BAY AREA B.A.M.M., INC.
Purposes and Powers
1.02 This Corporation (B.A.M.M. / BAY AREA MONEY MAKERS) will have the purposes or powers as; may be stated in its Articles of Incorporation, and such powers as are now or may be granted hereafter by law.
OFFICES AND AGENCY
Principal and Branch Offices
2.01 The principal place of business of this Corporation is Florida and will be located at Pinellas County, Florida. In addition, the Corporation may maintain other offices either within or without the State of Florida as its business requires.
Definition of Membership
3.01 The Members of this Corporation are those persons or entities who have been accepted for membership as provided hereinafter and who are in good standing in accordance with the provision of these Bylaws.
Classes of Members
3.02 This Corporation will have two classes of Members that are designated as Charter Members and General Members, Charter Members are those Members who comprise the original core group who founded the Corporation and provided the initial stating funds. After attaining 15 Charter Members and incorporation of the Corporation, all future members shall be General Members. Except as otherwise provided, the term “Member”, as used hereinafter, shall refer to both Charter Members and General Members.
Qualification and Appointment of Members
3.03 The Corporate Members qualifications and rights shall be established and determined from time to time by the Board of Directors (hereinafter the “Board”). Initially, those qualifications and rights shall consist of the following:
A. Membership will include representatives from businesses who depend on referrals to build their business. Each representative of a Member who shall attend regular meetings of Members shall be a decision-maker in a sales or marketing capacity or in a business development position for the Member represented. No new Member shall be admitted which is engaged in a business profession or endeavor which will conflict or compete with a current Member in good standing as to the suitability for leads, referrals or marketing, or in the products or services offered by such current Member.
B. New Members are admitted to membership in the Corporation under the following process:
(1) The potential Member shall he introduced by a current Member in good standing at a regular Member meeting. The potential Member shall be provided with a copy of the Bylaws of the Corporation.
(2) The potential Member shall complete any written application form as may be required from time to time by the Board, and the current Member shall present to the Board the business card and written application, if any, of the potential Member, along with the potential Members personal or business biography. copies of any Federal, State or local licenses, as applicable, to authorize the potential Member to engage in its primary business operation, and a sufficient number of business cards for all of the current Members to receive at least one such business card. No potential member shall be considered for membership until all of the foregoing documents are received by the Board. Background checks may be required in the discretion of the Board and at the cost of the Corporation, and the potential Member shall execute and deliver any document, consent or authorization reasonably required from time to time by the Board for that purpose.
(3) All applications, biographies and documents submitted by potential Members shall immediately become the property of the Corporation, shall be filed with the Corporation’s secretary and shall be available for inspection and copying from time to time, upon reasonable notice, by all Members in good standing.
(4) The Board shall review each membership application and resolve any conflicts which may exist between the potential Member and any current Member in good standing. The Board reserves the right to settle any conflicts in the best interest of the group as a whole by either accepting or rejecting the application at the monthly or special Board meeting. A potential Member shall he accepted as: a Member upon the affirmative vote of a majority of the Board,
(5) Upon acceptance, new Members must pay dues in the amount specified elsewhere in these bylaws no later than the second meeting following acceptance, and shall strive to provide a minimum of one (1) lead or referral per meeting.
3.04 The annual dues payable to the Corporation by Members will be in such amount as may be determined annually by resolution of the Board of Directors. All dues shall be non-refundable. The initial annual dues shall he as follows:
A. Charter members shall pay initial dues on a semi-annual basis of $60.00 on July 1st and $60.00 on Jan. 1st.
No later than the second meeting after acceptance. General Members
shall pay annual dues as follows:
Place of Members’ Regular Meetings
Regular meetings of Members will be held at a time and location
determined by the Board of Directors. Initially, Member meetings
shall he held every Thursday
Special meetings of the Members may he called by any of the following:
Notice of Members Meetings
3.07 Except with respect to regular meetings written or printed notice. staring the place day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than ten nor more than thirty calendar days before the date of the Members’ meeting, either personally, by first class mail, or by facsimile (or at the discretion of the President, the Secretary, or the officers or other persons or Members calling the meeting), to each Member entitled to vote at such meeting. If mailed, the notice will he deposited in the U.S. Mail addressed to the Member at his or her address as it appears on the records of the Corporation, with postage prepaid.
Voting Rights of Members
3.08 Each Member of the Corporation will be entitled to one vote on each matter submitted to a vote of Members.
Cumulative Voting Rights
3.09 In all elections for directors, each Member entitled to vote shall have the right to cumulate such vote (and to give to one candidate a number of votes equal to such vote multiplied by the number of Directors to be elected), or to distribute the multiple votes on the same principle among as many candidates as the Member may deem appropriate.
Members’ Proxy Voting
3.10 A Member may vote either in person or by proxy executer in writing by the Member or by his or her duly authorized attorney-in-fact. No proxy will be recognized as valid after eleven months from the date of its execution unless expressly provided otherwise in the proxy.
Quorum of Members
3.11 Fifty percent of the Members entitled to vote represented in person or by proxy constitutes a quorum at a meeting of Members. The vote of a majority of the votes entitled to be cast by the Members present or represented by proxy at a meeting at which a quorum is present is necessary for the adoption of any matter voted on by the Members, unless a greater proportion is required by law, the Articles of Incorporation. or any provision of these Bylaws.
Termination of Membership
3.12 Membership in this Corporation may be terminated by the Board upon any of the following events:
(1) Receipt by the Board of the written resignation of a Member, executed by such Member or his or her duly authorized attorney-in-fact.
(2) The death of a member.
(3) The failure of a Member to pay clues, fines, or assessments on or before their due date.
(4) For cause as determined in the discretion of the Board, including but not limited to, the following:
(i) Three (3) consecutive unexcused absences by a Member within any calendar quarter; or
(ii) Five (5) excused or unexcused absences by a Member in any calendar Quarter; or
(iii) Any conduct by a Member which is inconsistent with membership or which is detrimental to the Corporation, as determined by the affirmative vote of a majority of the Board.
Before a membership terminates for any reason other than the resignation or death of the Member, the Member will be given an opportunity to be heard and present evidence to the Board, unless he or she is absent from the county in which the Corporation is located. A Member terminating membership status for reasons other than death may be completely and automatically reinstated f the cause of termination is corrected before formal adoption by the Board of a resolution acknowledging such termination.
Definition of Board of Directors
The Board of Directors is the group of persons vested with the
management of the business and affairs of this corporation subject
to the law, the Articles of
Structure of Board
4.02 The Board of Directors o1 this Corporation will constitute a single class.
Qualifications of Directors
4.03 The qualifications for becoming and remaining a Director of this Corporation are as follows:
(1) Directors must be a resident of the State of Florida.
(2) Directors must be Members of this Corporation.
Number of Directors
The number of Directors of this Corporation will not be less than
three at any time. Until further amendment of these bylaws, the
number of elected Directors presently will be three. In addition
to those elected Board members; the immediate past President of
the Corporation shall be a member of the Board of Directors and
the Chairman of each permanent committee, as provided in Article
Seven, infra, shall be a member of the Board of Directors.
4.05 (1) The Directors constituting the first Board of Directors as named in the Articles of Incorporation will hold office for the until the first annual election of Directors. Thereafter, Directors will be elected by the Members for a term of one year. Each Director will hold office for the term for which elected and until a successor has been selected and qualified.
(2) A Director may be removed from office with or without cause by the affirmative vote of a majority of the then-current Members.
Vacancies on the Board
4.06 The resignation of a Director will become effective immediately or on the date specified therein and vacancies will be deemed to exist as or such effective date. Any vacancy occurring on the Board of Directors, and any directorship to be filled by reason of an increase in the number of Directors, will be filled by a majority of the remaining Board of Directors or election by the Members at a special meeting to be called by the Board of Directors The new Director appointed or elected to fill the vacancy will serve for the a un-expired term of the predecessor in office.
Place of Directors’ Meetings
4.07 Meetings of the Board of Directors, regular or special, will be held at any place or places within or without the state as the Board of Directors flay designate by resolution duly adopted.
Regular Directors Meetings
4.08 Regular meetings of the Board of Directors will be held at nine o’clock on the first Thursday of January in each year. Should any such day in any year constitute a legal holiday, then the meeting will be held its such instance on the next ensuing Thursday which is not a legal holiday, This provision of the Bylaws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice shall be required although such notice may be given.
Notice of Special Directors’ Meetings
4.09 Written or printed notice stating the place. day and hour of any special meeting of the Board of Directors will be delivered to each Director not less than ten or more days than thirty calendar days before the date of the meeting, either personally or by first class mail, by or at the discretion of the President, or the Secretary, or the Directors calling the meeting. If mailed, such notice will be deemed to be delivered when deposited in the US Mail addressed to the Director at his or her address as it appears on the records of this Corporation, with postage prepaid. Such notice need not state the business to be transacted at, nor the purpose of such meeting.
Call of Special Board Meetings
4.10 A special meeting of the Board of Directors may he called by either the President or a majority of members of the Board of Directors.
Waiver of Notice
4,11 Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice or such meeting, except where such Director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
Quorum of Directors
A majority of the whole Board of Directors will constitute a quorum.
The act of a majority of the Directors present at a meeting at
which a quorum is present will be the act of the Board of Directors,
unless a greater number is required under the provisions of the
Articles of incorporation, or any provision of these bylaws.
4.14 Members of the board of directors may participate in a meeting of the board by means of a conference telephone call or similar communications equipment if all persons participating in the meeting can hear each other at the same time. Participation by such means constitutes presence in person at a meeting.
Roster of Officers
5.01 The Officers of this Corporation will consist of the fo1lowing personnel: President, Vice President, Secretary, Treasurer and Sergeant at Arms.
5.02 Each of the Officers will be elected and appointed annually by the Board of Directors. Each Officer will remain in office until a successor to such office has been selected and qualified. Such election will take place at the regular meeting of the Board of Directors taking place.
5.03 The President will be the Chief Executive Officer of this corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office, and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors, including, without limitation, the following:
A. Preside at all weekly meetings
B. Notify all Members of meetings or special events
Maintain attendance sheet at each meeting and records of leads
The Vice President shall perform all duties and exercise all powers
of the President when the President is absent or otherwise unable
to act. The Vice President
A. Preside at all weekly meetings in the absence of the President
B. Maintain current membership list
C. Accept excuses for non-attendance at meetings and forward to Secretary
D. Maintain attendance records weekly and forward to Secretary along with excuses the non-attendance
Contact absent Members
5.05 The Secretary shall: (1) keep minutes of all meetings of Members and to the Board of Directors; (2) be the custodian of the corporate records; (3) give all notices as are required by law or by these Bylaws; and (4) generally perform all duties incident to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation or by these Bylaws, or that may be assigned from time to time by the Board of Directors.
The Treasurer shall (l) have charge and custody of all corporate
funds; (2) deposit the funds as required by the Board of Directors;
(3) keep and maintain adequate and correct accounts of the Corporation’s
properties and business transactions: (4) render reports and accounting
to the Directors (and Members) as required by the Board of Directors
or Members or by law; and (5) perform in general all duties incident,
to the office of treasurer and such other duties as may be required
by law, by the Articles 0f Incorporation, or by these Bylaws,
or that may he assigned from time to time by the Board.
Removal of Officers
Any Officer elected or appointed to office may be removed by the
majority vote of the Board of Directors, whenever in its judgment
the best interests of this Corporation will thereby he served.
Waiver of Notice
6.01 Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these Bylaws, a waiver of such notice in writing signed by the pr-son or persons entitled to notice, whether before or after the time stated in Such waiver, shall he deemed equivalent to the giving of such notice. Such waiver, must, in the case of a special meeting of Members, specify the nature of the business be transacted
Any action required by law or under the Articles of incorporation
or these Bylaws, or any action that otherwise may be taken at
a meeting of either the Members or Board of Directors, may be
taken without a meeting if a consent in writing, setting forth
the action so taken, is signed by all persons entitled to vote
with respect to the subject
The Board of Directors, by resolution adopted by a majority of
the full board, may designate from among its members an executive
committee and one or more other
7.03 Temporary committees may be appointed by the Board from time to time from among the Members for such purposes and terms as the Board may deem advisable. All such committees shall report to and shall be subject to the control and direction of the Board.
7.04 Permanent committees may be elected by the majority vote of the Members. Chairmen of such committees shall be elected by majority vote of the Members and such Chairman shall become members of the board as set forth in Article Four, above, and shall be subject to the provisions of these Bylaws with respect to such office.
8.01 The fiscal year of this corporation shall be the calendar year.
Execution of Documents
8.02 Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation shall be signed by the Treasurer. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation shall be signed by the President, and shall have attached copies of the resolutions of the Board of Directors authorizing such execution.
Books and Records
8.03 The Corporation shall keep correct and complete books of records of account, and minutes of the proceedings of its Members, Board of Director and Directional Committees. The Corporation will keep at its registered office a membership register giving the names, addresses, and showing classes and other details of the membership of each, and the original or a copy of its Bylaws including amendments to date certified by the Secretary of the Corporation.
Inspection of the Books and Records
8.04 All books and records of this Corporation may be inspected by any Member, or their agent or attorney for any proper purpose at any reasonable time on written demand stating such purpose.
8.05 This Corporations shall not have or issue shares of stock. No dividend shall be paid, and no part of the income of this Corporation shall be distributed to its Members, Directors or Officers. The Corporation may, however, pay compensation in a reasonable amount to Members, Officials or Directors for services rendered and may reimburse any Member, Director or Officer for expenses reasonably incurred in the prosecution of Corporation business.
Loans to Management
This. Corporation shall make no loans to any of its members, Directors
or Officers, or to any of its other personnel.
Amendment of Articles of Incorporation
9.01 The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Board of Directors or in the Members. Such action must be taken by a two-thirds majority of the Directors or pursuant to a resolution approved by a majority of the Members.
Modification of Bylaws
9.02 The power to alter, amend or repeal these Bylaws, or to adopt new Bylaws, insofar as is allowed by law, is vested in the Board of Directors
Indemnification of Officers and Directors
Each person who acts as an Officer or Director of the Corporation
shall be indemnified by the Corporation against any costs and
expenses which may be imposed upon or reasonably incurred by him
or her in connection with any action, suit, or proceeding in which
he or she may be named as a party defendant by reason of his or
her being or having been such Officer or Director or by any reason
of any action alleged to hay taken or omitted by him or her in
either such capacity: provided. However, that the Corporation
shall not indemnify any such person against any costs or expenses
imposed upon or incurred by him or her by reason of gross negligence
or misconduct or any sum paid by him or her to the Corporation
in settlement of any action, suit, or proceeding based upon his
or her proven dereliction of duty. This right of indemnification
shall inure to each Officer or Director whether or not he/she
is an Officer or Director at the time such costs or expenses are
imposed or incurred, and whether or not the claim asserted against
him or her is based on matters which antedate the adoption of
these Bylaws: and in the event of his or her death, shall extend
to his or her legal representatives. The indemnification provided
hereunder shall not be exclusive of any other right provided however,
that anything in F.S. 607.0850 to the contrary notwithstanding,
the Corporation shall no: indemnify any Officer or Director hereunder
for acts which are beyond the scope of those acts for which the
Corporation agrees to indemnify any Officer or Director pursuant
to the provisions of this paragraph.