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Central Florida Livery Association

By-Laws of
Central Florida Livery Association Inc.
(aka CFLA)

A Florida Not For Profit Corporation

ARTICLE 1

NAME AND PRINCIPAL OFFICE

Section 1. – Name. The name of this corporation shall be the Central Florida Livery Association, Inc. (aka CFLA) a not for profit corporation incorporated under the laws of the State of Florida.

Section 2. – Office. The principal office of CFLA shall be located in Central Florida unless otherwise determined by the Board of Directors. Additional offices may be operated in other locations as determined by the Board of Directors.

ARTICLE II

PURPOSE

The purpose of CFLA shall be to provide a regional forum for the exchange of information and views by its members, to provide a mechanism for the collection of information and statistical data, to make available the means to educate and inform its members concerning matters of mutual interest and concern, to offer its members state and local promotion and publicity and to perform all lawful acts and to perform such duties as will benefit the CFLA and its members.

Notwithstanding, the foregoing, or any subsequent paragraphs in these by-laws, the corporation will not engage in any transaction or activity incompatible with qualification as an exempt organization under Internal Revenue Code Section 501 (C).

No part of the net earnings, properties or assets of this corporation, on dissolution or otherwise, shall be inure to the benefit of any private person or individual or any member or director of this corporation. Any remaining after paying or providing for all debts and obligations shall be distributed and paid over to such fund, foundation or corporation organized and operated for educational or charitable purposes as the board of directors shall determine, and as shall at the time qualify as a tax-exempt organization under Internal Revenue Code Section 501 (C). The corporation shall have duration of at least ten years from the date of filing of articles.

ARTICLE III

MEMBERSHIP

Section A. – Types of Membership. There shall be the following types of memberships.

Active Members. The designation “Active Member” shall apply to individuals and entities, which meet the following qualification:

Own or be an officer or designated representative of a livery business in the Central Florida area that has physical control of one or more livery vehicles, meeting all applicable licensing and regulatory requirements, in which all vehicles owned or operated by the individual or entity are offered on a prearranged basis to the public for hire and travel over irregular routes.
Are recommended for membership by a majority of the Board of Directors.
Are accepted for membership after 30 days of publication in our official Newsletter / notice of membership meeting, provided there are no objections received in writing and that they have been fully investigated by the membership committee.
Have paid their dues set by the Board of Directors.
All active members shall be entitled to vote at meetings of the membership and shall be eligible to serve as directors and officers in accordance with these Bylaws.

Trade Members. The designated Trade Member shall apply to individuals and entities which meet the following qualifications:

Own/operate or represent a trade or allied business locally, or within Florida or the United States of America and/or Canada, which provides products, merchandise or services related to or necessary to, or reasonably required by, those owning or operating livery businesses.
Are recommended for membership by a majority of the Board of Directors.
Are accepted for membership by vote of the Board of Directors of the CFLA.
Pay any fees or dues established for that particular member by the Board of Directors.
Trade members shall be entitled to attend all open meetings of the CFLA, but shall not have the right to vote. A Trade Member can be appointed by the board as a non-voting member to fill the position of secretary or Allied trade member chairperson (per article VIII, Section A).

Honorary Members. As appointed by the Membership Committee and the CFLA Board of Directors. In considering persons for honorary membership the Board of Directors shall take into account such person’s activities in, contributions to, or potential contributions to the industry. Honorary members shall be entitled to attend all open meetings of the CLFA, but shall not have the right to vote or hold elective office.

Chauffeur Member. As appointed by the Membership Committee and the CFLA Board of Directors. In considering persons for chauffeur membership, the Board of Directors shall take into account such person’s activities in, contributions to, or potential contributions to the industry. Chauffeur members shall be entitled to attend all open meetings of the CFLA, but shall not have the right to vote or to hold elective office.

Section B. – Termination and/or transfer of Membership. Any regular Active Member who shall cease to be an owner or officer of a limousine business shall automatically cease to be a member of the CFLA. Upon written request to the Board of Directors they may retain an honorary membership. Honorary and chauffeur memberships are not transferable. Membership shall terminate upon death or resignation of a member or upon the failure to pay dues or expulsion or suspension under the Bylaws.

Section C. – Suspension and/or Expulsion. Members of any classification shall be automatically suspended for not paying the current years dues. Members may be expelled and/or suspended for cause by two-thirds (2/3) vote of those present at any meeting of the Board of Directors. The Board of Directors shall be the sole judge of sufficiency of such cause. Provided that for a member to be suspended for cause, the member must be advised of the reason for suspension and given an opportunity to defend him or herself prior to the suspension. If after thorough investigation it is proven that the member has broken any applicable Federal, State or municipal regulations, his or her membership and its benefits can be suspended for up to two years. For the purpose of this section two-thirds shall not be less than three (3) Board Members.

Section D. – Reinstatement. Any former member who has resigned or has been suspended or expelled for nonpayment of dues and who desires to be reinstated with a continuous membership must make payment of all dues in arrears. If, however, a continuous membership record is not desired, such member may be reinstated, if qualified for membership, by paying current year’s dues. Any other former member may be reinstated by the Board of Directors at a time and upon such conditions as the Board of Directors may see fit.

ARTICLE IV

DUES

Section A. – Amount and Due Date. The Board of Directors, if any, for all classes of membership shall establish dues and the initiation fee. All annual dues shall be paid by the thirty-first (31) day of December. Any renewal application and dues not received by the 31st of December of the current year for the next year will incur a late fee of $50.00 to be paid with renewal application and set yearly dues. Any application for membership after June thirtieth (30) will be prorated.

Section B. – Delinquent Payment. Any of the CFLA members who are delinquent in the payment of dues for a period of thirty (30) days shall be notified of such delinquency and advised that the member will be suspended at the end of sixty (60) days of his/her anniversary date or the date of membership renewal established by the Board of Directors. The member will be automatically suspended pursuant to Article 3, Section C, if payment is not made by the end of sixty (60) days from the anniversary date. During a period of suspension, a member shall not be entitled to any services of the CFLA. Reinstatement of a member delinquent greater than 30 days will incur an additional charge of $50.00 for reinstatement of such member. Upon application the Board of Directions, at its sole discretion, may postpone the due date of dues of any member.

Section C. – Refund of Dues. No dues shall be refunded to any member whose membership terminates for any reason.

Section D. – Process for Renewal of Dues. At the October meeting, renewal applications will be available on-line at (?) via requested fax, or at the October Meeting. Renewal invoice for dues will be sent to each member who is listed as a current member of CFLA as of October of the current year on November 1st.

Section E. – Dues for Trade Members. Trade Members who want to be members of CFLA only will submit dues directly to CFLA. Trade Members who wish to be included in statewide associations will submit their dues to the (FTGA).

ARTICLE V

MEETINGS AND ELECTIONS

Section A. – Meetings and Membership Quorum. A minimum of nine (9) regular and one annual meetings of the CFLA will be held during each calendar year on such dates and at such times and places as shall be determined by the Board of Directors. Active members are required to attend a minimum of six (6) of the nine (9) regular meetings. The Board of Directors may call special meetings of the CFLA on such dates and times and at such places as the Board of Directors shall determine. Fifty (50) percent of the voting members of the CFLA, who must be present in person, shall constitute a quorum. A quorum is required for the transaction of business at any such regular or special meeting. A majority vote of those present in person at each regular or special meeting shall be necessary to take any action, unless otherwise specified herein.

Section B. – Notice of Membership Meetings. Notice of the date, time, place and purpose of any meeting of the members of the CFLA shall be given in writing, placed in the United States mail, postage paid, addressed to each member of the CFLA at the address on file with the secretary, or by a facsimile machine or e-mailed prior to the date fixed for such meeting.

Section C. – Action by Members without a Meeting. Whenever members are required or permitted to take action by vote, such action may be taken without a meeting by written consent, setting forth the action so taken, signed by a majority of the members entitled to vote thereon. Returned, tallied and published results will go to the Board.

Section D. – Voting by Active Members. At any such meeting, each active member of the CFLA whose dues are fully paid for the current fiscal year, and who is properly registered, shall be entitled to one vote in person per registered company. Registration shall be in such a manner as may be prescribed from time to time by the Board of Directors.

Section E. – Order of Business. The order of business at all meetings shall be as follows:
Welcoming Statement by President.
Roll Call.
Reading of minutes of the preceding meeting.
Treasurer’s Report.
Old and unfinished business.
New Business.
Annual Meeting, Election of Officers and Directors
Adjournment.

Section F. – Nomination of Directors and Officers. – Sixty (60) days prior to the annual meeting the CFLA secretary will send out nomination ballots to all voting members. Nominations must be returned within 15 days to the CFLA address, e-mailed to the President, which ballots will then be turned over to the chairman of the nominating committee.

Section G. – Election of Officers. Beginning with the 20?? annual meeting of the members of the CFLA there shall be elected by a majority of the members voting, a President, Vice President, Secretary/Treasurer, and four (4) Directors, each of whom shall hold office for a term of one (1) year and not more than five (5) consecutive terms or until the successor of each shall have been duly elected and qualified. All eligible candidates must be an active member for a minimum of twelve (12) months, and have attended at least 2/3 of the meetings over the past twelve (12) months.

ARTICLE VI

BOARD OF DIRECTORS

Section A. – Authority and Responsibility. The Board of Directors shall have the supervision, control and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the Bylaws, shall actively prosecute its objectives and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such as it may consider necessary.

Section B. – Composition. Following the 20?? Annual meeting and election of officers, the Board of Directors shall consist of:
President.
Vice President.
Secretary
Treasurer.

Section C. – Failure to Attend Meetings. Any elected director who fails to attend three (5) regular meetings during his/her tenure due to unexcused absence may be removed from such office by a majority vote of the directors present at any meeting of the Board of Directors.

Section D. – Meetings. One regular meeting of the Board of Directors shall be held immediately before the annual meeting of the members of the CFLA and eight (8) shall be held during each year at a time and place fixed by the Board of Directors. The President must notify the Board of Directors of the meeting date at least fifteen (15) days prior to the meeting. An agenda of items must be placed with the President no later than ten (10) days prior to the date of the meeting and said agenda should be mailed or faxed to the board members five (5) days prior to any meeting. Special meetings of the Board of Directors may be called at any time by the President or any three (3) directors. Ten (10) day written notice by mail or fax of the time and place of the holding of any special or regular meeting of the Board of Directors shall be given to each director. Any meeting of the Board of Directors may be adjourned to the same or another place or time without further notice to all directors. All meetings of the Board of Directors shall be conducted in accordance with Robert’s Rules of Order, Revised, when not in conflict with these Bylaws. At all meetings of the Board the President, or in his absence the Vice President, or if neither are present a chairman chosen by the board, shall preside. Meetings shall be held at such place or places as the Board of Directors may designate.

Section E. – Quorum. A majority of directors shall constitute a quorum, which is required for the transaction of all business, except that a lesser number may adjourn any meeting to another time or place or may fill a vacancy in accordance with Article V, Section F. Except as otherwise provided in these Bylaws or by State or Federal law, a majority of a quorum of directors present shall have the power to act.

Section F. – Vacancies. Vacancies occurring in the Board of Directors for any reason except the removal of directors without cause may be filled by a vote of a majority of the directors then provided in the Article of Incorporation. Vacancies occurring by reason of the removal of directors without cause shall be filled by vote of directors. A director to fill a vacancy caused by resignation, death or removal shall be elected by the Board of Directors to hold office for the unexpired term of his predecessor, regardless of the time left.

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