BY-LAWS OF THE TAMPA BAY BUSINESS GULD
Reviewed January, 2005
ARTICLE ONE: NAME
The name of the organization shall be the “Tampa Bay Business Guild, Inc.,” hereinafter referred to as “the Guild” or “TBBG.”
ARTICLE TWO: MISSION AND OBJECTIVES
Section 2.1. Mission.
The mission of the Guild is to promote a strong and visible gay business community.
Section 2.2. Objectives.
The Objectives of the Guild are to provide, promote, develop and maintain a networking and educational organization for the promotion and support of businesses, trades and professions of the gay, lesbian and gay-friendly community.
ARTICLE THREE: MEMBERSHIP
Section 3.1. Non-discrimination.
The criteria used to grant or deny membership shall not violate any federal, state, or other applicable law or regulation. Membership shall be open to all individuals who desire to promote the participation of gays and lesbians in business, trade or profession.
Section 3.2. Application for Membership.
To become a member of the Guild, an individual must:
a.) Submit a completed and truthful membership application, accompanied by the applicable membership dues, to the representative designated for that purpose by the President;
b.) Agree to comply with the provisions of these By-Laws regarding confidentiality and use of Guild records;
c.) Be accepted by a majority vote of the Board of Directors.
Section 3.3. Membership Categories.
Categories of Membership shall be as follows:
a.) (1) Business. There shall be two categories of Business Membership: “Corporate” membership and “Individual” membership. A Corporate membership shall be defined as membership in the name of a business entity, and an Individual membership shall be defined as membership in the name of an individual(s) who represents a business entity.
a.) (2) A Corporate Membership, at the discretion of the Board of Directors, convey selected privileges of full membership to more than one owner, officer or employee of the business entity. Said privileges may be accorded to the business entity by gross number of eligible entity representatives without regard to the name of any individual representative. Whenever these By-Laws accord a member the opportunity to vote on a matter, a Corporate member shall have only one vote despite the number of representatives it may have been permitted to designate.
a.) (3) In the case of an Individual Membership, one representative of a business entity must join as a member in his or her name; other representatives in the same business may join at a reduced Business Associate rate.
a.) (4) The Board of Directors shall establish the dues structure for each category of Business Membership. The Board may also, in its discretion, establish a tiered dues structure for Corporate memberships, depending on the number of entity representatives the Corporate member wishes to enjoy available Business Membership privileges.
b.) Social. A Social Membership shall be defined as a member who does not enjoy all of the privileges of a Business Membership. A Social member, for example, may not promote a Business nor have a Business listing in the Guild Directory or website.
c.) Non-profit. A Non-profit membership shall be defined as a business entity or individual who is, or who represents, a community-based social/service organization. Said member shall be extended a reduced annual Membership rate.
Section 3.4. Membership Privileges.
All members in good standing shall be entitled to:
a.) Eligibility for election to the Board of Directors;
b.) Receive all publications, notices, and membership communications of the Guild;
c.) Attend the regular meetings of the Board of Directors;
d.) Attend all Guild functions at the Individual Member rate when proper reservation procedure has been followed;
e.) Request that a subject be added to the agenda for the next scheduled general meeting or meeting of the Board of Directors. Such requests must be in writing and submitted to the Secretary at least ten (10) days before the meeting.
f.) All other membership privileges as granted to Members by the By-Laws, Board of Directors and Membership.
Section 3.5. Revocation of Membership
a.) Basis for Revocation. Membership may be revoked if a member knowingly acts in opposition to the purpose of the Guild, or violates the obligation of Confidentiality, as set forth in these By-Laws.
b.) Process of Revocation. In the event of a proposed revocation of Membership, the Member whose membership is being challenged shall be notified, in writing, of such intended action, and shall be entitled to a reasonable opportunity to be heard prior to the Board of Director’s vote to revoke membership. Said notice shall be presumed to have occurred ten (10) days after the date of mailing of the notification letter, addressed to the person/entity whose membership is being challenged at the Address of Record. Revocation of Membership requires a three-quarters (3/4) vote of the Board of Directors. Prepaid dues shall not be refundable.
Section 3.6. Dues.
The Dues of the Guild shall be payable annually, in advance, on the first date of the initial membership and annually, thereafter, on such date as the Board may establish. (the “Dues Date”).
a.) Dues shall be payable to the “Tampa Bay Business Guild, Inc.” or “TBBG.”
b.) Amount of Dues shall be set by a two-thirds (2/3) majority of the Board of Directors.
c.) A Member whose dues have not been paid in full shall no longer be considered a Member in good standing. Membership of a Member who has not paid Membership dues in full on or before the above-referenced Due Date, shall be automatically revoked.
ARTICLE FOUR: MEETINGS
Section 4.1. Order.
Meetings shall be conducted according to Roberts Rules of Order. In the event of a conflict between Roberts Rules of Order and the provisions of the By-Laws or Articles, the provisions of the By-Laws or Articles shall apply, as applicable.
Section 4.2. (General) Membership Meetings
a.) A General Membership meeting shall be held once monthly, unless the Board of Directors votes to cancel a particular meeting for special circumstances;
b.) All members present at the General Meeting shall constitute a quorum for that meeting and all matters coming before that meeting shall be decided by a simple majority vote;
c.) The Board of Directors has the authority to bar any Member or Non-Member from attending future General Meetings upon the same terms as the Board may deny or revoke membership to the Guild.
Section 4.3 Board of Directors Meetings
a.) The Board of Directors shall meet once each month;
b.) Special meetings of the Board or Directors may be called by the President of the Guild upon approval of the majority of the Board of Directors, or by petition of three (3) of its Directors;
c.) Every effort shall be made to notify all members of the Board of Directors of the scheduling of a Special Meeting of the Board of Directors.
ARTICLE FIVE: GOVERNMENT
The Guild shall be governed by the Membership through the Board of Directors. The Board of Directors shall be the administrative body of the Guild, vested with full power to conduct all Guild business. The Board of Directors shall consist of a minimum of nine (9) members elected at large. Moreover, additional directorship positions may be added upon a two-thirds (2/3) vote of the full Board of Directors at a duly held Board meeting. Additional directorship positions created may be deleted by a two-thirds (2/3) vote of the full Board of Directors.
Section 5.1. Board of Directors – Elections and Term of Office
a.) The term of office shall be three (3) years, and at least three (3) new directors shall be elected by the Membership at the April General Meeting each year. If additional directorship positions are created, Directors in those added positions shall serve a three (3) year term, at the conclusion of which, the position shall filled at the April General Meeting in the year the Director’s term ends;
b.) The term of new Board Members shall commence at the start of the Board of Director’s meeting following the General Meeting at which they were elected;
c.) A vacancy occurring less than six (6) months prior to the end of a vacating Director’s term shall be filled by a majority vote of the remaining Directors. A vacancy occurring six or more months prior to the end of a vacating Director’s term shall be fill by a vote of the Members at a duly held General Meeting.
d.) A Director’s term will automatically cease if he/she ceases to be a member of the Guild.
e.) Election Procedure. At the March Board meeting the Vice President shall present at least one name for each open Board seat, and any Member in good standing may request their name to be placed in nomination. All nominees must have expressed their consent for nomination and must understand the duties and responsibilities of Board membership. Nominations may be accepted from the Membership at the April General Meeting prior to the election. Written ballots shall be provided to all Members in attendance at the April General Meeting. The Vice-President shall appoint at least three (3) Guild Members to collect and count the ballots, and to report the results to the President.
Section 5.2. Quorum
A quorum shall consist of two-thirds (2/3) of the total number of Directors (in whole numbers).
Section 5.3. Duties of Directors
Duties include, but are not limited to the following:
a.) Attend all Board of Directors meetings. A Director who misses two (2) out of three (3) consecutive regularly scheduled Board meetings shall be removed from office, unless the remaining Directors vote to continue that Director’s tenure;
b.) Decide the policies and actions of the Guild and implement the objectives of the Guild;
c.) Receive and review committee recommendations
d.) Adopt a proposed annual budget and provide an annual review of the financial records;
e.) Approve all expenditures of greater than one hundred dollars ($100.00);
f.) Create and charge standing and ad hoc committees;
g.) Establish policies related to managing and directing the Guild;
h.) Record Minutes of all Board Meetings and make same available to the Membership upon request;
i.) Unless otherwise specified by these By-Laws, the Board shall be empowered to conduct any and all business of the Guild, by a majority vote of a quorum of Directors.
Section 5.4. Officers of the Guild
The Officers of the Guild shall be elected by a majority of the Board of Directors, and offices shall include: President, Vice President, Treasurer, and Secretary. Said officers’ terms shall be one (1) year, beginning upon their election at the April Board Meeting. Officers must be Members of the Board of Directors, and if an Officer ceases to be a member of the Board of Directors, he/she shall automatically cease to be an Officer. If an Officer is determined to be not performing the duties of his or her office, that officer may be removed from said office by a 2/3 majority vote of the Board, with a ten (10) day written notice, giving the Officer an opportunity to adjust performance.
a.) President: The President shall preside at all meetings of the Board of Directors, shall see that orders and resolutions of the board of Directors are carried out, and shall sign all notes, contracts, leases, mortgages, deeds, and other written instruments required to be executed by or on behalf of the Guild;
b.) Vice President: The Vice-President shall perform all duties of the President in the absence of the President, shall act as Parliamentarian for the Guild, and shall have such other and further duties as may be assigned by the Board;
c.) Secretary: The Secretary shall record the votes and keep or cause to be kept, the minutes of all meetings of the Board of Directors, shall provide copies of the minutes to the Board, and make said minutes available to Members, upon their request; shall see that all notices are duly given as required by these By-Laws, Articles, policies or rules and regulations of the Guild; archive or cause to have archived appropriate records; and such duties as may be assigned by the President of the Board.
d.) Treasurer: The Treasurer shall be responsible for receipt, deposit and accounting of the general funds of the Guild; shall approve unbudgeted expenditures of under one hundred dollars ($100.00); shall provide the Board a monthly financial report, including Statement of Revenue and Expenditures; shall act as Chair of the Finance Committee; shall propose an annual budget for review of the Board; shall prepare and provide the Board with end-of-the-year Balance Sheet and Income/Expense Summary at the close of the Fiscal year; and shall, in general, perform all duties incident to the office of Treasurer, and such duties as may be assigned by the President of the Board.
Section 5.5. Administrator
An Administrator shall be responsible for various tasks, including notification to Members of meeting; shall maintain or cause to be maintained, a list of all Members’ names and addresses; and shall, in general, perform all duties as the Board of Directors shall designate. The Administrator shall not be considered a member of the Board of Directors, and shall be paid for his/her services at a rate approved by a majority vote of the Board of Directors.
ARTICLE SIX: INDEMNIFICATION AND RELEASE OF OFFICERS AND DIRECTORS
Section 6.1. Indemnification and Advancement.
The Guild shall indemnify any current or former Officer or Director of the Guild to the fullest extent required by applicable law. In addition, the Guild shall indemnify any current or former Officer or Director of the Guild both as to his/her official capacity, and as to action in another capacity while holding office, to the fullest extent allowed by applicable law. To the extent allowed by applicable law, such indemnification will include all liability and expenses, including, without limitation, reasonable attorney’s fees and costs, whether incurred in litigation, appeal, or arbitration.
Section 6.2. Advancements.
To the fullest extent allowed, and in a manner provided by applicable law, the Guild shall pay the expenses incurred by an Officer or Director on defending an aforementioned civil proceeding in advance of the final disposition of such proceeding. Such advance payment shall be made by the Guild on the earliest date that the minimum legal requirements for such advance payment have been met.
Section 6.3. Rights of Indemnification and Advancement Cumulative, Not Exhaustive.
The rights of indemnification and advancement provided in these By-Laws are not exclusive of and will not be deemed to limit, in any way:
a.) The powers of the Guild to advance expenses or to indemnify any Officer or Director;
b.) The right of any Officer or Director to be indemnified by or seek advance payment of expenses from the Guild by or under common law or statuary law of the State of Florida, these By-Laws, or through application to the Circuit Court, or otherwise;
c.) The power of the Circuit Court or any Court to order the Guild to advance payment or to indemnify an Officer or Director.
ARTICLE SEVEN: GUILD RECORDS
a.) All members, guests, candidates for membership, merchants and service personnel with whom the Guild has business or any other association, shall have, at that person or entity’s election, the right and privilege of declaring that their name and/or address be held in confidence by the Guild;
b.) Any list, record, or database/electronic database maintained by the Guild, for any purpose, including, but not limited to, mailings and membership records, shall not be made available to or used by any individual or organization for any purpose other than Guild-approved business;
c.) Electronic Communications, Policies and Operating Procedures are as approved from time to time by the TBBG Board of Directors and maintained by the Administrator and Technical Committee
ARTICLE EIGHT: AMENDING BY-LAWS
Recommendations for changes, revisions or amendments to these By-Laws may be made by any Member or by the Board of Directors.
a.) Recommendations must be submitted to the Board in writing;
b.) An Ad Hoc Committee will be appointed by the President to review such recommendations for form, continuity, accuracy and relevance to the operation of the Guild;
c.) The Committee Chair will offer for discussion and approval the proposed changes and amendments determined to be necessary;
d.) Changes and amendments approved by the Board shall be put before the Membership, by mail, for a vote of acceptance
e.) An affirmative vote by two-thirds (2/3) of the responding Members is required for passage of a change, revision, or amendment of these By-Laws.
f.) Simple amendments can be voted on at General Meetings and require a two/thirds (2/3) affirmative vote.
ADDENDUM TO THE BY LAWS
Policies on the Web Pages and E-mail
Background: Early in 2001, the TBBG Board of Directors approved a set of guidelines and policies covering the use of the Web pages and Guild e-mail accounts. It was decided to place heavy emphasis on protecting the privacy of Guild members. These guidelines and policies are intended to ensure that the internet resources of the Guild are not misused.
· Privacy
We do not, and will not, collect any information from the web pages that
identifies individual visitors or computers. All of the content of these pages
is under the control of the TBBG, including the graphics for all banner ads,
and we will ensure that nothing on our pages violates this promise.
We do collect data to assist us in maintaining and improving our web pages.
This data tells us such things as which pages are most and least popular, what
parts of the world our visitors come from, and what versions of software they
use to view the pages.
The Web pages will not contain anything that can examine or modify the contents
of your computer's files.
The Web pages include numerous links to other web sites, which are external to
ours. We have no control over the content of these external sites. The policies
here apply only to TBBG web pages.
If we detect that an attempt is made to do damage to our web pages, or to impede
normal access to them, we will use our resources to identify the source, and
will take any actions necessary to prevent such activities.
· Web Content
The content of these Web pages will be determined by the Board of Directors. Nothing can be included without approval. The Board will base its decision primarily upon the content's relevancy to the Guild's objectives, although its value to the membership and the community at large will also be considered.
· Advertising
The Guild will provide advertising space on the Web pages ("banner ads"). The Guild reserves to right to reject any advertising that violates our policies or is inappropriate, as determined by the Board of Directors.
· Email
All e-mail receive will be handled in confidence by the Board of Directors. We will not disclose either the sender's
e-mail address or the content of any e-mail to anyone without permission.
The Guild may periodically send e-mail to members or other interested people
who have given their approval to receive such mailings.
Addendum to By-Laws of June 2001
Reviewed January, 2003