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AMENDED AND RESTATED BYLAWS OF SOUTHERN FLORIDA CONCIERGE ASSOCIATION, INC., A FLORIDA NOT-FOR-PROFIT CORPORATION
General Section 1. Name. The name of the corporation is Southern Florida Concierge Association, Inc. (the "Corporation"). Section 2. Address. The post office address of the Corporation’s registered office is 510 Lincoln Road, Miami Beach, Florida 33139. Section 3. Fiscal Year. The fiscal year of the Corporation shall begin on the first day of January and end on the last day of December. Section 4. Purpose and Mission. The Purposes of the Corporation shall be: a) to establish and promote high professional and ethical standards of concierges in hotels, resorts and luxury condominiums; b) to encourage friendship and communication among concierges and related guest service personnel in South Florida, the United States, and throughout the world; c) to extend and assist in the training of those entering the concierge profession and, in general, to promote, foster enhance, and improve the technical skills and professionalism of concierges and guest service personnel; d) to coordinate, promote and assist in the activities and interests of concierges; e) to foster the development of the role of the concierge in the service industry and tourism in general, and f) to maintain high standards of concierge service. The Corporation shall have such other purposes as are now, or may hereafter, be set forth in its Articles of Incorporation, or as set forth by the Board of Directors. The Corporation does purport to be an official representative of the concierge profession, but rather an organization designed to develop the professionalism of its members. Section 5. Powers. The Corporation shall have such powers as are now, or may hereafter be, granted by the Florida Not For Profit Corporation Act, by its Articles of Incorporation, and by these Bylaws. ARTICLE II Membership Section 1. Membership. Membership shall be open to individuals employed as a full time concierge in hotels, resorts and luxury condominiums in Palm Beach, Broward, Miami-Dade, and Monroe Counties in the State of Florida ("South Florida"). They must perform concierge related duties which may include by way of example and not limitation, booking or arranging for airlines, hotels, car rentals and restaurant reservations and confirmations. The Corporation shall have the following three (3) classes of Members: Class A – "Full Member": A Full Member shall only be individuals employed as a concierge in hotels, resorts, and condominiums in South Florida. Their desk must be located in the lobby of a hotel, resort, condominium or in a club lounge. They must perform concierge duties which may include by way of example and not limitation, booking or arranging for airlines, hotels, car rentals and restaurant reservations and confirmations. Their official job title must include that of a concierge or an equivalent title as may be approved by the Board from time to time only. Membership resides with individuals not the company or property they work for. Full Members are eligible to vote and for election as a Director or Officer after twelve (12) months of membership when they are no longer a "Provisional Member". Notwithstanding the foregoing, any Full Member who subsequently becomes unemployed as a concierge or an approved equivalent shall not be eligible to run for a Director or Officer position during their unemployment and for 6 months following their re-employment and shall also be subject to Sections 8 and 9 below. Class B – "Affiliate Member": An Affiliate Member shall be individuals in South Florida who are employed by hotel, resort, or condominium and who perform concierge duties, but are categorized as Front Desk Agents or an equivalent title as may be approved by the Board from time to time. Their desk must be located in the lobby and must perform concierge related duties which may include by way of example and not limitation, booking or arranging for airlines, hotels, car rentals and restaurant reservations and confirmations. Affiliate Members shall pay the same dues as a Full Member. Affiliate Members will have no voting rights nor be a director or hold office. Membership resides with individuals not the company or property they work for. Class C – "Corporate Sponsor": A Corporate Sponsor membership shall be for a business, association, or organization, located in South Florida, and may not be for an individual. The Corporate Sponsor may choose representative(s) to be present at any meetings of the members. The Corporate Sponsor shall return notice of the intent to attend a meeting ("R.S.V.P") to a designated member of the Board of Directors of the Corporation with the name(s) of the representative(s) attending. Corporate Sponsors may use the trademarked insignia of the Corporation on their publicly available materials, as approved in writing by the Board of Directors of the Corporation. Corporate Sponsors shall pay the dues as the Board of Directors may from time to time establish. Corporate Sponsors and their representatives will have no voting rights nor hold office. In addition, the Corporation shall have such number and type of Members as the Board designates from time to time. Members shall pay such periodic membership dues as the Board of Directors may from time to time establish. Members shall only have such duties, rights and privileges, if any, as established by the Board and shall be not entitled to vote (subject to the provisions hereof, the Articles of Incorporation and the Florida Statutes) on any matters regarding the affairs or operation of the Corporation except as determined by the Board. Except as specifically designated by the Board or as required by Florida law, all of the decisions regarding the operation and activities of the Corporation shall be made exclusively by the Board and Members shall have no rights and privileges to vote for any matter relating to the Corporation except as set forth in Section 5 below. Section 2. Interest in Corporation. No Member shall have any vested right, interest or privilege in or to the assets, functions, affairs or franchises of the Corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue if his or her membership ceases, or while he or she is not in good standing. Section 3. Withdrawal. Any Member may resign his/her membership, such resignation to be effective when submitted in writing to the Secretary of the Corporation. Section 4. Annual Dues. Annual dues for Members shall be due and payable on the 1st of each year or within 12 months of initial payment. Membership in the Corporation shall be renewable annually upon payment of annual dues, and upon meeting such other requirements of membership as shall be established in these Bylaws. Section 5. Meetings. Meetings of the Members may be held at such times and for such purposes as is determined by the Board, at a time and place designated by the Board. Except as provided herein, the determination of whether or when to hold meetings of Members shall be entirely in the discretion of the Board. There shall be no minimum number of meetings of Members required to be held in any year except an Annual Meeting shall be held in June of each year on a day set by the Board that is not a legal holiday in the state in which the meeting shall be held, and if a legal holiday, then on the next secular day following, at such time as determined by the Board of Directors, or at such other date and time as shall be designated from time to time by the Board of Directors and stated in the notice of the meeting (the "Annual Meeting"). At the Annual Meeting, the Full Members eligible to vote in accordance with these Bylaws, shall elect a Board of Directors, elect the Officers, and transact such other business as may properly be brought before the meeting. If the Annual Meeting is not held on the date designated therefor, the Board of Directors shall cause the meeting to be held as soon thereafter as convenient. In the case of 25% of the Full Members eligible to vote making request to the Board to meet for a vote on removal of a Director or Officer, the Board shall reasonably determine a time and place for such meeting. Section 6. Notice. Notice of any meeting of the Members shall be given in the Manner determined by the President. Section 7. Application. The Board shall adopt a membership application form. The application form shall require the name, address, and telephone number of each applicant. All persons wishing to become members shall fill out an application form. The Board will conduct a thorough background check to insure the integrity of its members. The applicant becomes a Member upon approval by a majority of the Board in their sole discretion. The Secretary shall keep an up to date membership list. Section 8. Suspension. Suspension of membership shall be imposed to those Full and Affiliate members who shall be unemployed from their Concierge or Front Desk position for more than six (6)months. In addition, if, in the sole discretion of a majority of the Board of Directors, a member has violated the Code of Ethics, acted in a manner disparaging to the Corporation and the profession of a concierge, that member may be suspended for a period of up to one year. The period of suspension is to be determined by the Board of Directors. Suspension shall be interpreted to mean that a member loses his or her voting rights and may not attend meetings or receive official corporate correspondence until such time as his or her membership has seen returned to good standing. The Board of Directors shall consider reapplication for membership after the Suspension ends. Members will also receive a written notice with the option to appeal prior to suspension. The decision of the Board of Directors shall be final in all cases of Suspension. Section 9. Explusion. The Board of Directors may, at its sole discretion terminate any member by a vote of two-thirds of entire Board for actions deemed by the Board to be disparaging or harmful to the Corporation, unprofessional, in violation of the Code of Ethics, or for any other reason deemed by the Board to be contrary to the best interests of the Corporation. The Board of Directors may consider reapplication for membership two (2) years after the Expulsion date. ARTICLE III Board of Directors Section 1. Generally. The affairs of the Corporation shall be managed, controlled and conducted by, and under the supervision of, the Board of Directors (the "Board", "Board of Directors" or the "Directors"), subject to the provisions of the Articles of Incorporation and these Bylaws. The current Directors shall serve until the next Annual Meeting, or until their successors are duly elected and qualified. The Board of Directors may be modified as to number of directors by the Full Members eligible to vote at the Annual Meeting called to elect Directors from time to time. Once elected the Board may designate titles for the Directors commensurate with the duties and responsibilities to be undertaken by a director. Section 2. Nomination of Directors. Prior to the Annual Meeting of Full Members each year on which an election of Directors will be held, or as soon as possible thereafter, subject to the requirements in Article II, any Full Member may submit their name together with at least two (2) nominations of other Full Members to the current Board to be considered for election by the Full members of the Corporation. Affiliate Members and Corporate Sponsors or their representatives may not be considered for election as a director. Section 3. Election of Directors. The Board of Directors of the Corporation elected at the Annual Meeting of the Corporation held immediately prior to the expiration of the terms of the then current Directors. Each Director must be elected by majority vote of a Quorum of the Full Members of the Corporation. Except for Directors elected to fill a vacancy in office, each Director elected to serve after that Director’s election shall serve until the next Annual Meeting or until his or her successor is selected and qualified. Section 4. Increases in Board Size. Subject to the Corporation’s Articles of Incorporation, an increase in Board size shall generally be accomplished at the Annual Meeting. The filling of the vacancies created by such increases shall be done in accordance with the provisions of Article III of the Bylaws. An increase in Board size may, however, be accomplished at any regular or special meeting of the Board of Directors called for that purpose. Directors elected at a time other than at the Annual Meeting to fill the vacancies caused by any increase shall be serve as a Director until the next Annual Meeting. Section 5. Quorum and Voting. For a vote by the Full Members for the election of the Board of Directors, a Quorum shall be twenty-five percent (25%) or greater of the total number of Full Members. Only Full Members who are in good standing, who have paid annual dues for the then current year in full, and who have been a Full Member for at least twelve (12) months preceding the Annual Meeting shall be entitled to vote at the Annual Meeting electing the Board. A majority of the Directors in office immediately before a meeting begins shall constitute a quorum for the transaction of any business properly to come before the Board. Each Full Member will be entitled to one (1) vote on election of the Board. Each member of the Board of Directors will be entitled to one (1) vote on matters to come before the Board. Except as otherwise provided in the Articles of Incorporation or Bylaws, the act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board. The Board in its discretion may provide for proxy voting, electronic votes, and absentee ballot voting of Full Members, from time to time. Section 6. Regular Meeting. The Board may hold regular meetings, as fixed by these Bylaws or by resolution of the Board for the purpose of transacting such business as properly may come before the Board. Except as provided in these Bylaws or as required by Florida Statutes, such regular meetings of the Board may be held without notice of the date, time, place or purpose of the meeting. Until modified by the Board pursuant to this Section 6, the Board shall hold monthly meetings on the second Tuesday of each month which shall take place in South Florida and shall only be open to the Board, Officers, and their invitees. Section 7. Special Meetings. Notwithstanding the preceding Section 6 of this Article III, the Board may hold special meetings for any lawful purpose upon proper notice, as described in Section 8 of this Article III, and upon call by the President of the Corporation, the Board, or by thirty percent (30%) of the Full Members making request to the President. A special meeting shall be held at such date, time and place within or without the State of Florida as is specified in the call of the meeting. The purpose of any such meeting need not be specified. Section 8. Notice of Special Meetings. Written notice of the date, time and place of each special meeting of the Board of Directors shall be communicated to each member of the Board of Directors so that such notice is effective at least two (2) days before the date of the meeting. Except as provided in the Bylaws, the notice need not describe the purpose of the special meeting. Section 9. Waiver of Notice. Notice may be waived in writing, signed by the Director entitled to the notice, and filed with the minutes or the corporate records. Attendance at or participation in any meeting of the Corporation’s Board of Directors shall constitute a waiver of notice of such meeting unless the Director shall, at the beginning of the meeting or promptly upon the Director’s arrival, object to holding the meeting and does not vote for or assent to action taken at the meeting. Section 10. Means of Communication. The Board of Directors, or a committee thereof, may (a) permit a Director or committee member to participate in a regular or special meeting by or (b) conduct a regular or special meeting through the use of any means of communication by which all Directors or committee members participating may simultaneously hear each other during the meeting. A Director or committee member participating in a meeting by such means shall be considered present in person at the meeting. Section 11. Action By Written Consent. Any action required or permitted to be taken at any meeting of the Board of Directors, or any committee thereof, may be taken without a meeting if a written consent describing such action is signed by each Director or all committee members, as the case may be, and such written consent is included in the minutes or filed with the corporate records reflecting the action taken. Action taken by written consent shall be effective when the last Director or committee member signs the consent, unless the consent specifies a prior or subsequent effective date. Consent signed as described in this Section 10 shall have the effect of a meeting vote and may be described as such in any meeting document. Section 12. Meeting Requirement. The Board of Directors will attend Board meetings no less frequently than quarterly. If a member of the Board of Directors misses three (3) consecutive meetings, this will constitute dismissal from the Board unless the majority of Directors then in office determines that such Board member may remain on the Board. Section 13. Resignation. Any Director of the Corporation may resign at any time, either by oral tender of resignation at any meeting of the Board of Directors or by giving written notice thereof to the Secretary of the Corporation. Such resignation shall take effect at the time specified therefor and, unless otherwise specified with respect thereto, the acceptance of such resignation shall not be necessary to make it effective. Section 14. Removal. A Director may be removed, with or without cause, at a meeting called expressly for that purpose, by a vote of a majority vote of a quorum of Full Members. Section 15. Vacancies. Any vacancy occurring in the Board of Directors by resignation or removal shall be filled by a majority vote of a quorum of Full Members. A Director elected to fill a vacancy occurring in the Board of Directors shall be elected for the unexpired term of his predecessor in office. Section 16. Compensation. The compensation of the directors of the corporation for their services as such directors shall be determined from time to time by the Board of Directors. ARTICLE IV Officers Section 1. In General. The Full Members eligible to vote shall elect a President, a Secretary, a Treasurer and such other officers as the Board of Directors may deem necessary. For a vote by the Full Members for the election of the officers, a quorum shall be twenty-five percent (25%) or greater of the total number of Full Members. Only Full Members who are in good standing, who have paid annual dues for the then current year in full, and who have been a Full Member for at least twelve (12) months preceding the Annual Meeting, shall be entitled to vote at the Annual Meeting electing the Officers. The officers must be Directors of the Corporation. An officer may simultaneously hold more than one (1) office, except that the President, Secretary, and Treasurer may not hold more than one of those three positions. Officers shall hold office for two years until the second Annual Meeting following the year of his or her election, or until his or her successor is duly elected and qualified, except that the term of any officer that is elected or appointed to fill a vacancy for the unexpired term of another officer, shall expire at such time that the term of the original officer would have expired had the vacancy not occurred. The Full Members eligible to vote may remove any officer at any time with or without cause by a majority vote of a quorum of Full Members at a meeting called by the Board pursuant to Article II, Section 5. . Section 2. President. The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall have supervision over the affairs and daily operations of the Corporation. He or she shall have authority to execute all authorized deeds, mortgages, contracts and other obligations in the name of the Corporation. He or she shall also prepare or cause to be prepared the annual administrative budget of the Corporation, and shall have other authority and perform such other duties as may be determined by the Board of Directors. Section 3. Secretary. The Secretary shall be the custodian of all papers, books and records of the Corporation, other than books of account and financial records. The Secretary shall prepare, enter in the minute book, and distribute the minutes of all meetings of the Board of Directors. The Secretary shall authenticate records of the Corporation as necessary. The Secretary shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe. There may be one or more Assistant Secretaries of the Corporation, which Assistant Secretaries may be designated as Assistant Secretary - Recording or Assistant Secretary – Corresponding and such Assistant Secretaries shall have the duties prescribed by the President of the Corporation. Section 4. Treasurer. The Treasurer shall prepare and maintain correct and complete records of account showing accurately the financial condition of the Corporation. All notes, securities and other assets coming into the possession of the Corporation shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Directors or the President, a statement of the financial condition of the Corporation, secure an annual independent audit, and shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe. Section 5. Executive Director. The Board may appoint an Executive Director whose duties and responsibilities shall be set forth by the Board from time to time. Section 6. Other Officers. Each other officer of the Corporation shall perform such duties as the Board or President may prescribe. Section 7. Compensation. The compensation of the officers of the corporation for their services as such officers shall be determined from time to time by the Board of Directors; provided, however, that the Board of Directors may delegate to the Executive Director to determine the compensation of officers and agents. An officer of the corporation shall not be prevented from receiving compensation by reason of the fact that he/she is also a Director of the corporation. ARTICLE V Committees Section 1. Executive Committee. The Board of Directors, by resolution adopted by a majority of the Directors fixed by the Bylaws or otherwise, may designate three or more Directors to constitute an Executive Committee, which Committee, to the extent provided in such resolution, shall have and exercise all of the authority of the Board of Directors in the management of the Corporation, except as otherwise required by law, the Articles of Incorporation of these Bylaws. Section 2. Vacancies in Executive Committee. Vacancies in the membership of the Executive Committee may be filled by the Board of Directors at a regular meeting of the Board of Directors. Section 3. Minutes of Executive Committee. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required. Section 4. Advisory Panel. The Advisory Panel shall consist of five (5) Corporate Sponsor Members. The Board of Directors shall elect them and duties shall include, but shall not be limited to, electing of the winner of The White Glove Awards and Silver Plume Awards, as well participating in Advisory Meetings and assisting in Board of Directors under monthly meetings and elections. Section 5. Other Committees. The Board of Directors shall have the power to create from time to time such committees, standing or special, and an advisory board and to give them such powers and authority, as it shall deem best, and to revoke their appointment or restrict or modify their powers. Section 6. General. A majority of the members of any committee shall constitute a quorum and all actions of a committee shall require a majority vote of the committee members present at a meeting at which a quorum is present. ARTICLE VI Indemnification Section 1. Limitation of Liability in Damages of a Director. The Corporation by appropriate action of its Board of Directors, may indemnify Directors and officers and their heirs, executors and administrators to the full extent permitted by the laws of Florida. Section 2. Insurance. The Corporation may purchase and maintain insurance on behalf of any person who is, or was, serving as an officer or Director against any liability asserted against him or her or incurred by him or her in any such capacity, or arising out of his or her status as such, whether or not this Corporation would have the power to indemnify him or her against such liability under Section l above or the Florida Nonprofit Corporation Law. ARTICLE VII Gifts to the Corporation Any donor of a gift to the Corporation may give directions with respect to such gift at the time the gift is made subject to the limitations in the Corporation’s Articles of Incorporation and this Article VII of these Bylaws. If the donor does not expressly direct in the instrument making the gift the use of the income or principal of a gift, grant, or devise, the Corporation shall have absolute discretion as to the use of the income or principal from the gift, provided that such use conforms to the exempt purposes of the Corporation as outlined in its Articles of Incorporation. ARTICLE VIII Contracts, Checks, Deposits and Gifts Section 1. Contracts. The Board of Directors may authorize the President and one (1) or more Director or officer of the Corporation to enter into any contract or execute any instrument on its behalf, provided that such contract is not in conflict with the purposes of the Corporation and does not jeopardize the Corporation’s non-profit or tax-exempt status, if applicable. Such authorization may be general or confined to specific instances. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power to bind the Corporation or to render it liable for any purpose or amount. Section 2. Checks. All checks, drafts, or other orders for payment of money by the Corporation must be signed by two members of the Board, one of which shall be the President, Vice President or the Treasurer, or such person or persons as the Board of Directors may from time to time designate by resolution. Such designation may be general or confined to specific instances. Section 3. Deposits. All funds of the Corporation shall be deposited to its credit in such bank, banks, trust companies, insurance company or financial institution or other depositaries as the Board of Directors may specify. Such specification may be general or confined to specific instances. ARTICLE X Amendment The Bylaws of the Corporation may be amended, or new Bylaws be adopted, by the affirmative vote of two thirds of a quorum of the Full Members eligible to vote at a meeting held for such purpose, provided that notice of the general nature or subject matter of such alteration or amendment shall have been given in the notice of said meeting. A quorum shall be twenty-five percent (25%) or greater of the total number of Full Members. Only Full Members who are in good standing, who have paid annual dues for the then current year in full and who have been a Full Member for at least twelve (12) months preceding the Annual Meeting shall be entitled to vote on Amendment.
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