Bylaws – Alachua Business League

ALACHUA BUSINESS LEAGUE, INC.

AMENDED BYLAWS

ARTICLE I Organization Name and Fiscal Year

The name of the Corporation shall be the Alachua Business League, Inc. The fiscal year of this Corporation shall be January 1 through December 31.

ARTICLE II Purpose

The purpose and function of the Corporation are set forth in the Articles of Incorporation and in the Mission Statement.

ARTICLE III Membership

Section 1. Membership: Membership shall be one class.

General Membership: Any one person or entity may hold no more than one membership. The rights and privileges of all members shall be equal. Each member shall be entitled to one vote per membership.

Any person, association, corporation, partnership or entity that agrees to further the purpose of the Corporation as described in Article II, pays the dues and abides by all rules and regulations adopted by the Corporation is eligible for membership in this Corporation.

Section 2. Application: The Board of Directors shall prescribe the form and manner in which application may be made for membership; The Board of Directors shall review all applications of potential members at the first board meeting following the submission of said application. Applicant shall become a member upon acceptance and payment of the regularly scheduled dues as provided in the Bylaws. No member shall have any right, title, or interest in any of the property of this Corporation.

Section 3. Denial: The Board of Directors shall have the right to refuse any application for any reason which to them shall seem sufficient, provided, however, that such refusal shall be a majority vote of those present at a board meeting of which there shall be a quorum. Should an applicant be denied, the decision may be appealed by the applicant by submitting their appeal in writing to the Board of Directors.

Section 4. Resignation: Resignation from membership in this Corporation shall be sent to the Board of Directors. Membership may be revoked only for nonpayment of dues or activity contrary to the corporate purpose as described in Article II. When a member’s connection to the Corporation i[1]s severed, they shall cease to have any interest in the Corporation whatsoever, or its property, affairs or franchise.

Section 5. Membership Fees and Dues: At its Annual Meeting, the Board of Directors shall determine the amount of initiation, if any, the amount of annual dues and any pro-ration formulas, payable to the Corporation by members. Dues shall be payable in advance on the first day of each year or as prescribed by the Board of Directors. Dues of new members may be prorated by the Board of Directors for the remainder of the fiscal year and shall be payable, together with any initiation fee, at the time the new member is accepted into membership.

Section 6. Member Quorum and Voting: Twenty five percent (25%) of the members entitled to vote will constitute a quorum at a meeting of the members. If a quorum is present, the affirmative vote of a majority of the members represented at the meeting will be the act of the members. Action shall be taken pursuant to a motion, a second, discussion of the motion and then by a majority of votes either approving or denying the motion.

Section 7. Compensation: No dividend may be paid, nor any part of the income or profit of the Corporation distributed to its members, Directors or Officers. The Corporation shall reimburse its members, Directors or Officers for expenditures made on behalf of the Corporation and authorized by the Board of Directors. If the member declines the reimbursement, financial records shall be noted as a donation to the Corporation. Services rendered to the Corporation by a member may be compensated, provided the member’s proposal is considered to be in the best interests of the Corporation. Should a member donate their professional goods or services, those donations shall not be considered “volunteerism” but rather “donated services”. The Corporation may confer benefits and recognition upon its members in conformity with its purpose.

ARTICLE IV Board of Directors

Section 1. Function: All corporate powers, business and affairs will be exercised, managed and directed under the authority of the Board of Directors (whether defined as directors, managers or trustees in the Articles of Incorporation). The Board of Directors may delegate the performance of any duties or the exercise of any powers to officers and agents designated by the Board of Directors.

Section 2. Qualifications: Directors must be natural persons of eighteen (18) years of age or older and members of the Corporation.

Section 3. Liability: The Board of Directors shall not be personally liable for the Corporation’s debts, liabilities or other obligations.

Section 4. Number of Directors: The authorized number of the Directors of this Corporation shall [2]be neither less than five (5) nor more than twelve (12).

Section 5. Nomination and Election: Any member of the Corporation may nominate a candidate for Director within sixty (60) days prior to the election. Said nominees shall be presented in writing to the General Membership at least fifteen (15) days before the election. Additional nominations may be made from the floor at the annual meeting by any member in good standing. The election of Board Members shall take place at the final General Membership meeting of the year or at a Special Meeting called for this purpose, in accordance with the Member Quorum and Voting procedure as set forth in Article III, section 6 above. Candidates with the greatest number of votes shall be elected to the Board of Directors. Each board member shall be elected to serve a term of two (2) years. All newly elected Board Members shall be seated at the regular January Board meeting and shall be participating members thereafter. Retiring Directors shall continue to serve until their successor will have been seated. Voting shall be by written or electronic ballot, unless otherwise decided by the members present at the meeting.

Section 6. Board Quorum and Voting: A majority of the Board Members entitled to vote will constitute a quorum at a meeting of the Board. If a quorum is present, the affirmative vote of a majority of the Board Members represented at the meeting will be the act of the Board. Action shall be taken pursuant to a motion, a second, discussion of the motion, then by a majority of votes approving or denying the motion.

Section 7. Vacancies: In the event of a vacancy on the board due to resignation, removal, or other reasons, the Board of Directors may exercise the option to appoint a replacement to serve until the next annual meeting, at which time an election shall be held to fill the unexpired term.

Section 8. Removal: Any board member may be removed by a quorum of the board members who are entitled to vote. Any board member absent from three (3) consecutive meetings will be considered to have resigned from the Board. A board member may resign by notifying the Board in writing. A board member who has been removed may appeal the removal by submitting their appeal in writing to the Board of Directors for further consideration.

Section 9. Officers: The officers of the Corporation shall be President, Vice President, Secretary and Treasurer to manage day-to-day operations of the Corporation and to conduct meetings. The Board of Directors may elect or appoint officers at the Annual January Meeting of the Board of Directors. If the election of officers is not held at the Annual Meeting, an election shall be held as soon thereafter as may be convenient. New offices may be created and filled at any meeting of the Board. The same person, except the offices of President and Secretary, may hold any two (2) or more offices

Section 10. Replacement of Directors: Whenever a vacancy exists on the Board of Directors, below the minimum of five, the vacancy shall be filled by appointment by a majority of the remaining Directors at a regular or special meeting of the Board. Any person appointed or elected to fill the vacancy of a Director must have the same qualifications as were required of the Director whose office was vacated and shall hold office for the remainder of the unexpired term.[3]

Section 11. Compensation: No member of the Board of Directors shall receive compensation from the Corporation for service on the Board.

Section 12. Officers’ Responsibilities:

A. The President shall:

be computer literate with access to a computer and the internet;
be the chief executive officer of the Corporation and shall exercise general supervision and control over all activities of the Corporation and preside at all meetings of the members and Board of Directors;
communicate with officers and event chairs in an effective and efficient manner;
serve as primary liaison with the City of Alachua and the Alachua Chamber of Commerce;
Monitor the organization’s strategic plan and annual budget;
with the advice of counsel of the Board, determine all committees and program activities, develop the organization’s strategic plan, be responsible for oversight of all monetary receipts and expenditures and be responsible for legal compliance of all activities of the organization;
perform all other duties generally incident to the office of the President and any other duties prescribed by the Board of Directors

B. The Vice President shall:

be computer literate with access to a computer and the internet;
in the event of the absence or inability of the President to exercise office, become acting President with all the rights, privileges and powers as if said person had been duly elected President;
serve as advisor to the President and to the committees;
assemble information and data and cause to be prepared, reports as directed by the Board;
attend meetings and serve as second-chair on events/activities as needed;
communicate with officers and event chairs in an effective and efficient manner;
serve as secondary liaison with the City of Alachua and the Alachua Chamber of Commerce;
perform all duties generally incidental to the office of Vice President.

C. The Secretary shall:

be computer literate with access to a computer and the internet;
have custody of and maintain all corporate records except the financial records;
attend meetings and rec[4]ord and distribute the Minutes of all regular and special meetings of the members and of the Board of Directors and post as appropriate to website;
send notices of meetings;
be responsible for the distribution of public service announcements and member announcements;
be responsible for authenticating records of the corporation;
maintain accurate, up-to-date membership records;
communicate with officers and event chairs in an effective and efficient manner;
perform such other duties as may be prescribed by the Board of Directors or the President or duties generally incidental to the office of Secretary.

D. The Treasurer shall:

be computer literate with access to a computer and the internet;
retain custody of all corporate funds and financial records;
maintain full and accurate accounts of receipts and disbursements and render accounts thereof whenever required by the Board of Directors or the President;
pay invoices only as approved by the President;
make deposits in a timely manner;
file all required fiscal and legal reports in an accurate and timely manner, including, but not limited to, the Florida Division of Corporations Annual Report, file required tax forms and file the Internal Revenue Service Tax Return;
communicate with officers and event chairs in an effective and efficient manner;
perform all duties generally incidental to the office of Treasurer.

ARTICLE V Meetings

Section 1. Meetings: All meetings shall take place at times and places designated by the Board of Directors. The Secretary shall make a diligent effort to notify and provide an agenda to all members in good standing prior to the commencement of all meetings. Minutes will be kept of all meetings and made available to the general membership for review.

Section 2. Member Meetings: An Annual General Membership meeting shall be held in the 4th quarter of each year. General Membership meetings shall take place at least four (4) times a year.

Section 3. Special Meetings: The Board of Directors may call special meetings of the members.

Section 4. Board Meetings: An Annual Meeting of the Board of Directors shall be held following the Annual Meeting of the members. Additional Board Meetings may be held throughout the year.

Section 5: Electronic Meetings: Ele[5]ctronic meetings may be conducted for the General, Board or Committee meetings, or any other meeting, provided a majority of the members have access to participate. These electronic meetings shall be subject to the rules adopted by the Board to govern them, which may include any reasonable limitations on, and requirements for, Board members’ participation. A vote conducted through the electronic meeting shall be deemed a ballot vote, fulfilling any requirements in the bylaws or rules that a vote be conducted by ballot. Any minutes of the meeting shall be distributed to the members of the board or committee.

ARTICLE VI Books and Records

Section 1. Records: The Corporation shall keep as records:

minutes of all meetings of its members and Board of Directors;
accurate accounting records;
a record of its members in a form that permits preparation of a list of the names and mailing addresses of all members in alphabetical order;
a copy of the Corporation’s Articles of Incorporation or restated Articles of Incorporation and all amendments thereto currently in effect;
a copy of the corporation’s Bylaws or restated Bylaws and all amendments there to currently in effect;
the most recent annual report delivered to the Department of State and the most recent Federal Income Tax Return filed with the Internal Revenue Service.

ARTICLE VII Amendments

These Bylaws may be altered, amended or repealed, or new Bylaws may be

adopted by a majority vote of the full Board of Directors.

ARTICLE VIII Dissolution

Upon dissolution or final liquidation of the Alachua Business League, Inc., all assets of whatever nature which remain after just debts and liabilities have been satisfied shall be distributed to the Education Foundation of Alachua County, Inc.. No part of the net balance shall ensure to the benefit of any member or be distributable to its members or officers.

Alachua Business League, Inc By-laws amended 6/2024