ARTICLE I - NAME

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1.01 The name of this organization shall be the Puerto Rican Chamber of Commerce of Central Florida. The organization shall hereinafter be referred to as "The Chamber". 

 

ARTICLE II - MISSION STATEMENT 

 

Vision 

 

2.01 The Puerto Rican Chamber of Commerce of Central Florida is organized for the purpose of becoming an influential voice of the business community by being a Chamber of Commerce that embodies integrity, credibility, and an advocate for the entrepreneurial spirit. 

 

Mission 

 

2.02 As the voice of the Small Business Community for Central Florida, The Chamber works to ensure the region is a vibrant and prosperous place to carry on business while developing relationships. The Chamber seeks to maintain and enhance a strong socially responsible business climate based on the principles of free enterprise and fair profit in our Community. We are committed to advancing existing business and attracting new economic opportunities and constructively influencing public policy to support entrepreneurial spirit. We value the culture and diversity, while embracing economic prosperity and innovation as key components to the quality of life we enjoy. We consistently work to build value for our members in new and innovative ways.  To become a world class Chamber of Commerce by standing out as a valuable, trusted and credible asset to members and corporate partners, by being the quest of excellence with the mentality of opened doors and impartiality. 

 

Limitations

 

2.03 The Chamber shall observe all local, state and federal laws which may apply to a non- profit organization as defined in the section 501 (c) (6) of the InternalRevenue Code. In all its activities this corporation shall be not-for-profit,nonpartisan and nonsectarian, and shall not discriminate on the basis of race,creed, color, age, sex, marital, handicap, veteran, or any other status.

 

ARTICLE III – MEMBERSHIP

 

Definition of Membership 

 

3.01 Eligibility: Any reputable person, sole-proprietor, associations, corporation, partnership, government agency or entity, or Estate shall be eligible for membership in the Chamber. 

 

3.02 Application: Potential members shall submit an application and pay respective dues as outlined in the memberships exhibit.

 

3.03 Membership in the Chamber shall consist of: (NOTE: memberships to be listed in order from individual to corporate)

 

3.03.1 Corporate membership shall consist of any business, association, corporation, firm, partnership, self-employed, sole proprietorship, government entity or person having good standing and an active presence in the community who has agreed to abide by the Bylaws of this organization and has paid the membership fees as assessed by the Board of Directors.

 

3.03.2 Individual membership shall consist of any individual who is self-employed or represents him/herself, having good standing and active presence in the community who has agreed to abide by the Bylaws of this organization and has paid the membership fees as assessed by the Board of Directors. Individual Members shall have the benefits as outlined in the benefits exhibit. 

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3.03.3  Associations: Any association, club or non-profit organization that is interested in the local community and/or commercial development shall be eligible for a discounted membership in the Chamber as stipulated by the Board of Directors.

 

Definition of Active Membership 

 

3.04  Active membership is defined as those members in good standing that have a right to vote at regular meetings and are entitled to serve as Officers or Directors of the Chamber. It also includes up to date payment of membership dues. 

 

Membership Investment Schedule 

 

3.05 The annual dues payable to the Chamber by members will be in such amounts that are determined by the membership type. The Board of Directors shall appoint members of a finance committee, one being the Treasurer, who will be the Chairperson for the committee. The Executive Board can make determinations that are in the best interest of the Chamber.

 

Annual Meeting

 

3.06 The Annual meeting of the Chamber for such matters as shall properly come before it shall be held in the first quarter of the calendar year. Notices of the Annual meeting of the organization shall be conducted electronically, or via regular mail, or any customary business notification method to each active member not more than thirty days or less than seven days prior to said meeting.

Regular Business Meetings

 

3.07 Regular business meetings of the members may be held as decided by the Board of Directors. Notices of such meeting shall be sent to active members in customary business notification method to the active member not more than thirty days nor less than five days prior to said meeting.

 

Special Meetings

 

3.08 Special meetings of the members may be called by any of the following:

A) The President

B) The Executive Board

C) Twenty five percent of active members who shall submit such call in writing thirty days prior to the date set for the meeting. The time, place and purpose must be stated in the notice of such special meeting, and business shall be confined to the sole purpose stated in such notice. The notice of such meeting shall be electronically mailed to the last known address of each member not more than ten days or less than three days prior to said meeting.

 

Voting Rights of Members

 

3.09 One vote per individual membership and up to three for a corporate membership in good standing is allowed. The person designated to cast this vote shall be specifically entered upon the record of the Chamber at the time of joining. The voting designation information shall be updated annually. A member may, at any time change his or its designee, as the member deems appropriate. No proxy votes shall be allowed. In the event that a tie vote occurs, the outcome shall be determined by the President of the Chamber.

Quorum of Members

 

3.10 At any duly called Meeting of the voting members, twenty five (25) percent of the total number of active members shall constitute a quorum. Only members in good standing shall constitute a vote.

 

Termination

 

3.11 Any member shall be terminated for nonpayment of dues after thirty days, or up to 60 days from the date due. Any member may be terminated by a two thirds vote of the Board of Directors at a regularly  scheduled Board meeting therefore for conduct unbecoming a member or prejudicial to the aims or repute of the Chamber, after notice and the opportunity for a hearing before the Board are afforded to the member against whom the complaint is registered. Any member may resign from the Chamber upon written notice to the Board of Directors.

 

Reinstatement 

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3.12 Reinstatement of membership in the Chamber of an expelled or resigned member shall be made by re-application for membership to the Chamber. An affirmative vote of 2/3 of all of the members of the Board of Directors shall be required to approve a reinstatement of membership, with the exception of nonpayment of dues, in which case dues will need to be paid before reinstatement. 

3.13 The death, resignation, expulsion, dissolution or closure of a business shall terminate the member's membership and all rights incidental. There shall be no refund of fees or dues. 

 

Orientation

 

3.14 At regular intervals orientation on the purposes and activities of the organization shall be conducted for the following groups: New Directors, Directors and Officers, Committee leaders, Committees and new Members. A detailed outline for orientation of each of these groups shall be a part of this organization’s guidelines.

 

Transferability of Membership 

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3.15 Membership in the Chamber shall not be transferable from one business to another or from one individual to another without Board approval.
 

ARTICLE IV - BOARD OF DIRECTORS 

 

Definition of Board of Directors 

 

4.01 All corporate powers shall be exercised by or under the authority of the Board of Directors. Such Directors shall in all cases act as a Board, regularly convened pursuant to majority vote. They may adopt such rules and regulations for the conduct of their meeting and the overall management of the corporation, as they may deem proper, not inconsistent with these Bylaws or the laws of the State of Florida. 

 

A. Any and all fiduciary duties of which are but not limited to: loyalty, integrity, honesty, and to uphold the integrity of the Chamber. 

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Composition of the Board

 

4.02 The Board of Directors shall be composed of: THE EXECUTIVE BOARD, THE ADVISORY BOARD AND THE DIRECTORS.

 

C. The Directors shall lead Chamber efforts in the following areas: Membership, Community Affairs, Communications & Marketing, Business Development, Governmental Affairs, Legal, and Information Technology. The director positions shall be brought for election on even-numbered years and filled to serve terms of two (2) years respectively, or until their successors have been elected and have qualified. Each director shall be assigned a specific functional area. Each Director shall have one vote. Additional director positions could be added by 2/3 vote approval of the Executive Board.

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Powers and Duties of the Executive Board of Directors

 

4.06 The duties of the Board of Directors shall be as follows:

 

D. Any Board member as stipulated in article 4.02, can be removed at any time with just cause by not attending 3 meetings without a proper excuse, Chamber misrepresentation, mishandling of funds, convicted of felony or illegal behavior by a two-thirds Majority vote of the Board of Directors.

 

E. Removal Proceedings may be proposed by any member of the Chambers’ Board of Directors who believes another Board member is not fulfilling their duties and responsibilities as stipulated in these bylaws, during a Board of Directors meeting.

 

F. The Board of Directors shall conduct quarterly evaluations of the performance of individual Directors in the Board to ensure they are effectively fulfilling their duties and responsibilities.

 

Quorum of Directors

 

4.07 Attendance by one member of the Executive Board of Directors, one of whom must be President or Vice-President, and 50% percent members of the Directors, shall constitute a quorum for the transaction of business at any meeting of the Executive Board of Directors. Members of the Executive Board of Directors who gave previous notice to appear telephonically, virtually or remotely shall be considered to be in attendance for record purposes. There must be a quorum for a meeting to be conducted.

 

Meetings of the Board of Directors 

 

4.08 Meetings of the Board of Directors shall be termed as either regular meetings or special meetings. 

 

A. Regular Meetings: Meetings of the Board shall be held regularly at such frequency, time and place as the Board shall from time to time determine As a matter of custom, regular meetings shall be scheduled by the President, who shall provide written notice at least three (3) days preceding the meeting to all Directors. The Annual Meeting of the Board of Directors shall be held at the same time, date and place. 

 

B. Special Meetings: Special meetings of the Board shall be subject to the call of the President or by five (5) members of the Board, provided that written notice shall be given to each Director states the purpose of the meeting and the time and place thereof, at least twenty-four (24 hours) preceding the meeting. The attendance of a Director at a meeting shall constitute a waiver of notice of such meeting. 

 

4.09 Any action by the majority of the Directors present at a meeting at which a quorum is present shall be the duly authorized act of the Board unless said act requires a greater number required by statute or these bylaws. Quorum is hereby defined as the presence of fifty percent (50%) of the number of Directors plus one (1). 

 

Indemnification of the Board of Directors 

 

4.10 The Chamber may by resolution of the Board of Directors provide for indemnification by the Chamber of any and all of its directors or former Directors against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties, or a party, by reason of having been directors of the Chamber, except in relation to matters as to which such director shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. 

ARTICLE V- OFFICERS

 

Duties of Officers

 

5.01 Officers to be nominated shall be: President, Vice President, Secretary, and Treasurer. These officers shall be elected to serve for a term of two (2) years. These officers will form the Chamber's Executive Board which is described in the following paragraph:

 

5.02 The Executive Board will act for and on behalf of the Board of Directors when the Board is not in session and shall be accountable to the Board of Directors for its actions. The Executive Board shall be composed of the President, Vice President, Secretaryand Treasurer. The President shall serve as Chairperson of the Executive Board. A quorum of the Executive Board is fifty percent (50%) plus one (1) of the voting members of the Executive Board. The duties are as follows: 

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A. President: The President shall preside at meetings of the Executive Board, the Board of Directors and all General Membership meetings. The President shall have general supervision of the business and affairs of the Chamber and shall perform such other duties as ordinarily pertain to the office. 

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B. Vice-President: The Vice-President shall act in place of the President in the event of the Presidents’ temporary disability or absence from meetings or other activities, which the President is designated to perform by these Bylaws. The Vice-President shall also perform such duties that may be designated by the President from time to time. 

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C. Secretary: The Secretary of the Board of Directors serves as the Chamber Secretary and shall ensure that notices and minutes of the meetings of the membership, Board of Directors and Executive Board are recorded. The Secretary shall notify Officers, Committees, Project Leaders and other Members given assigned tasks of their appointment and furnish them with credentials as required. The Secretary will have notices, Agenda, and minutes prepared for meetings of the Board of Directors. The Secretary shall be responsible for keeping and safeguarding official copies of the Papers of Incorporation, Bylaws, rules, procedures and all other legal and official documents of the Chamber. The Secretary shall be responsible for notifying the membership of general and special membership meetings required by the Chamber Board of Directors. The Secretary shall advise the President and other Officers of the contents of these documents when requested to do so. 

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D. Treasurer: The Treasurer shall be responsible for the safeguarding of all funds received by the Chamber and for their proper disbursement. Such funds shall be kept on deposit as approved by the Board of Directors. The Treasurer will ensure that the Chamber keeps and maintains adequate and correct accounts of Chamber properties and business transactions, will render reports and accounting to the directors and the membership, will serve as chairperson of the finance committee, and will perform general duties incident to the office of treasurer and other such duties as may be required by law or these Bylaws, or which may be assigned from time to time by the Board of Directors. All checks shall be signed by any two of the following: Treasurer, President, or Vice-president. The treasurer shall also be responsible for collecting invoices from all Board of Director members and preparing a comprehensive yearly budget and shall coordinate on all expenditures to ensure funds have been budgeted for the specific acquisition. The Treasurer shall cooperate with external auditors and shall make available all Chamber financial records and/or official records as required. 

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E. Executive Director: Assures that the organization has a long-range strategy which achieves its mission, and towards which it makes consistent and timely progress. Provide leadership in developing programs, organizational and financial plans with the Board of Directors and staff, and carries out plans and policies authorized by the Board of Directors. Promotes active and broad participation of volunteers in all areas of the organization's work. The Executive Director sees that The Board of Directors is kept. Publicizes the activities of the organization, its programs and goals. Establishes sound working relationships and cooperative arrangements with community groups, businesses and organizations. Represents the programs and point of view of the organization to agencies, organizations, and the general public and sees that an effective management team, with appropriate provision for succession, is in place. Encourage staff and volunteer’s development and education, and assists program staff in relating their specialized work to the total program of the organization. Maintains a climate which attracts, keeps, and motivates a diverse staff of top quality people. 

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ARTICLE VI – ELECTIONS

 

Method

 

6.01 Election for seats on the Board of Directors shall occur in the following manner:

 

A. The President shall appoint a Nominating Committee of five members which may include two (2) Members of the Advisory Board, and three (3) Members in good standing at the June meeting of the Board of Directors. The two (2) Members of the Advisory Board can’t be running candidates in order to be part of the Executive Nominating Committee.

 

B. The Nominating Committee shall contact the general membership by mid-July to solicit recommended nominees. Membership recommendations to the nominating committee must be received by July 30th. Each nominee shall be on active member status in the Chamber. At the August Board of Directors meeting the Nominating Committee will recommend and ratify the top three (3) nominees for each open seat on The Board. 

 

C. Election shall be by ballot to be handed in person to active members in good standing and with a right to vote during the October meeting with the names of the nominees listed on the ballot. Further nominations may be made by writing in names in the blank spaces to be provided on the ballot. Each nominee shall be a member in good standing. 

 

D. The required number of nominees receiving the highest number of votes shall be declared elected to the Executive Board at the October Board meeting. 

 

Election Prerequisites

 

6.02 In order to be eligible to vote in any election, members shall be in good standing with their membership dues paid up to date. No voting by proxy allowed. 

 

6.03 Candidates for Executive Board positions can’t be part of any other Chamber of Commerce, trade organization or foundation Executive Board. They can’t have any criminal history or active criminal investigation of any felonious charges.

 

6.04 The number of representatives eligible to vote in elections for the executive board positions shall be determined by the level of membership as described in the membership benefits exhibit. Each membership level shall be entitled to a specific number of voting representatives as stipulated by the Board of Directors.

 

ARTICLE VII - FISCAL YEAR/FINANCES 

 

Fiscal Year Defined 

 

7.01 The fiscal year shall be defined as beginning January first of each year and ending on December thirty-first of the same year.

 

Funds 

 

7.02 All money paid to the Chamber shall be placed in one or more operating accounts. At the discretion of the Board of Directors, funds may be transferred to the reserve accounts. 

 

Disbursements 

 

7.03 Upon the approval of the budget the Treasurer, the Vice-President, or the President are authorized to make disbursements on accounts and expenses provided for in the budget without additional approval of the Board of Directors. 

 

Budget 

 

7.04 Prior to November’s board meeting, the Executive Board shall approve an operating budget for the coming fiscal year. 

 

Annual Audit 

 

7.05 The Board of Directors shall provide the records and financial reports to be audited at the close of each fiscal year's business to be reviewed or compiled by a Certified Public Accountant who is not part of the Board of Directors and who shall present a compilation report, review, or audit, to the Board during the first quarter of the following year. The financial statements created by the compilation, review, or audit shall at all times be available to the Chamber members for review at the Chamber's office. 

 

Bonding 

 

7.06 The President and such other officers as the Board of Directors, designate may be bonded by a sufficient fidelity bond in the amount set by the Board and paid for by the Chamber. 

 

Indemnification 

 

7.07 The Chamber may, by resolution of the Board of Directors provide for indemnification by the Chamber of any and all current or former Officers, Directors and employees against expenses actually and necessarily incurred by them in connection with the defense of any action. suit, or proceeding, civil and criminal, in which they or any of them are made parties, or a party, by reason of having been Officers, Directors or Employees of the Chamber, except in relation to matters to which such individuals shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct or other civil and criminal acts that are adverse to the Chamber or the Chamber’s best interest. 

 

ARTICLE VIII - COMMITTEES 

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8.04 It shall be the function of the Committees to make investigations, conduct studies and hearings make recommendations to the Board, and to carry on such activities as may be delegated to them by the Board. 

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Designation with Composition 

 

8.01 The Chamber shall have standing Committees as part of its organizational structure, which will consist of the following: Activities, Membership, Community Affairs, Outreach, Finance, Economic Development, Education and Ambassadors. These Committees will be headed by Directors. Specific procedures on running these committees will be prepared and made part of the Chamber procedures manual. 

 

Appointment and Authority 

 

8.02 The Executive Board of Directors shall appoint all committee Chairpersons, Project Teams, Project Leaders, and Assistant Project Leaders for the Chamber's standard Committees. The Executive Board may also appoint such ad hoc committees and their chairpersons as the Board may deem necessary to carry out the programs and goals of the Chamber. 

 

8.03 Committee appointments shall be at the will and discretion of the Executive Board. Every committee created under these provisions shall consist of at least one Board member (a DIRECTOR as identified in Article IV, section 4.02B) who shall either be appointed as the committee chairperson or who shall be in charge of supervising and overseeing the chairperson and the operations of the committee 
 

Committee Functions 

 

Limitation of Authority 

 

8.05 No Committee created or appointed under these provisions shall take any formal action or pass any resolution, which in any way commits The Chamber of Commerce on financial matters, questions of policy or on matters of general public interest without first having received the approval of the Board. Committees shall be discharged by The President when their work has been completed and their reports accepted, or when in the opinion of the Board of Directors it is deemed appropriate to disband the Committees. 

 

Divisions 

 

8.06 The Board of Directors may create such divisions, bureaus, departments, councils, or subsidiary corporations as it deems advisable to handle the work of the Chamber. The Board shall authorize and define the powers and duties of all divisions, bureaus, departments, councils, and subsidiary corporations. The Board shall annually review and approve all activities and proposed programs of such divisions, bureaus, departments, councils, or subsidiary corporations, including collection and disbursement of funds. No action or resolution of any kind shall be taken by any divisions, bureaus, departments, councils, or subsidiary corporations on behalf of the Chamber, unless approved by the Board of Directors.

 

Chapters 

 

8.06 A. The Executive Board may create Chapters as it deems advisable to handle expansion of the Vision, Mission and goals of the Chamber of Commerce. Executive Board will be responsible to appoint a Vice President for each Chapter for the term of 2 years unless the incoming Board decides to maintain the current Vice President for an additional 2 year term. 

    

B. No Chapter created or appointed under these provisions shall take any formal action or pass any resolution, which in any way commits The Chamber of Commerce on financial matters, questions of policy or on matters of general public interest without first having received the approval of the Board. 

 

Quorum for Committee Meetings 

 

8.07 For purposes of committee meetings, the presence of a majority of its members shall constitute a quorum. 

 

ARTICLE IX - SEAL 

 

9.01 The Board of Directors shall adopt and cause to be used a corporate seal of suitable design, setting forth the name of the corporation, the name of the State and the date of incorporation. 

 

ARTICLE X - DISSOLUTION 

 

Procedure 

 

10.01 The Chamber shall use its funds only to accomplish the objectives and purposes specified in these Bylaws, and no part of said funds shall inure or be distributed to the members of the Chamber. Upon dissolution of the Chamber, any funds that remain shall be distributed to one or more regularly organized and qualified charitable, educational, scientific, or philanthropic organizations to be selected by the Board of Directors as defined in IRS regulations, Section 501(C)(6). 

 

ARTICLE XI - AMENDMENTS 

 

Process 

 

11.01 Amendments to these Bylaws may be made in the following manner: the Bylaws may be amended or altered by a two-thirds (2/3) vote of the Board at any regular or special Board meeting, providing the notice for the meeting includes the proposals for amendments. Any proposed amendments or alterations shall be submitted to the Board at least ten (10) days before the meeting at which they are to be acted upon. Routine review of the Bylaws should take place at least every three (3) years. 

 

ARTICLE XII - CONTRIBUTIONS 

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12.01 Under no circumstances shall this organization contribute general fund monies to political issues and/or candidates or campaigns associated with political affiliations. 

ARTICLE XIII – OTHER 

 

13.01 The most current issue of Robert’s rules of Order shall be the final source of authority on questions of parliamentary procedure when such rules are not inconsistent with The Chamber’s Bylaws, or policies of the Chamber. 

 

These Bylaws were adopted and became effective at a meeting of the Puerto Rican Chamber of Commerce of Central Florida and supercede and make null and void any and all previous Bylaws that may have been adopted prior to the date of this meeting.

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The undersigned, Secretary of the Puerto Rican Chamber of Commerce of Central Florida, hereby certifies that the foregoing Bylaws are the true and correct, duly adopted Bylaws of the Chamber and that such Bylaws were last adopted by the Executive Board on 03/01/12 and that such Bylaws include all amendments, if any, to the date of this certificate. 
 

CERTIFICATION 

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We the undersigned do hereby certify: 

 

THAT we are the duly elected and acting in full capacity as Officers of the Puerto Rican Chamber of Commerce of Central Florida. Inc a Florida non-profit corporation, and THAT the foregoing Bylaws are the true and correct, duly adopted Bylaws of the Chamber and that such Bylaws were last adopted by the Board on March 18, 2024. 

 

The signatures affixed below have officially adopted these to be true and correct amendments to The Puerto Rican Chamber of Commerce of Central Florida Bylaws.