By Laws

BY LAWS
TALLAHASSEE 100 CLUB
An Unincorporated Association
Tallahassee, Florida

ARTICLE I

Section 1. The Name of the association shall be the Tallahassee 100 Club.

Section 2. It is the purpose of the Tallahassee 100 Club to form an association of persons engaged in business and professions in the Tallahassee and Leon County area, who will aid and counsel one another with business and professional problems; create and encourage business: and promote and further the mutual interest and welfare of its members as follows:

(a) Provide a means of disseminating business information of value to its members.

(b) To be a strictly non-political organization, and to promote and foster the spirit of fellowship amongst its members and a better understanding of the services the members can and do render.

(c) To aid and assist individually and as a group in solving and discussing business problems and other needs.

(d) To foster camaraderie, trust and knowledge amongst members through regular face to face association at business and social gatherings.
ARTICLE II

Section 1. The association shall meet the second and fourth Monday of each month, at a luncheon and dinner time, respectively, and shall conduct social events at least 3 times annually, finances permitting.

Section 2. The dues assessed to the members shall cover the association’s administrative expenses and all costs of the food, drink and entertainment provided at such meetings and social events, which shall be held at locations designated by the Board of Directors.

Section 3. The Board, in its discretion, may cancel any meeting which would interfere with holiday schedules, special events, or which would be financially prudent to so do.

Section 4. Speakers on topics of interest to the membership, may be invited to any dinner meeting by the Board.

Section 5. Written notice, by regular or electronic mail, shall be given to the members in advance of all regular or special meetings, elections and social events.
ARTICLE III

Section 1. Membership in the association shall be composed of not more than 100 persons actively representing a different trade, business, occupation or profession and being classified according to their main activity or profession.Classifications may be added or altered from time to time in the discretion of the Board of Directors, but no existing member in good standing shall be excluded from membership on account of any change in a classification by the Board of Directors.

Section 2. Any person, whose main activity or profession is not in competition with the main activity or profession of a member is eligible for membership in the association. An otherwise qualified application for membership shall not be denied by reason of any conflict between the main activity of such applicant and an incidental activity of a Member.

Section 3. Membership shall be held in the name of the person.

Section 4. A prospective member’s name may be proposed by an active member of the association in good standing by submitting the name of the prospect to the Membership Committee in writing with sufficient information regarding the person, to recommend the prospect to the attention of the association. The Membership Committee shall consider the application, and recommend to the Board whether such should be approved or not.

(a) The Membership Chairman shall submit said proposal and the Committee recommendations to the Board of Directors together with such other data as may be advisable and available.

(b) An individual after having been approved for membership by the Board of Directors, shall be submitted to all members of the association in the form of a written notice.

(c) Any objection to an individual as a member shall be submitted to the President, or a member of the Board within five (5) days of the date of the notice, and objections will be considered by the Boardof Directors at their next meeting.

(d) If no objections are made within five (5) days following publication of notice, the individual shall be considered admitted to membership and an invitation shall be extended.

Section 5. A person shall be classified by the Membership Committee, subject to approval of the Board of Directors, and such membership shall be held under such classification.

Section 6. There shall be only one membership allowed for each classification and no member shall apply for, or hold, more than one classification. If an applicant’s classification infringes on a current member’s classification, the Membership Committee will approach the current member for their input before proceeding with the application to the Board of Directors. While a member must declare a primary classification they are not prohibited from offering other services as long as no other member offers those services as his or her primary classification.

Section 7. The acceptance by the Board of Directors, and membership, of an application for membership shall make it obligatory upon the part of the accepted member to fulfill and perform all requirements herein contained and to conform to all rules and regulations, whether expressed in these By-Laws or otherwise, which have been or may be from time to time be adopted by the association.

Section 8. Tallahassee 100 Club is a voluntary organization. Under no circumstances shall there be any pecuniary value to membership in the association, nor shall such membership be assignable of transferable or deemed to create a vested right. No member shall acquire a vested right in and to membership in this association. Each and every membership shall be at sufferance, Tallahassee 100 Club having the right to admit or expel such members as it deems fit and in the manner prescribed by the rules, regulations, and these By-Laws.

Section 9. Membership in the association shall be conditioned, amongst other things, upon the fact that no Member shall have any right, right of action, or action against the association, or any officer, director, committeeman, employee, or member or the membership of the Tallahassee 100 Club as a consequence of any suspension, termination of membership or expulsion, or in consequence of any act arising from any activity of the association.

Section 10. Whenever the Board of Directors deems it for the best interest of the association and its other members to cancel a Membership, or expel a Member, and declare the classification theretofore held by the Member vacant, it shall have the power to do so by a majority vote in favor of such action. However, before a Membership is canceled or a Member expelled, the Board shall inform the Member of any and all charges or reasons for the contemplated action and allow the Member reasonable time to answer and an opportunity to be heard. Upon such cancellation of membership all right, title, interest, and privileges, if any there be, of that member and Membership in the association, shall automatically cease. Expulsion of a member for that member’s failure to pay required dues or other membership fees, after 30 days written notice to the member of such delinquency, shall be automatic and not require a vote of the Board of Directors, nor any hearing.

Section 11. A member shall attend each and every regular meeting of the membership of Tallahassee 100 Club and may be expelled from membership for four absences in any quarter. This provision shall be strictly observed by the association, and is accepted by each and every member as an obligation and condition of continued active membership.

Section 12. A member is eligible for retired active status upon meeting the following requirements:

(a) Retired from active participation in their occupational classification.

(b) Having been an active member in good standing of the Tallahassee 100 Club for a period of not less than five (5) years prior thereto.

(c) Being over the age of 70. Any member meeting these requirements may request in writing to the Board of Directors this change of status. The Board shall act upon this request at the next regular Board meeting. Upon change of status, the occupational classification shall then be open to a new member. A retired status member shall pay regular dues; provided that if such member, at the time of change in status, had been a member in good standing for more than 20 years, the basic dues shall be one-half that of a regular member. A retired member must attend a minimum of four (4) meetings each year and shall not be eligible to vote or hold office nor shall his or her membership count against the 100 member limit.

Section 13. A Member shall be eligible for Sustaining Membership if such member has been a member in good standing for at least five (5) years prior thereto, and is no longer able to meet the meeting attendance requirements of membership in the association. A Sustaining Member will not block the category they held at the time they became a Sustaining Member, or any other category. They must attend a minimum of four (4) meetings each year and maintain their dues as regular members must. Sustaining Membership status shall be subject to approval by the Board of Directors upon written application of the member; additionally, the Board may, but shall not be compelled or obligated, place an otherwise eligible member on Sustaining Membership status in lieu of expelling that member for failure to meet the association meeting attendance requirements. Former members of at least five (5) years who left in good standing may apply for this classification provided that the category they were originally in has not been filled and that such former member does not then actively participate in any main occupation conflicting with that of another member. A Sustaining Member shall not be eligible to vote or hold office nor shall membership count against the 100 member limit.
ARTICLE IV

Section 1. All memberships shall be represented by a Member, and all Membership privileges shall be exercised by the Member.

Section 2. Only owners, part-owners, or executive officers of businesses represented shall be eligible to serve as Members.

Section 3. A co-owner/executive officer of a Member’s business shall be eligible for membership upon meeting all the requirements for such, the same as the original member, and shall pay the same amount of dues as a regular member. Attendance requirements shall be measured collectively in such circumstance, but only one vote may be exercised in such case.

(a) In no case, however, shall such additional member from a Member’s business be admitted unless such person is recognized as having authority next to the Member.

(b) The acceptance by Tallahassee 100 Club of such additional member shall automatically place upon that person the same responsibility to Tallahassee 100 Club as the Member, and shall grant such person all privileges extended the member except as limited herein.
ARTICLE V

Section 1. Members or the additional member from Member’s business shall attend each and every regular meeting of Tallahassee 100 Club.

Section 2. Members shall give a trade talk on their business when called upon.

Section 3. Members shall familiarize themselves with the business interests of fellow members to the extent that they will recognize opportunities for helping fellow members in a business way.

Section 4. Members shall handle all business leads and recommendations reported to them in such a thorough business manner that it will reflect credit on the member recommending their products and services, as well as on the membership of Tallahassee 100 Club.

Section 5. Whenever there is an opportunity to do so, Members shall recommend at all times the services and products of their fellow members to all friends and business associates.

Section 6. Members shall always give fellow members every possible preference in business transactions, other things being equal, and subject to legitimate demands of policy with respect to established business connections.

Section 7. Every effort shall be made to assist individual members in handling the solution of their problems.

Section 8. The association and members’ confidential business shall be treated as such.
ARTICLE VI

Section 1. The Membership application fee, which shall be non-refundable unless the applicant is rejected due to the category being already filled, shall be the greater of sixty ($60.00) dollars or the amount as then established by the Board of Directors; a check for this amount shall be remitted with the application of the person being considered for membership.

Section 2. Each member shall pay dues and other charges as designated by the Board of Directors. Dues are non-refundable.

Section 3. Any member who is in arrears for thirty (30) days shall be notified in writing of the delinquency and if such member fails to pay the delinquent dues within thirty (30) days thereafter, such person shall be expelled from the membership.

Section 4. There shall be no other fees, dues, charges, assessments or penalties imposed upon Members, except for those dues and charges established annually by the Board of Directors, without a two-thirds vote of approval by the membership of the association.

Section 5. The Board of Directors shall have the power to raise or reduce the amount of the annual dues.

Section 6. There shall be no donations, gifts or presents made by the association.

Section 7. A member shall pay the expenses of any guest such member may bring.

Section 8. Members shall not invite the same guest twice in any two (2) months period.
ARTICLE VII

Section 1. The management of the affairs of the association shall be vested in a Board of Directors consisting of eleven (11) members, which shall include the existing officers and six (6) elected directors and the immediate past President who will serve one year as an additional Director.

Section 2. The Directors shall serve a term of two (2) years.

Section 3. The Officers of Tallahassee 100 Club, shall be a President, Vice-President, Secretary and a Treasurer.

Section 4. The President shall be executive and administrative officer of the association, shall preside at all meetings of the association and its Board when present, and shall perform such other duties as the Board of Directors may prescribe.

Section 5. The Vice-President shall assist the President in the performance of the Presidential duties, perform the duties of President in the absence of the President and perform such other duties as the Board of Directors may prescribe.

Section 6. The Secretary shall record the minutes of all meetings of the Board and maintain attendance records of the members at all meetings of the membership. Minutes shall be signed by the presiding officer after the minutes are approved. The Secretary shall have charge of the general correspondence of the organization and shall sign all notices. The Secretary shall notify members of their election to office, shall, in coordination with the Treasurer, make a complete and correct report and index of the members in good standing, and at the expiration of the term of office, turn over to the successor all records of the organization and make a receipt thereof. The Secretary shall notify the members of each meeting and of the Board meetings.

Section 7. The Treasurer shall be charged with the custody of the funds of the association and shall sign all checks, drafts of orders of disbursement of monies belonging to the association; shall timely bill the members for dues and keep records thereof in coordination with the member rolls maintained by the Secretary, and receive and care for all funds in the name of the association in banks or other financial institutions; and shall generally perform all the duties pertaining to the office of Treasurer.
ARTICLE VIII

Section 1. All officers and directors must be Members in good standing of the association. No Member may be elected to the Office of President without first having served as a member of the Board of Directors.

Section 2. The officers and directors of the Tallahassee 100 Club shall be elected by the membership annually at the first meeting in December of each year and shall take office at the first meeting in January of each year.

Section 3. The outgoing President shall be automatically a member of the Board of Directors for the next twelve months after the termination of the term.

(a) No Member holding the office of President or Vice-President respectively, shall be eligible consecutively to succeed themselves in the same office. No member and additional member from the same business shall serve as an officer or on the Board of Directors at the same time.

(b) A director who has served two (2) consecutive terms must rotate off one (1) year before serving as a director again.

Section 4. All vacancies on the Board of Directors, except that of President, shall be filled for the remainder of the term by a majority vote of the Membership attending the first regular meeting within thirty (30) days after the vacancy occurs. The office of President shall be filled by the Vice-President. The office of Vice-President and/or other officers will be filled, by a Director, for the remainder of the time by a majority vote of the remaining Directors within thirty (30) days after the vacancy occurs.

Section 5. All elections shall be by secret ballot.

Section 6. Not less than four (4) weeks before each annual election the President shall appoint a nominating committee of five (5) members in good standing, whose duties shall be to present a slate of officers and directors for annual election at the first meeting of December. This slate shall be communicated in writing to the membership prior to the meeting in December.

Section 7. Nominations shall be permitted from the floor at the December election meeting.

Section 8. Only active members in good standing are entitled to vote and hold office.
ARTICLE IX

Section 1. There shall be a Membership Committee, composed of five (5) members, one of whom shall be a Member of the Board of Directors who shall serve as Chairman, appointed by the President. This committee, in regard to all matters which it may deem of importance to the association, shall investigate applicants for membership, and shall act in conformity with the provisions of these By-Laws. This Committee, in addition to the foregoing, shall consider:

(a) Whether the applicant is a “professional joiner” and if so, may therefore take very little interest in the activities and purposes of Tallahassee 100 Club, because of being so involved in other matters that such person may be able to receive ONLY rather than “give” in proportion.

(b) The applicant’s standing in the community.

(c) The applicant’s general reputation in the community.

(d) The applicant’s general reputation for ethical conduct of his or her business.

(e) The applicant’s length of time in business.
ARTICLE X

Section 1. A quorum for the transaction of business of all meetings of the membership and of the Board of Directors, shall be 51% of the members eligible to vote if all had been present.

Section 2. The monthly meeting of the Board of Directors shall be approximately one (1) week prior to the main business meeting.

Section 3. Special Meetings may be held at the call of the President.
ARTICLE XI

Section 1. There shall be no participation in, endorsement of, or resolutions offered in connection with any political or public activity.

Section 2. No speaker may appear before Tallahassee 100 Club, to promote partisan politics or a particular religion.

Section 3. Robert’s Rules of Order shall apply wherever questions of operations and procedure are not covered by these By-Laws.
ARTICLE XII

No officer, Director, Employee, Committee, or Member shall incur any debt in behalf of Tallahassee 100 Club, or in any way render it liable, unless by authority of the Board of Directors, or by proper action of the Membership in regular session.
ARTICLE XIII

The fiscal year of Tallahassee 100 Club, shall begin on the first day of January, and terminate on the last day of December of each year.
ARTICLE XIV

These By-Laws may be amended at any regular meeting of the membership by a majority vote in favor of such amendment, provided that a copy of the same has been provided to the members at least seven (7) days before the meeting at which same is considered.