month of December at a time and place to be determined by the Board of Direc-tors.
Unless otherwise specified in these Bylaws, whenever a vacancy shall exist in the Board of Di-rectors, whether by death, resignation, or otherwise, the Nominating Committee shall fill the va-cancy by appointing one of the candidates that was previously vetted but not selected. Any per-son elected to fill the vacancy shall fill the term of the vacant position.
Each Board of Directors now or hereafter serving the Chamber, and each person who, at the request of the Chamber has served the Chamber in some capacity, and their respective heirs, executors, and administrators shall be indemnified by the Chamber against all costs, expenses, judgments, and liabilities, including attorneys’ fees, reasonably incurred by or imposed upon him or her in connection with or resulting from any action, suit, or proceeding, civil, or criminal, in-cluding, but not limited to, all claimed acts of negligence, misfeasance, or nonfeasance, real or imagined, in which he or she is or may be made a party by reason of his or her service to the Chamber except in cases of willful misconduct in the performance of his or her duty to the Chamber. Such indemnification shall extend to settlements and compromises. The foregoing right of indemnification shall be exclusive of other rights to which such persons maybe entitled as a matter of law.
CONFLICTS OF INTEREST
Section 1. PURPOSE.
The Chamber is a non-profit, tax-exempt organization. Maintenance of its tax- exempt status is important for both its continued financial stability and for public support. The IRS as well as state regulatory and tax officials view the operations of the Chamber as a public trust, which is subject to scrutiny by and accountable to such governmental authorities as well as to members of the public.
Consequently, there exists a fiduciary duty on the part of the Chamber, its Board of Directors, and management employees not to engage in any actual or potential conflicts of interest. The Board of Directors, and management employees of the Chamber have the responsibility of ad-ministering the affairs of the Chamber honestly and prudently, and of exercising their best care, skill, and judgment for the sole benefit of the Chamber. Those persons shall exercise the utmost good faith in all transactions involved in their duties, and they shall not use their position with the Chamber or knowledge gained therein for their personal benefit. The interests of the Chamber must be the first priority in all decisions and actions.
Section 2. PERSONS CONCERNED.
This policy is directed not only to the Board of Directors, and management employees of the Chamber, but to all employees who can influence the actions of the Chamber. For example, this would include all persons who make purchasing decisions and anyone who has proprietary in-formation concerning the Chamber.
Section 3. AREAS IN WHICH CONFLICT MAY ARISE.
Conflicts of interest may arise in the relations of Directors, and management employees with any of the following third parties:
A. Persons and organizations supplying goods and services to the Chamber;
B. Members of the Chamber;
C. Persons and organizations with whom the Chamber is dealing with
or planning to deal with in connection with a gift, trusteeship, sponsorship, or other support to the Chamber;
D. Competing organizations;
E. Agencies, organizations and associations which affect the operations of the Chamber;
F. Family members, friends, and other employees.
Section 4. NATURE OF CONFLICTING INTEREST.
A conflicting interest may be defined as an interest, direct or indirect, with any persons or organizations mentioned in Section 3. Such an interest might arise through:
A. Owning stock or holding debt or other proprietary interests in any third party dealing with the Chamber, except as part of a 401(k) plan, IRA, mutual trust or fund, or other retirement program;
B. Receiving remuneration for goods or services with respect to individual transactions involving the Chamber;
C. Using the Chamber’s time, personnel, resources, reputation, or goodwill for personal benefit;
D. Receiving personal gifts or loans from third parties dealing or competing with the Chamber, except gifts of a value less than fifty ($50). No personal gift of money should ever be accepted.
Section 5. INTERPRETATION OF THIS STATEMENT OF POLICY.
The areas of conflicting interest listed in Section 3, and the relations in those areas which may give rise to conflict as listed in Section 4, are not exhaustive. Conflicts might arise in other areas or through other relations. It is assumed that the Board of Directors, and management employ-ees will recognize such areas and relations by analogy.
The fact that one (1) of the interests described in Section 4 exists does not necessarily mean that a conflict exists, or that the conflict, if it exists, is material enough to be of practical im-portance, or if material, that upon full disclosure of all relevant facts and circumstances it is nec-essarily adverse to the interests of the Chamber.
However, it is the policy of the Chamber that the existence of any of the interests described in Section 4 shall be disclosed before any transaction is consummated. It shall be the continuing responsibility of the Board of Directors, and management employees to scrutinize their transac-tions and outside business interests and relationships for potential conflicts and to immediately make such disclosures.
Section 6. DISCLOSURE POLICY AND PROCEDURE.
Transactions with parties with whom a conflicting interest exists may be undertaken only if all of the following are observed:
A. The conflicting interest is fully disclosed;
B. The person with the conflict of interest is excluded from the discussion and ap-proval of such transaction;
C. The person with the conflict of interest presents a competitive bid or comparable val-uation; and
D. The Executive Board of Directors determines that the transaction is in the best inter-est of the Chamber.
Disclosure of the conflicting interest shall be made to the President (or if he/she is the one with the conflict, then to the Vice-President), who shall bring the matter to the attention of the Execu-tive Board. Disclosure involving Directors shall be made to the Legal Advisor (or if he/she is the one with the conflict, then to the Vice-President), who shall bring the matter to the Executive Board.
The Executive Board shall determine whether a conflict exists and whether the transaction may be authorized as just, fair, and reasonable to the Chamber. The decision of the Executive Board on this matter will rest in their sole discretion.
SECTIONS AND COMMITTEES
Section 1. ESTABLISHING SUBCOMMITTEES AND SPECIAL COMMITTEES.
A. By the Board of Directors.
The Board of Directors may create and abolish such subcommittees from time to time as are necessary and proper to aid in carrying out the affairs of the Chamber and its objectives. Each subcommittee should consist of at least one Board member. Subcommittee appointments shall be approved annually by the Nominating Committee.
B. By Membership.
Any regular member who wishes to form a new subcommittee of the Chamber must peti-tion the Board of Directors for approval. The majority of the Board members present in a Board meeting where this matter is addressed must approve by secret ballot the creation of said pro-posed subcommittee. The petitions shall be filed with the Board of Directors and shall include the following:
1. A statement of the basic purpose of the proposed subcommittee including the specific areas of interest;
2. A statement demonstrating the need for the creation of the proposed sub-committee; and
3. A statement showing the overlap, if any, existing between the proposed sub-committee’s purpose and areas of interest and those of any current subcommittee of the Cham-ber.
C. Finance Committee.
The Finance Committee shall be a standing committee and shall be responsible for establishing the financial records for the Corporation; producing the Corporation’s financial statements as required by the Board; preparation of the annual budget; and supervision of an annual financial audit or review, as the case may be. The Treasurer shall serve as Chair of the Finance Commit-tee. The members of the Finance Committee shall consist of the members of the Executive Board of Directors.
D. Governance Committee.
The Governance Committee shall be a standing committee and shall be responsible for consid-ering and making recommendations to the Board of Directors concerning the appropriate size, functions and needs of the Board.
The Governance Committee shall consist of the Legal Advisor and four (4) more Directors who shall be selected by the Board of Directors upon recommendation by the Nominating Commit-tee. The four (4) Directors shall not be eligible to serve a concurrent role on the Nominating Committee. The Chair of the Governance Committee shall be designated by the Board of Direc-tors, provided that if the Board of Directors does not designate a Chair, the members of the Governance Committee may designate a Chair by majority vote.
The following responsibilities are within the authority of the Committee:
a. to develop and recommend to the Board of Directors the criteria for Board membership, including those set forth in these Bylaws as they may be amended from time to time;
b. to consider, recruit and recommend candidates to the Nominating Committee to fill new positions on the Board of Directors;
c. to consider questions of possible conflicts of interest of Board Members and of senior executives;
d. to monitor the functions of the various committees of the Board; appropriate size and needs of the Board;
e. to consider and make recommendations concerning the meetings;
f. to make recommendations on the structure of Board
g. to consider matters of Chamber governance and to review, at least an-nually, the Chamber’s Bylaws;
h. to review the functions of senior executives and to make recommenda-tions on changes in those functions;
i. to oversee the annual self-evaluation of the Board and its
j. to prepare an annual performance evaluation of the Governance Com-mittee;
k. to maintain an informed status on Chamber issues related to member-ship, fundraising, corporate social responsibility, and public policy; and
l. to monitor emerging issues potentially affecting the reputation of the Chamber.
The Governance Committee shall meet at least three (3) times each year and at such other times as it deems necessary to fulfill its responsibilities. The Governance Committee shall report regularly to the Board of Directors with respect to its activities and make recommendations to the Board as appropriate. The Governance Committee shall maintain minutes of its meetings and records relating to those meetings.
E. Audit Committee.
The Audit Committee shall be a standing committee whose role is to act on behalf of the Board of Directors and to oversee all material aspects of the Chamber’s financial reporting, control, and audit functions. The audit committee’s role includes a particular focus on the qualitative as-pects of financial reporting, organization processes for the management of risk, and compliance with applicable tax, legal, ethical, and regulatory requirements. The role also includes coordina-tion with other board committees (if any) and maintenance of strong, positive working relation-ships with management, external and internal auditors, counsel, and other committee advisors.
The Chamber’s Audit Committee shall consist of the Executive Board of Directors and three Members in good standing of the Chamber who shall be selected by the Board of Directors up-on recommendation by the Nominating Committee. At least two (2) members of the Audit Com-mittee shall have a financial background and/or knowledge. The Treasurer shall not serve as the Chair of the Audit Committee. The President of the Chamber is ineligible to serve on the Audit Committee. The Chamber’s auditor shall not serve as a member of the Audit Committee, but should only serve in an advisory capacity.
2. Operating Principles.
The Audit Committee shall fulfill its responsibilities subject to the following overriding principles:
The President and others on the audit committee shall, to the extent appropriate, maintain fre-quent communication throughout the year with senior management, other committee Chairs, and other key committee advisors (external and internal auditors, etc.), as applicable, to strengthen the audit committee’s knowledge of relevant current and prospective organizational issues.
b. Meeting agendas.
Audit Committee meeting agendas shall be the responsibility of the committee Chair, with input from committee members. The Chair also is expected to request input from management, key committee advisors, and (subject to appropriate confidentiality agreements)
others, as the Chair deems necessary to participate in this process.
c. Meeting attendees.
The Audit Committee shall request members of management, legal counsel, internal and exter-nal auditors, as applicable, to participate in audit committee meetings, as necessary, to carry out the committee’s responsibilities. Periodically (at least annually), the Audit Committee shall meet in private session with only the audit committee members. It shall be understood that ei-ther internal or external auditors, or legal counsel, may at any time request a meeting with the Audit Committee or committee Chair with or without management’s attendance. In any case, the Audit Committee shall meet at least annually in executive session separately with internal and
d. Meeting Frequency.
Additional meetings shall be scheduled as considered necessary by the Board of Directors, the Audit Committee, or the Chair of the Audit Committee.
e. Reporting to the Board of Directors.
The Audit Committee, through the committee Chair, shall report periodically to the Board of Di-rectors (as deemed necessary, but at least once a year). Minutes from the last Audit Committee meetings shall be provided to each board member prior to the
next meeting of the Board of Directors.
The Audit Committee shall have the following responsibilities:
a. Financial Reporting.
(i) Review and assess the audited financial statements before they are released to the public (if applicable) or filed with finders or
(ii) Review and assess the key financial statement issues and risks, their impact or potential effect on reporting financial information, the processes used by management to address such matters, the relevant views of external auditors and/or legal counsel regarding the issues, and the basis for
(iii) Recommend changes in accounting principles and the applica-tion thereof in both interim and annual financial reports. Such changes shall be approved by the Executive Board in consultation with the Board
(iv) Advise management and the external auditors that they are expected to provide a timely analysis of significant current financial
reporting issues and practices.
(v) Review the external auditor’s management letter and review management’s response to the management letter.
b. Risks and Controls.
(i) Review and assess the Chamber’s operating and financial risk management processes, including the adequacy of the overall
control environment and controls in selected areas representing significant risk.
(ii) Review and assess the Chamber’s system of internal controls for detecting accounting and financial reporting errors, fraud and defalcations, legal and tax code violations, and noncompliance with any code of conduct adopted by the Chamber. In that regard, review the related findings and recommendations of the external and internal auditors and legal counsel, together with management’s responses.
(iii) Review documents supporting directors’ expense accounts and management perquisites.
c. External and Internal Auditors.
(i) Recommend the selection of the external auditors to
the Executive Board.
(ii) Instruct the external auditors that they are responsible to the Board of Directors and the audit committee as representatives of the Chamber. In that regard, confirm that the external auditors will report all relevant
issues to the audit committee.
(iii) Review the performance of the external and internal auditors.
(iv) Obtain a formal written statement from the external auditors as to their independence. Additionally, discuss with the auditors any relationships or non-audit ser-vices that may affect their objectivity or independence.
(v) Review with management and the external auditors the results of the annual audits and related comments in consultation with other committees as deemed appropriate, including any difficulties or disputes with management, any significant changes in the audit plans, the rationale behind adoptions of, and changes in, accounting principles, and accounting estimates requiring significant judgments
(vi) Recommending changes in the operating plans of the internal audit function to the Executive Board.
(vii) Instruct the internal auditors that they are responsible to the Board of Directors and the audit committee as representatives of the
d. Legal counsel.
Instruct legal counsel (Legal Advisor and/or Outside Legal Counsel, as applicable) that, with re-spect to any issues as to which they believe that management is acting in violation of its fiduci-ary duty to the Chamber, they are responsible to the Board of Directors and the Audit Commit-tee as representatives of the Chamber.
(i) Review and recommend updates to the audit committee’s char-ter, as necessary.
Section 2. APPOINTMENT OF COMMITTEES.
The Board of Directors promptly after creation of a new subcommittee, shall appoint a chairper-son (and a co-chairperson if desired) from the Board for said new subcommittee who shall serve until the next regularly scheduled election unless re-elected by regular members at such elec-tion.
Section 3. DUTIES AND RESPONSIBILITIES.
It is the duty of each subcommittee, as integral parts of the Chamber, to work in cooperation with the Board of Directors and other subcommittees toward the accomplishment of the aims and purposes of the Chamber. All subcommittees shall function pursuant to these Bylaws and the directives promulgated from time to time by the Board of Directors and require such periodic reports to the Board of Directors and Chamber as are necessary. Minutes of the proceedings of each committee shall be kept and copies thereof promptly forwarded to the Board of Directors. Written reports shall be submitted by each subcommittee to the Board of Directors prior to the Installation of the Board of Directors and General Assembly Meetings.
Section 4. COMMITTEE FINANCES.
A subcommittee shall not incur any debt payable by the Chamber without prior approval of the Board of Directors. Each subcommittee shall file with the Treasurer and President a detailed statement setting forth any funds needed or required in connection with the work of such sub-committee for any special projects for consideration by the Board of Directors. All income and expenses generated by such committees shall include the corresponding supporting documen-tation in connection with those income and expenses. All documentation submitted must be original and shall agree to the written reports presented by each subcommittee.
Section 5. COMMITTEE QUORUM.
Unless otherwise provided by the Board, a majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be an act of the committee.
DEDICATION OF ASSETS
The Chamber dedicates all assets, which it may acquire to the purposes set forth in Article 1, Section 2, thereof. In the event that the Chamber shall dissolve or otherwise terminate its exist-ence, subject to the provisions of Chapters 607 and 617, Florida Statutes, the Chamber shall distribute all of its existing assets to one or more organizations which themselves are exempt as organizations described in Sections 501(c)(6) of the Internal Revenue Code of 1986, or corre-sponding sections of any prior or future law, or to the Federal Government or to a State or Local Government for exclusive public purpose.
RULES OF ORDER
The current edition of “Roberts Rules of Order” shall be the rules, which govern the conduct of all meetings of the Chamber, its Board of Directors, and subcommittees, except in cases where the rules are in conflict with these Bylaws, the Articles of Incorporation or any applicable law.
AMENDMENTS TO BYLAWS
Any proposal to change these Bylaws shall be provided in writing and distributed to all regular members of the Chamber at least two (2) weeks prior to the meeting of the members at which the amendments are to be considered. Any proposal to amend the Bylaws must pass by majori-ty vote of the Board and a majority of members of the Chamber casting a vote. Voting by mem-bers shall be by ballot. The Chamber shall prepare a sufficient number of ballots for each regu-lar member. The records of the Chamber shall be conclusive in determining the members enti-tled to receive such ballots. The ballots shall be distributed to the members in such a manner as to allow each member at least ten (10) days from the distribution of the ballots to vote. Ballots may be distributed in person, facsimile, by mail, by e-mail, or by any manner or combination thereof as may be approved by a majority of the Board. Those members who timely respond after proper notification and distribution of ballots shall constitute a quorum. Promptly after the voting deadline, the Executive Board shall tabulate the ballots received and shall certify the re-sults.
ADOPTED BY THE BOARD OF DIRECTORS OF THE CENTRAL FLORIDA BRAZILIAN-AMERICAN CHAMBER OF COMMERCE, INC. ON THIS 17th DAY OF DECEMBER 2019.