BYLAWS | Prcccf

PUERTO RICAN CHAMBER OF COMMERCE

OF CENTRAL FLORIDA, INC., 2026

BYLAWS

revised: July 2026

1.01 Name

The name of this organization shall be Puerto Rican Chamber of Commerce of Central Florida, Inc. The organization may be referred to in these Bylaws as the "Chamber."

1.02 Principal Office

The principal office of the Chamber shall be located in Central Florida, at such location as may be determined by the Board of Directors. The Board of Directors may change the principal office of the Chamber at any time upon approval by majority vote of the Board, provided all required governmental filings are timely updated.

1.03 Registered Agent

The Chamber shall maintain a registered agent and registered office in accordance with the laws of the State of Florida.

The registered agent may be an Executive Officer, the Executive Director (if authorized by the Board of Directors), legal counsel, a professional registered agent service, or any other individual or entity qualified under Florida law and approved by the Board of Directors.

The Board of Directors shall have the authority to appoint, replace, or change the registered agent and registered office at any time in accordance with applicable law.

1.04 Corporate Authority

The Chamber is organized as a Florida not-for-profit corporation and shall possess all powers granted under Chapter 617, Florida Statutes, and Section 501(c)(6) of the Internal Revenue Code, except as limited by these Bylaws, the Articles of Incorporation, or applicable law.

1.05 Corporate Governance

The Chamber shall be governed by its Board of Directors, which shall serve as the ultimate governing authority of the organization. No Officer, Director, Executive Director, committee, Leads Group, employee, contractor, volunteer, or representative shall possess authority greater than that delegated by the Board of Directors.

All organizational authority not expressly delegated by these Bylaws or by formal action of the Board shall remain vested exclusively in the Board of Directors.

1.06 Corporate Seal and Official Name

The Board of Directors may adopt and modify the Chamber's corporate seal, logo, trademarks, service marks, and other identifying symbols.

The Chamber may conduct business using its full legal name or any lawfully adopted trade name, abbreviation, or acronym approved by the Board of Directors.

1.07 Governing Documents

These Bylaws shall be interpreted in conjunction with the Articles of Incorporation of the Chamber and applicable provisions of Florida law. In the event of any conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall control unless otherwise required by law.

ARTICLE II

PURPOSE, VISION, AND MISSION

2.01 Purpose

The Puerto Rican Chamber of Commerce of Central Florida, Inc. exists to support, promote, and advance business growth, economic development, entrepreneurship, and professional leadership within Central Florida and the broader business community.

The Chamber shall further promote commerce, encourage investment, advocate for a favorable business climate, foster strategic partnerships, provide educational and networking opportunities, and undertake such lawful activities as are consistent with its status as a nonprofit business league under Section 501(c)(6) of the Internal Revenue Code.

2.02 Vision

To be a leading and trusted business organization recognized for advancing economic opportunity, entrepreneurial excellence, professional development, and strategic advocacy while fostering meaningful relationships within the community.

The Chamber shall strive to strengthen the economic vitality of Central Florida while promoting innovation, leadership, and collaboration among businesses, entrepreneurs, professionals, and community partners.

2.03 Mission

The Chamber is committed to empowering businesses, entrepreneurs, and professionals by promoting economic growth, advocating for business interests, supporting innovation, encouraging strategic partnerships, and creating opportunities that strengthen the regional business ecosystem and community prosperity.

The Chamber shall fulfill its mission through programs, events, advocacy, leadership development, educational initiatives, strategic alliances, community engagement, and other activities approved by the Board of Directors.

2.04 Core Principles

The Chamber shall operate with integrity, professionalism, transparency, inclusiveness, accountability, and respect for diversity while fostering collaboration and ethical business practices.

All Officers, Directors, committee leaders, Leads Group leaders, employees, contractors, volunteers, and members acting on behalf of the Chamber shall conduct themselves in a manner consistent with these Core Principles and any Code of Conduct or Ethics Policy adopted by the Board of Directors.

2.05 Limitations

The Chamber shall observe all applicable local, state, and federal laws governing nonprofit organizations operating under Section 501(c)(6) of the Internal Revenue Code. The Chamber shall remain nonpartisan and nonsectarian and shall not discriminate on the basis of race, color, religion, sex, age, national origin, disability, marital status, veteran status, sexual orientation, gender identity, or any other status protected by law.

Nothing contained in these Bylaws shall prohibit the Chamber from engaging in lawful legislative advocacy, governmental affairs, public policy initiatives, or lobbying activities that further the interests of the business community and are consistent with applicable law and the Chamber's tax-exempt status.

2.06 Corporate Independence

The Chamber shall remain an independent nonprofit corporation governed solely by its Board of Directors. No outside organization, sponsor, governmental entity, affiliate, or individual shall possess governance authority over the Chamber except as expressly provided by law or these Bylaws.

2.07 Organizational Powers

In furtherance of its mission, the Chamber may own, lease, acquire, sell, or otherwise manage real and personal property; solicit grants, sponsorships, and contributions; enter into contracts; employ personnel; retain independent contractors; establish programs; and conduct all lawful activities authorized by the Board of Directors.

2.08 Strategic Planning

The Board of Directors shall periodically review the Chamber's strategic priorities, mission, and organizational objectives to ensure continued alignment with the needs of its members and the business community.

ARTICLE III

MEMBERSHIP

3.01 Eligibility

Membership in the Chamber shall be open to individuals, businesses, corporations, partnerships, nonprofit organizations, associations, government entities, and other reputable organizations or persons that support the mission, vision, and objectives of the Chamber and agree to abide by these Bylaws, policies, and rules adopted by the Board of Directors.

The Board of Directors reserves the right to establish additional eligibility criteria, application procedures, and membership requirements consistent with these Bylaws.

3.02 Membership Application and Approval

Applicants for membership shall submit a completed membership application and pay the applicable membership dues established by the Board of Directors.

Membership shall become active upon approval by the Chamber or its authorized designee and payment of all applicable dues, fees, and assessments established by the Board of Directors.

3.03 Membership Categories

The Chamber shall maintain membership categories and benefit levels as approved and periodically updated by the Board of Directors. Membership categories, dues, privileges, sponsorship opportunities, and associated benefits shall be maintained in the official Membership Schedule and Benefits Guide adopted by the Board.

The Board of Directors reserves the right to modify membership levels, pricing, benefits, and sponsorship structures as necessary to support the mission and sustainability of the Chamber.

The Board of Directors may establish, modify, consolidate, rename, or discontinue membership classifications without amendment of these Bylaws.

3.04 Trustee Sponsorship Program

The Chamber may establish Trustee-level sponsorship programs designed to recognize businesses, organizations, and individuals providing significant financial and institutional support to the Chamber.

Trustee sponsorship levels, benefits, recognitions, and participation privileges shall be defined in the official Membership Schedule and Benefits Guide approved by the Board of Directors.

3.05 Active Membership and Good Standing

An Active Member in Good Standing is defined as a member who:

A. Maintains current membership dues and financial obligations to the Chamber;

B. Complies with these Bylaws and Chamber policies;

C. Is not under suspension or disciplinary action by the Chamber; and

D. Meets the participation requirements established for voting eligibility.

Only Active Members in Good Standing shall be eligible to vote, serve on committees, or hold elected office within the Chamber.

Determinations regarding a member's status as an Active Member in Good Standing shall be based upon the official records of the Chamber, and the Board of Directors shall have final authority to resolve disputes concerning membership status.

3.06 Voting Rights

Each Active Membership in Good Standing shall be entitled to one (1) vote in Chamber elections and membership matters.

Trustee-level memberships, as defined in the Board-approved Membership Schedule, may designate up to two (2) official voting representatives.No proxy voting shall be permitted.

No cumulative voting shall be permitted unless otherwise required by applicable law.

3.07 Voting Eligibility

In order to vote in any Chamber election or official membership matter, a voting representative must:

A. Be officially registered with the Chamber, at least ninety (90) days prior to the election or vote;

B. Be affiliated with an Active Membership in Good Standing;

C. Have participated in at least three (3) officially recognized Chamber activities, meetings, committees, or events during the twelve (12) months preceding the election or vote.

Official participation may include, but is not limited to:

Business 360 events
Café con la Junta meetings
Leads Group meetings
Committee meetings
The Chamber Golf Tournament
El Josco
Educational programs
Official Chamber networking events
Annual Meeting/Assembly (“Asamblea Anual”)
Other Board-approved Chamber activities

The Chamber shall maintain attendance and participation records for purposes of determining voting eligibility.

The Board of Directors shall have final authority to determine voting eligibility in the event of any dispute regarding participation records, membership status, or other qualification requirements.

3.08 Annual Meeting

The Annual Meeting of the Chamber shall be held during the first quarter of each calendar year at a date, time, and location determined by the Board of Directors.

Notice of the Annual Meeting shall be provided electronically, by mail, or by other customary communication methods no fewer than seven (7) days and no more than thirty (30) days prior to the meeting.

Failure to hold the Annual Meeting during the designated time period shall not invalidate otherwise lawful actions of the Chamber or the Board of Directors.

3.09 Regular and Special Meetings

Regular membership meetings may be scheduled by the Board of Directors as necessary to conduct Chamber business.

Special meetings may be called by:

A. The President;

B. A majority of the Executive Board; or

C. Twenty-five percent (25%) of Active Members in Good Standing through written request submitted to the Board.

The purpose of the special meeting shall be stated in the notice, and no business other than the stated purpose shall be conducted.

3.10 Quorum

For membership meetings, ten percent (10%) of Active Members in Good Standing eligible to vote shall constitute a quorum unless otherwise required by these Bylaws or applicable law.

3.11 Suspension, Termination, and Resignation

Membership may be suspended or terminated for:

A. Nonpayment of dues;

B. Violation of these Bylaws or Chamber policies;

C. Conduct deemed harmful, unethical, or detrimental to the mission, reputation, or operations of the Chamber or any official member of the Board of Directors.

Prior to suspension or termination, the affected member shall receive at least one written notice and an opportunity to respond before the Board of Directors in a specific timeframe determined by the Board of Director. The decision of the Board of Directors shall be final.

Termination of membership shall require a two-thirds (2/3) vote of the Board of Directors.

Any member may voluntarily resign or terminate membership from the Chamber by written notice. Membership dues, sponsorships, and fees paid to the Chamber shall be non-refundable unless otherwise approved by the Board of Directors under exceptional circumstances.

3.12 Reinstatement

A former member whose membership was suspended or terminated may apply for reinstatement pursuant to procedures established by the Board of Directors.

Reinstatement following disciplinary termination shall require approval by a two-thirds (2/3) vote of the Board of Directors and payment of applicable fees.

The Board of Directors may impose reasonable conditions upon reinstatement, including completion of outstanding financial obligations or compliance with corrective actions deemed appropriate by the Board.

3.13 Transferability

Memberships shall not be transferable between individuals, businesses, or entities without approval of the Board of Directors.

Business or organizational members may designate a replacement representative upon written notice to the Chamber, subject to eligibility requirements established by the Board of Directors.

3.14 Participation and Orientation

The Chamber may conduct orientation, leadership development, and governance training programs for members, committee leaders, Directors, and Officers in order to support active participation and organizational effectiveness.

The Board of Directors may require orientation or governance training as a condition of service for Officers, Directors, committee leaders, and other appointed leadership positions.

3.15 Inspection of Records

Members shall have such rights to inspect organizational records as are required by applicable Florida law. Requests for inspection shall be submitted in writing and shall be governed by policies adopted by the Board of Directors to protect confidential, proprietary, personnel, financial, legal, and membership information.

3.16 Additional Membership Policies

The Board of Directors may adopt additional membership policies, disciplinary procedures, grievance procedures, appeals procedures, membership standards, and codes of conduct consistent with these Bylaws without further amendment of these Bylaws.

ARTICLE IV

BOARD OF DIRECTORS

4.01 Governing Authority

The governing authority of the Chamber shall be vested in the Board of Directors, which shall oversee the affairs, policies, finances, strategic direction, and operations of the Chamber in accordance with these Bylaws and applicable laws.

The Board of Directors shall act collectively, and no individual Director or Officer shall possess unilateral authority unless expressly authorized by these Bylaws.

The Board of Directors shall be the ultimate governing authority of the Chamber. All Officers, Directors, committees, Leads Groups, employees, independent contractors, the Executive Director, volunteers, and other persons acting on behalf of the Chamber shall remain accountable to and subject to the authority of the Board of Directors.

In the event of any conflict between actions taken by an Officer, committee, Executive Director, employee, volunteer, or other representative and actions of the Board of Directors, the decision of the Board of Directors shall control.

4.02 Composition of the Board

The Board of Directors shall consist of:

A. Executive Officers;

B. Directors;

C. Such additional Directors as may be established by the Board of Directors.

The Executive Director, if appointed, shall serve as an ex officio, non-voting participant at meetings of the Board of Directors unless otherwise determined by the Board. The Executive Director shall not be considered a Director solely by virtue of holding that position.

The Board may establish additional Director positions as necessary to support the mission, growth, and operations of the Chamber.

4.03 Executive Officers

The elected Executive Officers of the Chamber shall consist of:

President
Vice President
Secretary
Treasurer

Executive Officers shall serve as the principal fiduciary and operational leadership of the Chamber and shall assume responsibilities related to governance, financial oversight, legal compliance, official filings, banking authority, organizational continuity, and implementation of Board-approved policies.

Executive Officers shall possess greater operational authority than other Directors due to the fiduciary and legal responsibilities associated with their elected positions; however, no Executive Officer shall act independently or unilaterally on behalf of the Chamber without the approval of a majority of the Executive Officers or the Board of Directors, as applicable under these Bylaws.

Executive Officers owe fiduciary duties of care, loyalty, and obedience to the Chamber and shall discharge their duties in good faith, with the care an ordinarily prudent person would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of the Chamber.

4.04 Authority of Executive Officers

The Executive Officers may act on behalf of the Chamber in operational, financial, administrative, legal, compliance, and urgent organizational matters requiring timely action between Board meetings.

Such actions shall require approval by majority vote of the Executive Officers unless otherwise specified in these Bylaws.

Matters requiring approval by the full Board of Directors shall include, but not be limited to:

A. Adoption or amendment of Bylaws;

B. Approval of annual budgets;

C. Creation or dissolution of official Chamber programs, projects, committees, or Leads Groups;

D. Appointment of Directors;

E. Elections and election-related procedures;

G. Strategic organizational initiatives;

H. Dissolution of the Chamber.

All actions taken by the Executive Officers shall remain subject to Board oversight and accountability.

Any action taken by the Executive Officers between meetings of the Board shall be reported to the Board of Directors at its next regular meeting and shall remain subject to ratification, modification, or rescission by the Board, provided no third-party rights are adversely affected.

Neither the Executive Officers collectively nor any individual Officer shall execute contracts, incur indebtedness, initiate or settle litigation, acquire or dispose of real property, or otherwise legally bind the Chamber except as authorized by these Bylaws, Board policy, or formal action of the Board of Directors.

4.05 Directors

The Board may establish Director positions responsible for functional areas including, but not limited to:

Membership
Community Affairs
Communications and Marketing
Business Development
Government Affairs
Education
Information Technology
Economic Development
Special Projects/Events
County Chapters
Sponsorships and Partnerships/Trustees

Directors shall support the mission and initiatives of the Chamber and shall perform duties assigned by the Board.

The Board of Directors may adopt and amend written job descriptions for Directors without amendment of these Bylaws.

4.06 Executive Director

The Board of Directors may appoint an Executive Director to serve as the chief administrative employee or independent contractor of the Chamber.

The Executive Director shall serve at the pleasure of the Board of Directors and may be appointed, evaluated, suspended, disciplined, terminated, or removed, with or without cause, by majority vote of the Board of Directors, subject to the terms of any written employment or independent contractor agreement approved by the Board.

The Executive Director shall report directly to the Board of Directors or to such Executive Officer as may be designated by the Board of Directors.

The Executive Director shall have no voting rights and shall not be considered a Director solely by virtue of holding the position.

The Executive Director shall possess no governance authority and shall have no authority to amend these Bylaws, adopt Chamber policy, bind the Chamber contractually, incur indebtedness, hire or terminate legal counsel, or otherwise obligate the Chamber except as expressly authorized by the Board of Directors.

The Executive Director shall administer the day-to-day operations of the Chamber; implement Board-approved policies, strategic initiatives, budgets, and programs; supervise employees and independent contractors; assist with financial administration; prepare reports; maintain organizational continuity; and perform such additional duties as may be assigned by the Board of Directors.

Nothing contained in these Bylaws shall be construed to create a contractual right to continued employment or appointment.

4.07 Volunteer Service

All Officer, Director, committee leadership, and appointed leadership positions within the Chamber shall serve on a voluntary and uncompensated basis unless otherwise approved by the Board of Directors in accordance with applicable law and organizational policy.

Nothing herein shall prohibit the Board from approving reasonable compensation for employees, independent contractors, consultants, or the Executive Director as permitted by law.

4.08 Eligibility

Any designated representative at least eighteen (18) years of age affiliated with an Active Membership in Good Standing may serve on the Board of Directors provided the individual has maintained active membership or active committee participation for at least one (1) consecutive year prior to nomination or appointment, unless otherwise approved by the Board of Directors.

Individuals serving in Executive Officer members should be Puerto Rican or of Puerto Rican descent. No more than one (1) representative per membership may simultaneously serve as a voting Director unless otherwise approved by the Board due to mergers, acquisitions, or exceptional organizational circumstances.

Each Director and Executive Officer shall annually execute Conflict of Interest and Confidentiality acknowledgments in forms approved by the Board of Directors.

If any provision of this Section is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such determination shall not affect the validity or enforceability of the remaining provisions of these Bylaws, which shall remain in full force and effect.

4.09 Terms and Executive Officer Term Limits

Executive Officers shall serve terms of two (2) years.

No executive officer shall serve more than two (2) consecutive terms in any Executive Officer position.

After completing the maximum allowable consecutive Executive Officer service, the individual must wait at least one (1) full term before becoming eligible to serve again in any Executive Officer position.

Individuals completing Executive Officer service may continue serving on the Board of Directors in non-Executive Officer roles, subject to eligibility requirements and Board approval processes.

4.10 Conflict of Interest and Fiduciary Duty

All Directors and Officers shall act in good faith and in the best interests of the Chamber and shall uphold fiduciary duties including loyalty, integrity, confidentiality, honesty, and ethical conduct.

Directors and Officers shall disclose actual or potential conflicts of interest and shall abstain from voting on matters where such conflicts exist.

The Board may adopt additional Conflict of Interest policies and procedures as necessary.

The Board of Directors shall adopt and periodically review a written Conflict of Interest Policy governing disclosures, recusals, and related procedures.

4.11 Vacancies

A vacancy on the Board of Directors or among Executive Officers may occur due to resignation, removal, incapacity, disqualification, or death.

Vacancies shall be filled by majority vote of the Board of Directors. Any individual appointed to fill a vacancy shall serve only the remainder of the unexpired term unless otherwise provided by these Bylaws.

4.12 Removal

Any Officer or Director may be removed for cause by a two-thirds (2/3) vote of the Board of Directors after receiving written notice of the proposed action and a reasonable opportunity to be heard.

The Board of Directors may place an Officer or Director on temporary administrative leave pending investigation whenever the Board determines such action to be in the best interests of the Chamber.

Cause for removal may include, but shall not be limited to:

Repeated unexcused absences
Misrepresentation of the Chamber
Violation of these Bylaws or Chamber policies
Misconduct or unethical conduct
Mishandling of Chamber funds or records
Criminal conduct materially affecting the Chamber
Failure to fulfill assigned responsibilities

Prior to removal, the affected individual shall receive written notice and an opportunity to respond before the Board.

Any Officer or Director removed for cause shall be ineligible to run for or hold a Board position for a period of two (2) terms [four (4) years] unless reinstated by a two-thirds (2/3) vote of the Board.

4.13 Attendance

Board members are expected to actively participate in meetings, committees, and Chamber activities.

Any Board member who accumulates three (3) consecutive unexcused absences or five (5) total unexcused absences within a twelve (12) month period may be subject to disciplinary review or removal by the Board.

The Board of Directors may excuse absences for good cause shown.

4.14 Meetings

Meetings of the Board of Directors may be conducted in person, virtually, or through hybrid formats approved by the Board, provided all participants are able to reasonably hear, communicate, and participate in proceedings.

Regular and special meetings shall be conducted in accordance with notice requirements established by the Board and these Bylaws.

The Board of Directors may convene executive sessions to discuss confidential matters including personnel matters, litigation, contracts, disciplinary proceedings, ethics complaints, and other matters deemed confidential by the Board.

4.15 Quorum

A majority of the voting members of the Board of Directors shall constitute a quorum for the transaction of business unless otherwise specified in these Bylaws.

4.15A – Action Without a Meeting

Any action required or permitted to be taken by the Board of Directors may be taken without a meeting if all voting Directors consent in writing or by electronic transmission to the extent permitted by Florida law.

4.16 Public Office

Any Board member who officially files as a candidate for public office shall immediately disclose such candidacy to the Board in writing.

The Board may determine, by majority vote, whether temporary suspension, resignation, recusal from specific matters, or other appropriate action is necessary to protect the Chamber’s nonpartisan status and organizational interests.

4.17 Indemnification

The Chamber may indemnify current and former Officers, Directors, committee leaders, and authorized representatives to the fullest extent permitted by applicable law for actions performed in good faith on behalf of the Chamber.

The Chamber may purchase and maintain Directors and Officers Liability Insurance and such other insurance as the Board of Directors determines appropriate to protect the Chamber and its representatives.

4.18 – Reliance Upon Professional Advisors

In the performance of their duties, Directors and Officers shall be entitled to rely in good faith upon reports, opinions, financial statements, legal advice, audits, and other information prepared by attorneys, certified public accountants, auditors, consultants, or other professionals whom the Director reasonably believes to be competent in the matters presented.

ARTICLE V

EXECUTIVE OFFICERS

5.01 Executive Officers

The elected Executive Officers of the Chamber shall consist of:

President
Vice President
Secretary
Treasurer

Executive Officers shall serve as the principal fiduciary and operational leadership of the Chamber and shall perform their duties in accordance with these Bylaws, Board-approved policies, and applicable law.

No Executive Officer shall possess unilateral authority to act independently on behalf of the Chamber unless expressly authorized by these Bylaws or by formal action of the Board of Directors.

Executive Officers shall exercise only those powers expressly granted by these Bylaws, Board-approved policies, or formal action of the Board of Directors. All authority not expressly delegated shall remain vested in the Board of Directors.

5.01A Executive Committee

The Executive Officers shall collectively constitute the Executive Committee of the Board of Directors.

The Executive Committee may act between meetings of the Board only on matters delegated by the Board of Directors or requiring immediate action, provided that all such actions are reported to the Board at its next regular meeting.

The Executive Committee shall not have authority to:

Amend these Bylaws;
Approve or amend the annual budget;
Elect or remove Directors or Executive Officers except as expressly authorized herein;
Approve dissolution, merger, or sale of substantially all Chamber assets;
Hire or terminate the Executive Director except when specifically authorized by the Board;
Take any action reserved exclusively to the Board of Directors under these Bylaws or applicable law.

5.02 President

The President shall serve as the principal executive leader and official representative of the Chamber and shall provide strategic leadership, organizational oversight, and coordination of Chamber affairs.

The President shall:

A. Preside over meetings of the Board of Directors and membership meetings;

B. Coordinate and supervise the implementation of Board-approved initiatives, policies, and strategic priorities;

C. Serve as an official representative and spokesperson of the Chamber;

D. Collaborate with Executive Officers and Directors to support organizational growth, operations, partnerships, and community engagement;

E. Nominate individuals for vacancies, committees, or appointments as authorized under these Bylaws;

F. Assist in maintaining organizational accountability, continuity, and compliance;

G. Perform other duties authorized by the Board of Directors.

H. Serve as the primary liaison between the Board of Directors and the Executive Director unless otherwise directed by the Board.

I. Execute contracts and other official documents only when authorized by the Board of Directors or pursuant to Board-approved policy.

The President shall remain accountable to the Board of Directors and shall not possess unilateral authority over Chamber governance, finances, appointments, removals, or organizational decisions requiring Board or Executive Officer approval.

5.03 Vice President

The Vice President shall support and complement the President in the leadership and operations of the Chamber and shall assist in maintaining continuity, implementation, and organizational effectiveness.

The Vice President shall:

A. Assist the President in the execution of Chamber initiatives, operational priorities, and strategic objectives;

B. Assume leadership responsibilities over projects, programs, committees, or functions delegated by the President or Board of Directors;

C. Support coordination among Executive Officers, Directors, committees, and organizational activities;

D. Serve in the absence, incapacity, or temporary unavailability of the President;

E. Assist in maintaining organizational continuity, accountability, and communication;

F. Perform additional duties assigned by the President or Board of Directors.

G. Assist in Board development, succession planning, strategic planning, and leadership development initiatives as assigned by the Board of Directors.

The Vice President shall work collaboratively with the President while remaining accountable to the Board of Directors and these Bylaws.

5.04 Secretary

The Secretary shall oversee the official records, governance documentation, notices, and administrative records of the Chamber.

The Secretary shall:

A. Maintain accurate records of Board meetings and membership meetings;

B. Ensure proper notice of meetings in accordance with these Bylaws;

C. Maintain official governance records, minutes, attendance records, and organizational documents;

D. Assist in maintaining organizational compliance and documentation requirements;

E. Maintain records related to Board actions, elections, appointments, and governance matters;

F. Perform additional duties assigned by the Board of Directors.

G. Certify official corporate records, resolutions, and documents when required.

H. The Secretary may delegate administrative recordkeeping responsibilities to the Executive Director or Chamber staff while retaining overall responsibility for the integrity of the Chamber's official records.

5.05 Treasurer

The Treasurer shall oversee the financial records, reporting, and financial accountability of the Chamber.

The Treasurer shall:

A. Maintain oversight of Chamber financial records, accounts, and financial reporting;

B. Assist in the preparation and presentation of budgets, financial reports, and financial summaries to the Board of Directors;

C. Monitor financial compliance, recordkeeping, and accountability procedures;

D. Coordinate banking, financial documentation, and authorized financial transactions in accordance with Board-approved policies;

E. Assist in ensuring proper financial controls and transparency within the Chamber;

F. Support audit, review, tax filing, and financial reporting processes as required;

G. Perform additional duties assigned by the Board of Directors.

H. Review financial statements on a regular basis and promptly report material financial concerns to the Board of Directors.

I. The Treasurer may delegate bookkeeping, accounting, payroll, or administrative financial functions to qualified employees or independent contractors while retaining oversight responsibility.

The Treasurer shall not independently authorize or execute major financial obligations, expenditures, or transactions except as authorized by these Bylaws or by formal approval of the Executive Officers or Board of Directors.

5.05 A Annual Financial Review

The Board of Directors shall determine annually whether the Chamber's financial condition, revenue, grant requirements, or other circumstances warrant an independent audit, financial review, compilation, or other examination by a Certified Public Accountant.

5.06 Financial Authority and Controls

The Board of Directors may establish financial policies, approval thresholds, banking procedures, reimbursement policies, and internal financial controls necessary to protect the financial integrity of the Chamber.

Financial transactions, expenditures, contracts, banking access, and obligations of the Chamber shall be conducted in accordance with Board-approved policies and applicable law.

The Board may require dual authorization, multiple signatories, or additional oversight measures for designated financial activities or obligations.

The Board of Directors shall adopt, if it deems necessary, written financial policies governing expenditures, procurement, reimbursements, reserve funds, investments, banking authority, credit card usage, purchasing, internal controls, and other financial matters necessary to safeguard the assets of the Chamber.

5.07 Succession and Temporary Delegation

In the temporary absence, incapacity, resignation, or inability of the President to perform official duties, the Vice President shall temporarily assume the responsibilities of the President until the Board of Directors determines an appropriate course of action pursuant to these Bylaws.

Executive Officers may temporarily delegate operational responsibilities as necessary to support organizational continuity, provided such delegation does not transfer governance authority contrary to these Bylaws.

If both the President and Vice President are unable to perform their duties, the Board of Directors shall appoint an Acting President until the vacancy is filled pursuant to these Bylaws.

5.08 Additional Duties

The Board of Directors may assign additional responsibilities, operational duties, oversight functions, or leadership assignments to Executive Officers as necessary to support the mission, growth, and effective operation of the Chamber.

The Executive Officers may recommend the creation, modification, consolidation, or dissolution of Director positions and may establish role descriptions, operational responsibilities, and leadership expectations based on the evolving needs of the Chamber.

Such positions and role descriptions shall remain subject to review and approval by the Board of Directors.

5.09 Annual Officer Certifications

Each Executive Officer shall annually complete Conflict of Interest, Confidentiality, and Fiduciary Duty acknowledgments in forms approved by the Board of Directors.

5.10 Officer Resignation

Any Executive Officer may resign at any time by submitting written notice to the President or Secretary. Unless otherwise specified, the resignation shall become effective upon receipt and acceptance shall not be required.

ARTICLE VI

ELECTIONS

6.01 Election of Executive Officers

The Executive Officers of the Chamber shall be elected by eligible voting members in accordance with these Bylaws and election procedures adopted by the Board of Directors.

Executive Officer elections shall be conducted every two (2) years during the Annual Meeting or at another date approved by the Board of Directors.

The elected Executive Officer positions shall consist of:

President
Vice President
Secretary
Treasurer

Executive Officers shall assume office at the conclusion of the election process or on a date determined by the Board of Directors.

Each individual elected to Executive Office shall affirm acceptance of the office and agree to comply with these Bylaws before assuming office.

6.02 Election Committee

The Board of Directors shall appoint an Election Committee consisting of no fewer than three (3) members to oversee and administer the election process.

Members of the Election Committee:

A. Shall not be active candidates for elected office during the election cycle they oversee;

B. Shall assist in verifying candidate eligibility and voting eligibility;

C. Shall oversee ballot preparation, voting procedures, ballot counting, and certification of results;

D. Shall act in a fair, impartial, and professional manner throughout the election process.

The Election Committee may recommend additional election procedures to the Board of Directors as necessary to support transparency, integrity, and orderly administration of elections.

Election Committee members shall execute confidentiality and impartiality acknowledgments prior to serving.

6.03 Nominations

Self-nominations and nominations by eligible members shall be permitted.

The Election Committee shall establish and publish nomination deadlines and candidate submission requirements prior to each election cycle.

All nominations must be submitted in the manner and timeframe established by the Election Committee.

The Election Committee shall verify candidate eligibility prior to placement on the ballot.

The Election Committee may establish standardized nomination forms, candidate questionnaires, and reasonable submission requirements consistent with these Bylaws.

6.04 Candidate Eligibility

Candidates for Executive Officer positions must:

A. Be affiliated with an Active Membership in Good Standing;

B. Have maintained active membership and voting eligibility for at least one (1) consecutive year prior to the election;

C. Meet all participation and voting eligibility requirements established by these Bylaws;

D. Not be under suspension or disciplinary action by the Chamber;

E. Not be ineligible pursuant to removal provisions established in these Bylaws.

The Election Committee shall verify candidate eligibility prior to finalizing the ballot.

Candidate eligibility shall be determined as of the close of the nomination period.

The Board of Directors may establish additional minimum qualifications for any Executive Officer position, provided such qualifications are applied uniformly, are consistent with these Bylaws, and are adopted prior to the opening of the nomination period.

6.05 Campaign Conduct

All candidates and campaign representatives shall conduct themselves in a professional, respectful, ethical, and non-disruptive manner throughout the election process.

Campaigns shall focus exclusively on the qualifications, experience, vision, leadership, and proposed contributions of the candidate.

Candidates and campaign representatives shall not:

A. Publicly or privately disparage, attack, defame, intimidate, harass, or make derogatory statements regarding another candidate, member, Officer, Director, or representative of the Chamber;

B. Reference, imply, or allude to opposing candidates in a negative, comparative, indirect, or inflammatory manner;

C. Misrepresent Chamber positions, endorsements, or organizational authority;

D. Use Chamber resources, membership lists, branding, or official communication channels for unauthorized campaign purposes;

E. Engage in conduct deemed detrimental to the professionalism, integrity, reputation, or orderly administration of the Chamber election process.

The Election Committee and Board of Directors may investigate alleged violations of campaign conduct standards and may impose disciplinary actions, including warnings, disqualification, or other corrective measures deemed appropriate.

Candidates shall not utilize Chamber funds, staff, volunteers acting in their official capacities, organizational equipment, or other Chamber resources to obtain an unfair campaign advantage.

6.06 Voting Procedures

All Chamber elections shall be conducted by in-person ballot or through a secure electronic voting system approved by the Board of Directors and administered by the Election Committee, unless otherwise required by applicable law.

Only eligible Voting Members, or their designated Voting Representatives, who satisfy all voting eligibility requirements established by these Bylaws shall be entitled to vote.

Proxy voting shall not be permitted. Electronic voting shall be permitted only through a secure voting platform approved by the Board of Directors that provides reasonable safeguards to verify voter eligibility, maintain ballot confidentiality, prevent duplicate voting, and preserve the integrity of the election.

The Election Committee shall establish and administer reasonable procedures for voter verification, ballot distribution, voting administration, vote tabulation, and election integrity. Such procedures may include the use of unique voting credentials, authentication measures, and other safeguards deemed appropriate to ensure the security and confidentiality of the election.

All ballots, whether cast in person or electronically, shall remain confidential and shall not be disclosed except as required by applicable law or by order of a court of competent jurisdiction.

The Election Committee shall maintain custody of ballots and election records for not less than one (1) year following certification of election results unless a longer period is required by law or Board policy.

The Election Committee shall certify the election results and present the final vote count to the Board of Directors. Election results shall become official upon certification by the Election Committee.

6.07 Ballot Counting and Certification

Ballot counting shall be conducted by the Election Committee in a transparent and orderly manner.

The Election Committee may appoint additional election inspectors or ballot observers as necessary to support election integrity and transparency.

Election results shall be certified by the Election Committee and formally announced to the membership following completion of the counting process.

The Election Committee may retain independent election inspectors or observers whenever deemed appropriate to preserve election integrity.

6.08 Tie Votes

In the event of a tie vote for any elected Executive Officer position, a runoff election between the tied candidates shall be conducted at a date determined by the Election Committee and Board of Directors.

If a runoff election also results in a tie, the Election Committee shall determine the winner by lot conducted in the presence of the candidates or their designated observers unless the Board of Directors establishes an alternative procedure prior to the election.

6.09 Election Challenges and Disputes

Any election-related challenge, complaint, or dispute must be submitted in writing to the Election Committee within seven (7) calendar days following certification of election results.

The Election Committee shall review the matter and may issue recommendations to the Board of Directors.

The Board of Directors shall have final authority regarding election disputes, interpretations, and remedies pursuant to these Bylaws.

The filing of an election challenge shall not automatically suspend certification of election results unless the Board of Directors determines that extraordinary circumstances require such action.

6.10 Postponement of Elections

The Board of Directors, by a two-thirds (2/3) vote, may postpone an election for up to twelve (12) months under extraordinary circumstances affecting the orderly administration, integrity, safety, legality, or operational continuity of the election process.

Extraordinary circumstances may include, but are not limited to:

Natural disasters
States of emergency
Severe operational disruptions
Pending legal matters materially affecting the election
Failure to achieve quorum
Significant organizational emergencies

During any approved postponement period, current Executive Officers shall continue serving until the election process is completed.

Whenever an election is postponed, the Board of Directors shall establish an alternative election schedule as soon as reasonably practicable.

6.11 Vacancies Following Elections

If an elected Executive Officer position remains vacant due to resignation, declination, incapacity, disqualification, or failure to elect a candidate, the vacancy shall be filled in accordance with Article IV, Section 4.11 of these Bylaws.

6.12 Election Records

Election records shall constitute official corporate records of the Chamber and shall be maintained by the Secretary in accordance with the Chamber's Records Retention Policy.

6.13 Additional Election Procedures

The Board of Directors may adopt additional election rules and administrative procedures consistent with these Bylaws and applicable law. Such procedures may address candidate forums, campaign communications, ballot formats, election observers, vote counting procedures, and other administrative matters necessary to ensure fair and orderly elections.

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ARTICLE VII

FINANCIAL ADMINISTRATION

7.01 Fiscal Year

The fiscal year of the Chamber shall begin on January 1 and end on December 31 unless otherwise determined by the Board of Directors.

7.02 Budget Approval

The Chamber shall operate pursuant to an annual budget approved by the Board of Directors.

The Treasurer, in coordination with the Executive Officers, shall assist in the preparation and presentation of the proposed annual budget for Board review and approval.

No major financial obligation, expenditure, or contractual commitment outside the approved budget shall be authorized without approval of the Board of Directors.

The Board of Directors may amend the annual budget during the fiscal year whenever necessary to respond to changing operational, financial, or strategic circumstances.

7.03 Financial Oversight

The Board of Directors shall maintain oversight responsibility for the financial affairs, assets, obligations, and financial integrity of the Chamber.

The Executive Officers and Treasurer shall work collaboratively to support responsible financial management, accountability, transparency, and compliance with applicable laws and organizational policies.

The Board shall maintain oversight of all Chamber assets, investments, reserve funds, restricted funds, grants, liabilities, and financial obligations.

7.04 Banking Authority

Authorized access to Chamber financial accounts, banking platforms, and financial instruments shall be limited to the following Executive Officers unless otherwise approved by the Board of Directors:

President
Vice President
Treasurer

No single Executive Officer shall possess unilateral authority over Chamber financial accounts, withdrawals, transfers, expenditures, or financial obligations unless specifically authorized by Board-approved financial policies.

The Board of Directors may establish additional financial safeguards, authorization requirements, or internal controls as necessary.

Electronic banking credentials, online banking access, debit cards, credit cards, ACH authority, wire transfer authority, and other financial access credentials shall be issued only in accordance with Board-approved financial policies.

7.05 Financial Transactions

Financial transactions, expenditures, reimbursements, obligations, and contracts shall be conducted in accordance with Board-approved budgets, financial policies, and internal controls.

The Board of Directors may establish approval thresholds requiring majority approval of the Executive Officers or full Board approval depending on the amount, purpose, or nature of the transaction.

The Chamber may require dual authorization, multiple signatories, supporting documentation, or additional approval procedures for designated financial activities.

No Officer, Director, committee, employee, Executive Director, volunteer, or representative shall incur indebtedness, execute contracts, or otherwise obligate the Chamber except as authorized by the Board of Directors or pursuant to Board-approved policy.

7.05A Contracts

All contracts, leases, grant agreements, sponsorship agreements, employment agreements, independent contractor agreements, settlement agreements, and other legal obligations shall be executed only by individuals authorized by the Board of Directors.

7.05B Purchasing Policy

The Board of Directors may adopt purchasing and procurement policies establishing competitive bidding procedures, approval thresholds, vendor selection criteria, and conflict-of-interest safeguards.

7.06 Restricted Funds

Funds received for scholarships, grants, sponsorships, charitable initiatives, restricted donations, or designated organizational purposes shall be used exclusively for their intended purpose.

The Chamber shall maintain appropriate records and oversight procedures for restricted funds and scholarship-related activities.

No restricted funds shall be redirected, reassigned, or otherwise used for unrelated purposes without proper authorization and legal compliance.

7.07 Reimbursements

Any reimbursement request submitted on behalf of the Chamber shall require appropriate supporting documentation, including receipts or proof of expenditure.

The Board of Directors may establish reimbursement procedures, approval requirements, submission deadlines, and financial accountability policies as necessary.

7.08 Financial Reports

The Treasurer shall provide periodic financial reports to the Board of Directors, including summaries of income, expenses, account balances, obligations, and budget performance.

Financial reporting shall occur no less than quarterly unless otherwise determined by the Board.

The Secretary shall maintain organized archival copies of approved budgets, financial reports, meeting-approved expenditures, receipts, and other financial documentation provided by the Treasurer for official Chamber records and governance continuity purposes.

Whenever practical, monthly financial statements should also be provided to the Board of Directors to facilitate timely financial oversight.

7.09 Audit

The Board of Directors may authorize financial reviews, audits, or independent examinations of the Chamber’s financial records as required by law, grant requirements, donor obligations, or organizational necessity.

The Chamber shall cooperate with all legally required financial reporting, recordkeeping, and compliance obligations.

7.10 Grants

The Chamber may solicit, receive, manage, and administer grants, sponsorships, donations, fundraising proceeds, and other lawful financial contributions in support of its mission and programs.

7.11 Financial Records

The Chamber shall maintain accurate and organized financial records in accordance with applicable law and accepted organizational practices.

Financial records, reports, and supporting documentation shall be maintained in a secure and organized manner to support transparency, accountability, continuity, and proper governance oversight.

The Board of Directors may establish additional record retention, financial transparency, and document management policies as necessary.

Financial records shall be retained in accordance with the Chamber's Document Retention Policy.

7.12 Reserve Funds

The Board may establish operating reserves, capital reserves, scholarship reserves, emergency reserves, and other designated reserve funds as deemed appropriate.

7.13 Investment Authority

Investment of Chamber assets shall be conducted pursuant to policies approved by the Board of Directors and consistent with prudent financial management practices.

ARTICLE VIII

COMMITTEES AND LEADS GROUPS

8.01 Establishment

The Board of Directors may establish standing committees, special committees, task forces, working groups, or other organizational bodies as necessary to support the mission, programs, operations, and strategic objectives of the Chamber.

Committees may be created, modified, consolidated, suspended, or dissolved by the Board of Directors as organizational needs evolve.

Committees possess no independent corporate authority unless expressly delegated by the Board.

8.02 Standing Committees

The Chamber may maintain standing or special committees including, but not limited to:

Golf Tournament Committee
Scholarship Committee
El Josco Awards Committee
Election Committee

Additional committees may be established by the Board of Directors as necessary.

Committees shall support the planning, coordination, implementation, and oversight of designated Chamber initiatives, events, programs, or organizational functions.

8.03 Leads Groups

The Chamber may establish and operate official Leads Groups as networking, business development, referral, educational, or relationship-building programs designed to support member engagement and professional growth.

Leads Groups shall operate under the oversight and authority of the Chamber and shall remain subject to these Bylaws, Board-approved policies, and organizational standards.

The creation, modification, consolidation, suspension, or dissolution of any Leads Group shall require approval of the Board of Directors.

Leads Groups are programs of the Chamber and possess no separate legal identity.

8.04 Appointment

Leads Groups shall operate under the oversight and authority of the Chamber and shall remain subject to these Bylaws, Board-approved policies, and organizational standards.

The creation, modification, consolidation, suspension, or dissolution of any Leads Group shall require approval of the Board of Directors.

Appointments may be removed by the Board of Directors at any time, with or without cause, whenever the Board determines such action to be in the best interests of the Chamber.

8.05 Authority

Committees and Leads Groups shall function in an advisory, operational, planning, or program-support capacity only and shall not possess independent governance authority unless expressly authorized by the Board of Directors.

No committee, Leads Group, Chairperson, Leads Group President, or member shall independently bind the Chamber to financial obligations, contracts, public positions, sponsorship agreements, legal commitments, or organizational representations without proper authorization pursuant to these Bylaws and Board-approved policies.

All committees and Leads Groups shall remain accountable to the Board of Directors and Executive Officers.

Without prior Board approval, no committee or Leads Group shall:

hire employees;
retain legal counsel;
borrow money;
execute contracts;
initiate or settle litigation;
endorse political candidates;
incur indebtedness on behalf of the Chamber.

8.06 Removal

The Board of Directors may remove committee members, Chairs, Leads Group Presidents, or other appointed leadership positions when deemed necessary for organizational effectiveness, policy compliance, operational restructuring, inactivity, misconduct, or the best interests of the Chamber.

The Board of Directors may suspend or dissolve committees or Leads Groups as necessary to support the mission, operational needs, or strategic direction of the Chamber.

8.07 Advisory Council

The Board of Directors may establish an Advisory Council or Advisory Board composed of former leaders, business professionals, community representatives, strategic partners, subject matter experts, or other individuals whose experience, relationships, or expertise may benefit the Chamber.

Advisory Council members shall serve in a non-voting and advisory capacity only and shall possess no governance authority unless otherwise authorized by the Board of Directors.

The Advisory Council may provide recommendations, mentorship, strategic guidance, community insight, fundraising support, sponsorship assistance, advocacy support, or other advisory contributions to the Chamber.

Advisory Council members may be appointed, removed, or restructured by the Board of Directors as organizational needs evolve.

8.08 Operating Manuals

The Board may adopt operating manuals, leadership guides, committee charters, and procedural manuals without amendment of these Bylaws.

ARTICLE IX

The Chamber may adopt and maintain an official corporate seal, logo, emblem, or other identifying marks as approved by the Board of Directors.

The use of the Chamber’s official seal, logo, branding, or identifying marks shall be subject to policies and authorization established by the Board of Directors.

Unauthorized use or misrepresentation of Chamber branding or official marks is prohibited.

ARTICLE X

DISSOLUTION

10.01 Authorization of Dissolution

The Chamber may be dissolved only upon:

A. Approval by a two-thirds (2/3) vote of the Board of Directors; and

B. Approval by a two-thirds (2/3) vote of eligible voting members present at a properly noticed membership meeting called for the purpose of considering dissolution.

Notice of the proposed dissolution meeting shall be provided to the membership no fewer than thirty (30) days prior to the meeting date.

10.02 Satisfaction of Obligations

Prior to dissolution, the Chamber shall satisfy or make appropriate provision for all lawful debts, liabilities, contractual obligations, and financial commitments of the organization in accordance with applicable law.

10.03 Distribution

Upon dissolution, any remaining assets of the Chamber shall be distributed in accordance with applicable federal and state laws governing nonprofit organizations and Section 501(c)(6) of the Internal Revenue Code.

No remaining assets of the Chamber shall inure to the benefit of any individual member, Officer, Director, or private person except as otherwise permitted by law.

The Board of Directors shall determine the appropriate distribution of remaining assets to organizations, programs, or entities whose purposes are consistent with the mission and objectives of the Chamber.

Remaining assets should be distributed to one or more organizations qualifying under Section 501(c)(6) of the Internal Revenue Code or to another lawful recipient permitted by applicable federal and Florida law whose purposes are substantially consistent with those of the Chamber.

10.04 Restricted Funds and Compliance

Any restricted funds, scholarship funds, grants, sponsorship funds, charitable contributions, or donor-designated assets shall continue to be used or distributed in accordance with their original designated purpose, donor restrictions, grant requirements, and applicable law.

The Chamber shall comply with all applicable legal, financial, reporting, and regulatory requirements associated with dissolution proceedings.

ARTICLE XI

AMENDMENTS

11.01 Proposal of Amendments

Proposed amendments to these Bylaws may be initiated by:

A. The Board of Directors;

B. A duly authorized committee established for governance or Bylaws review purposes; or

C. Written recommendation submitted to the Board of Directors by eligible members in good standing.

The Board of Directors shall have authority to review, modify, accept, reject, or defer proposed amendments as deemed appropriate for the best interests of the Chamber.

11.02 Approval

Amendments to these Bylaws shall require approval by a two-thirds (2/3) vote of the Board of Directors at a properly noticed meeting.

No amendment shall become effective unless approved pursuant to these Bylaws.

11.03 Notice to Membership

Following Board approval of any Bylaw amendment, the Chamber shall provide official notice to the membership describing the approved amendment(s).

Such notice may be provided electronically, by mail, through official Chamber communication channels, or by other reasonable methods determined by the Board of Directors.

The notice shall be distributed no fewer than thirty (30) days prior to the effective date of the amendment unless immediate implementation is required for legal compliance, operational necessity, or organizational protection.

11.04 Effective Date

Approved amendments shall become effective on the date specified by the Board of Directors following the required membership notice period unless otherwise required by law or expressly stated within the amendment.

11.05 Recordkeeping

The Secretary shall maintain official records of all approved amendments, amendment dates, prior versions, and updated Bylaw documents as part of the permanent governance records of the Chamber.

11.06 Amendment Frequency

The Board of Directors should amend these Bylaws whenever reasonably necessary to maintain legal compliance, effective governance, and organizational efficiency.

ARTICLE XII

LEGAL COMPLIANCE

12.01 Compliance

The Chamber shall operate in accordance with all applicable federal, state, and local laws, regulations, and requirements governing nonprofit organizations, business associations, and organizations operating under Section 501(c)(6) of the Internal Revenue Code.

The Chamber shall maintain all required organizational filings, registrations, records, and compliance obligations necessary to preserve its legal standing and operational authority.

The Chamber shall maintain all registrations, licenses, reports, and governmental filings required by applicable law.

12.02 Nonpartisan Status

The Chamber shall remain nonpartisan and shall not endorse, oppose, or financially support political candidates or political parties in the name of the organization unless otherwise authorized by applicable law and approved pursuant to official Board action.

Nothing in these Bylaws shall prohibit the Chamber from engaging in lawful advocacy, public policy discussions, economic development initiatives, legislative engagement, or matters affecting the business community and organizational mission.

12.03 Non-Discrimination

The Chamber shall not discriminate on the basis of race, color, religion, sex, age, national origin, disability, marital status, veteran status, sexual orientation, gender identity, or any other status protected by applicable law.

The Chamber shall promote professionalism, inclusiveness, equal opportunity, and respect within its programs, leadership, membership, and organizational activities.

12.04 Private Benefit Prohibition

No part of the Chamber’s net earnings, assets, or resources shall inure to the benefit of any private individual, Officer, Director, member, or other person except as permitted by applicable law and authorized organizational activity.

The Chamber shall not operate for the personal financial gain of any individual and shall use organizational assets solely in furtherance of its mission and lawful organizational purposes.

12.05 Ethical Conduct

All Officers, Directors, committee leaders, Leads Group leaders, and members acting on behalf of the Chamber shall conduct themselves in a professional, ethical, respectful, and lawful manner consistent with the mission, reputation, and best interests of the Chamber.

The Board of Directors may adopt additional policies, codes of conduct, ethics guidelines, compliance procedures, or governance standards as necessary to support organizational integrity and accountability.

12.06 Whistleblower Protection

The Board may adopt a Whistleblower Policy encouraging the good-faith reporting of suspected misconduct while protecting individuals from retaliation.

12.07 Document Retention

The Board may adopt a Document Retention and Destruction Policy governing the preservation and disposal of organizational records.

12.08 Insurance

The Chamber may purchase and maintain insurance including, but not limited to, General Liability, Directors and Officers Liability, Cyber Liability, Crime Coverage, Workers' Compensation, Property Insurance, and Event Insurance as deemed appropriate by the Board.

ARTICLE XIII

MISCELLANEOUS

13.01 Parliamentary Authority

The rules contained in the current edition of Robert’s Rules of Order, Newly Revised shall govern procedural matters not addressed by these Bylaws.

13.02 Notices and Official Communications

Any notice required under these Bylaws may be provided electronically, by mail, through official Chamber communication platforms, or by any other reasonable communication method approved by the Board of Directors.

Delivery of notice shall be considered valid when transmitted to the member’s or Director’s last known contact information maintained in Chamber records.

13.03 Virtual and Hybrid Meetings

Meetings of the Board of Directors, committees, Leads Groups, or membership may be conducted in person, virtually, or through hybrid formats approved by the Board of Directors, provided participants are reasonably able to hear, communicate, and participate in proceedings.

Virtual participation in meetings shall constitute presence for purposes of quorum and participation unless otherwise prohibited by these Bylaws.

Official Chamber elections shall remain subject to the in-person voting requirements established in these Bylaws.

13.03A Action Without Meeting

To the extent permitted by Florida law, the Board may act by unanimous written consent executed electronically or in writing.

13.04 Organizational Records

The Chamber shall maintain appropriate organizational records including, but not limited to:

Bylaws
Meeting minutes
Financial reports
Membership records
Governance documents
Election records
Policies and procedures
Official organizational filings
Personnel records
Insurance records
Contracts
Corporate resolutions
Conflict-of-interest disclosures

The Board of Directors may establish additional records retention, storage, access, and document management procedures as necessary.

13.05 Electronic Records and Signatures

To the extent permitted by applicable law, the Chamber may utilize electronic records, digital communications, electronic signatures, cloud-based document systems, and other technology platforms for organizational operations, governance, communications, and recordkeeping.

13.05A Cybersecurity

The Board may adopt cybersecurity, data privacy, and electronic information security policies to protect organizational information and technology systems.

13.06 Interpretation

In the event of ambiguity, inconsistency, or dispute regarding interpretation of these Bylaws, the Board of Directors shall have authority to interpret and apply these Bylaws in good faith and in the best interests of the Chamber.

13.06A Reliance Upon Experts

Directors and Officers may rely in good faith upon reports, opinions, financial statements, legal advice, audits, and other information prepared by qualified professionals whom they reasonably believe to be competent.

13.07 Severability

If any provision of these Bylaws is determined to be invalid, unlawful, or unenforceable, the remaining provisions shall remain in full force and effect.

13.08 Adoption

These Bylaws and any amendments thereto shall become effective upon approval pursuant to the amendment procedures established herein.

Upon adoption, these Bylaws shall supersede all prior versions, amendments, policies, procedures, or governance provisions inconsistent with this document.

ARTICLE XIV

CODE OF CONDUCT

14.01 Applicability

This Code of Conduct shall apply to all Officers, Directors, committee leaders, Leads Group leaders, members, volunteers, appointed representatives, and individuals acting on behalf of the Chamber.

All individuals representing or participating in Chamber activities, programs, meetings, events, communications, or operations shall conduct themselves in a manner consistent with the mission, professionalism, integrity, and best interests of the Chamber.

14.02 Standards of Conduct

Individuals subject to this Code of Conduct shall:

A. Act honestly, ethically, professionally, and in good faith;

B. Treat others with dignity, courtesy, fairness, and respect;

C. Support the mission, reputation, and organizational integrity of the Chamber;

D. Comply with these Bylaws, Board-approved policies, and applicable law;

E. Avoid conduct that is disruptive, harmful, unethical, discriminatory, abusive, threatening, harassing, defamatory, or detrimental to the Chamber or its members;

F. Exercise responsible stewardship of Chamber resources, information, finances, records, and organizational property.

G. Officers and Directors acknowledge their fiduciary obligations under Florida law and these Bylaws.

14.03 Professionalism

All Chamber-related communications, interactions, meetings, campaigns, social media activity, public statements, and professional conduct shall be carried out in a respectful, constructive, and professional manner.

Personal attacks, intimidation, harassment, bullying, inflammatory conduct, defamatory statements, or behavior intended to damage the reputation of another member, leader, volunteer, or representative of the Chamber shall be prohibited.

Disagreements regarding governance, elections, organizational matters, or Chamber operations shall be addressed through appropriate organizational procedures and professional conduct standards.

Public statements or social media communications made on behalf of the Chamber shall be issued only by authorized spokespersons or as otherwise approved by the Board.

14.04 Confidentiality

Officers, Directors, committee leaders, Leads Group leaders, and individuals entrusted with confidential or sensitive organizational information shall maintain appropriate confidentiality and fiduciary responsibility consistent with their role and organizational obligations.

Confidential organizational information, financial information, membership data, internal discussions, strategic planning materials, and nonpublic records shall not be improperly disclosed, misused, or distributed without authorization.

Confidentiality obligations shall survive resignation, removal, expiration of term, or termination of service.

14.05 Public Representation

No individual shall falsely represent Chamber positions, endorsements, authority, sponsorships, partnerships, or official organizational actions.

Use of the Chamber’s name, branding, logo, official communication channels, membership information, or organizational affiliation shall remain subject to Board-approved policies and authorization requirements.

Individuals acting on behalf of the Chamber shall avoid conduct that could reasonably harm the reputation, credibility, professionalism, relationships, or public trust of the organization.

Only individuals authorized by the Board of Directors may represent official Chamber positions or issue official public statements on behalf of the Chamber.

14.06 Violations

Alleged violations of this Code of Conduct may be reviewed by the Executive Officers and/or Board of Directors or a Board-appointed Ethics Committee in accordance with applicable procedures established by the Chamber.

Corrective actions may include, but are not limited to:

Verbal or written warning
Temporary suspension of privileges or participation
Removal from leadership positions
Membership suspension
Membership termination
Disqualification from elections or appointments
Other corrective or disciplinary actions deemed appropriate by the Board of Directors

Any disciplinary action shall be conducted in a fair, reasonable, and professional manner consistent with these Bylaws and applicable organizational procedures.

14.08 Annual Acknowledgment

Each Officer, Director, Executive Director, Committee Chair, Leads Group President, and other leadership representative designated by the Board shall annually acknowledge receipt of and agreement to comply with the Chamber's Code of Conduct.