Red Sunset Merchants Association, Inc.

BY LAWS (Adopted November 3, 2008)

ARTICLE I.    NAME

This organization is incorporated under the laws of the State of Florida and shall be known as the Red Sunset Merchants Association.

ARTICLE II.    PURPOSE

The purpose of the Red Sunset Merchants Association, Inc., hereinafter  referred to as The Association, is as follows:

1.  To aid in the beautification of the Red Road and Sunset Drive area, and to anticipate and provide for future requirements of that section in connection with traffic, transportation, and building progress.

2. To aid in the maintenance of the Red Sunset area, above described, and streets adjacent thereto, as thoroughfares of the best and most modern type; to be active and watchful for the protection of the territory thus embraced, and for the furtherance of all action looking to its betterment  to preserve at all time the highest and best interests of said streets and of the members of The Association in their relationships thereto.

3. Act as liaison between city and area businesses on issues facing areas. Generally to aid in every way the advancement of  the civic welfare of the Cities of South Miami, Coral Gables, and adjoining area. 

4. To promote the general welfare of the Red Sunset area, above described, and the owners of the stores, firms, and services thereof.

 

ARTICLE III.   LIMITATION OF METHODS

The Association shall be nonpartisan and nonsectarian, and shall take no part in, or lend its support to, the election or  appointment of any candidate for city, county, state, or federal office.

 

ARTICLE IV.    MEMBERSHIP

1.                  a. ELIGIBILITY.  Any reputable person, firm or partnership engaged in business within the geographic boundaries of The Association set by the Board of Directors and hereinafter provided may subscribe to membership in The Association, eligibility to be decided by the Board of Directors or its designated authority.  In addition, the Board of Directors may approve membership eligibility outside the delineated geographic boundaries, on a reasonable exception basis, within the South Miami – Coral Gables business area.

                     b. GEOGRAPHIC BOUNDARIES.  The geographic boundaries of the Association are shown in map format below:

 

 2.              a. CLASSES OF MEMBERSHIP AND VOTING PRIVILEGES.  

          There shall be one class of membership – Regular Membership.  Each member shall be entitled to one (1) vote and no person, firm, corporation, or partnership shall be entitled to hold more than one (1) membership with voting privileges.  

 

                b. DUES.  Annual Membership Dues shall be determined by the Board of Directors and shall be payable in January of each year.

 

ARTICLE V.  ASSOCIATION MEETINGS

1. ANNUAL MEETINGS.  The Annual Meeting of The Association shall be held during the month of May at a date  and place determined by the Board of Directors.

2. REGULAR AND SPECIAL ASSOCIATION MEETINGS.  There shall be at least five (5) Regular Association Meetings including the Annual Meeting in May.  In addition, the Board of Directors may set Regular Association Meetings whenever it may be considered necessary or desirable. The Board of Directors shall call a Special Association Meeting upon receipt of a petition signed by not less than twenty-five per cent (25%) of the members.

3.  QUORUM.  Twenty per cent (20%) of the Association membership shall constitute a quorum at all Association Meetings.

4.  NOTICE.  Notice of Regular Association  Meetings shall be given to each member at least fifteen (15) days in  advance.  Notice of Special Association Meetings shall be given to each member at least five (5) days in advance.

 

ARTICLE VI.    BOARD OF DIRECTORS

1.  COMPOSITION.  The Board of Directors shall consist of nine (9) members of The Association in good standing, and  shall include the four (4) officers hereinafter provided and four (4 directors at large.  The Board of Directors, including the officers, shall be elected by the membership of The Association at the Annual Meeting held in May.

2.  DUTIES.  The Board of Directors shall be the governing body of The Association subject only to the limitations of these By-Laws and the Article of Incorporation. The Board of Directors shall be responsible for policy and decision making of The Association including the approval of an Annual Budget in July of each year, and shall plan and supervise the events and activities of The Association.

3.  TERM OF OFFICE.  Directors and Officers shall be elected each year to serve for a term of twelve (12) months, and shall take office following the Annual Meeting in May.  No Officer may hold the same office for more than two (2) years consecutively.

4.  VACANCIES.  All vacancies on the Board of Directors, including Officers, shall be filled by the Board, such member to serve for the duration of an unexpired term.

5.  EX-OFFICIO MEMBER.  The immediate past President of The Association shall serve as an ex-officio member of the Board of Directors, if his/her term of office as a Director has expired.  This individual may attend and participate in all Board meetings, but shall be ineligible to vote on Board decisions except as hereinafter provided.

6.  QUORUM.  Five(5) members of the Board shall constitute a quorum.  The ex-offiice member may be used to establish a quorum if necessary in which case this individual shall be eligible to vote on Board decisions for said meetings.

7.  MEETINGS.  The Board of Directors shall meet monthly, the time and place to be determined by the Board.  Absence from three (3) consecutive Board Meetings as recorded without a valid excuse, as determined by the Board, may be construed as a resignation.  A Special Board Meeting may be called at any time by the President or by five (5) Directors, provided that when called otherwise than by the President, each Director shall be called or contacted personally stating the purpose of the meeting.  At least three (3) hours notice preceding a Special Board Meeting shall be given.

 

ARTICLE VII.    EXECUTIVE COMMITTEE

1.  COMPOSITION.  The Executive Committee shall consist of the officers of The Association; President, Vice President, Secretary, and Treasurer.

2.  DUTIES.  The Executive Committee shall be empowered to act on all matters pertinent to Association affairs where decision is required prior to the next regularly scheduled Board Meeting and where, in the opinion of the Executive Committee, such decision does not occasion calling a Special Board Meeting.  It shall be the responsibility of the Executive Committee to  prepare a proposed Annual Budget, said budget is to be submitted to the Board of Directors for approval in July of each year.

3.  LIMITATIONS.  The Executive Committee shall report its actions to the Board of Directors at the next regularly scheduled Board Meeting following such action and may not:

     a.  Act contrary to the policies of the Association and may not overrule actions of the Board of Directors.

     b.  Make any expenditures of Association funds in excess of two hundred dollars ($200.00) without prior Board approval.

4.  MEETINGS AND QUORUM.  The Executive Committee may meet as deemed necessary; refer matters brought before  The Association to a proper standing committee, which it may designate, or directly to the Board.  A quorum of the Executive Committee shall consist of a majority of officers.

 

ARTICLE VIII.    OFFICERS

1.  PRESIDENT.  The President shall be the  chief executive officer of The Association and its official spokesperson.  He/She shall preside at all Association Meetings, Board of Directors Meetings, and Executive Committee Meetings.  The President shall execute such papers as may require an official signature, exercise a general supervisory control over the affairs of The Association, and make such reports to the members as are requested by the Board of Directors.  The President shall appoint the chairperson of all committees and shall be an ex-officio member of all committees.

2.  VICE PRESIDENT.  In absence of the President, the First Vice President shall preside and perform all necessary duties of the President.  The First Vice President shall also serve as an adviser to and be an ex-officio member of all committees of The Association.

3.  SECRETARY.  The Secretary shall record and keep minutes of all meetings of The Association, including Association Meetings, Board of Directors Meetings, and Executive Committee Meetings, and shall have charge of all papers pertaining to Association affairs.  The Secretary shall compile information for the Association Directory to be published each year.  The Recording Secretary shall also prepare a summary report of the year’s activities for presentation at the Annual Meeting in May of each year.  

The Secretary shall be responsible for any letters, public announcements, or otherwritten material pertinent to Association  affairs, as requested by the Board of Directors.  In addition, the Secretary shall be available  to assist all committees with their correspondence and public  announcements.  Any  document requiring the signature of an officer other than the Secretary shall have the approval of said officers prior to execution of said document.

4.  TREASURER.  The Treasurer shall be responsible to the Board of Directors for the conduct of The Association’s financial affairs, and shall maintain all records pertinent thereto, such records to demonstrate clearly the financial status of The Association at any given time. The Treasurer shall initiate checks from The Association accounts as authorized by the Board of Directors, and shall have such checks countersigned by either the President or Vice President of The Association. The Treasurer shall be responsible for  the collection and recording of all Dues payable to The Association, said Dues to be set apart from the current fiscal year funds for use in the following fiscal year.  The Treasurer shall prepare a summary of the year’s financial activity for presentation at the Annual Meeting in May of each year. The Treasurer shall maintain the database of all active members.

ARTICLE IX. NOMINATION AND ELECTION OF DIRECTORS AND OFFICERS

1. The election of Directors and Officers shall take place at the Annual Meeting of The Association in May.  The Board of Directors shall select a date and place and thereafter the President shall appoint a Nominating Committee at least forty-five (45) days prior to the election date.

2.  NOMINATING COMMITTEE.  The Nominating Committee shall consist of five (5) members of The Association, at least three (3) of whom are Board Members.  One (1) of the Board Members shall serve as chairperson of the Nominating Committee.

3.  NOMINATION PROCEDURES.  The Nominating Committee shall prepare a slate of nominated Officers and Directors at large and shall be responsible to fill the total number of position openings.   It shall be the responsibility of the Nominating Committee to advise and secure the consent from nominees prior to distribution of the Nominations to the membership of The Association.

     a.  All nominees shall be members in good  standing of The Association, and Officer Nominees shall have a minimum of one (1) year service on the Board within the previous three (3) years.

     b.  The nominations shall be prepared on a Ballot Sheet showing the full name of the nominee, his/her respective business name and telephone number, the position for which the individual has been nominated and appropriate space for ballot selection of nominees from the floor.

            1)  Nominations for Officers shall be in descending order and nominations for Board Members at large shall be in alphabetical order.

            2)  A brief outline of floor nomination procedure and election procedure shall accompany the Ballot Sheet.

     c.  The completed Ballot Sheet shall be submitted to the Board of Directors thirty (30) days prior to the election date  for distribution to the members of The Association at least fifteen (15) days prior to the election date.

4.  ELECTION OF DIRECTORS AND OFFICERS.  After opening the Annual Meeting in May, the chairperson of the Nominating committee shall be requested to conduct the election in the following manner: 

     a.  A formal presentation of nominees shall be made, identifying each nominee to the membership.  

     b.  Nominations from the floor shall be accepted provided, however, that nominations from the floor shall not exceed a total of seven (7) and there shall be no more than two (2) floor nominations for any officer position.

     c.  Committee nominees for Board Members at large positions may not be nominated for officer positions for the floor.

     d.  After the close of nominations, the membership shall be requested to complete their Ballot selections for collection and tabulation by the Nominating Committee. 

     e.  The Board of Directors and Officers therein shall be selected by a simple majority of the members present.  There shall be no voting by proxy.

     f.   Absentee ballots must be completed and submitted to the chairperson of the Nominating Committee prior to the beginning of the Annual Meeting.

     g.  If a tie vote occurs for a Board or Officer position, the current Board of Directors shall hold a Special Board Meeting within three (3) days following the election to make a final determination as to the position(s) in question.

     h.  The new Board of Directors and Officers within shall be announced to the membership prior to the close of the Annual Meeting.  Any position determinations made by the Board of Directors, as stipulated above, shall be announced to the membership via email within one (1) week following the election.

     i.  The old and new Board of Directors shall meet prior to the June Board Meeting for orientation purposes.

 

ARTICLE X.   COMMITTEES AND APPOINTMENTS

1. NUMBER.  As many standing or special committees and special appointments as are deemed necessary shall be created each year by the Board of Directors to accomplish the projects of The Association as determined by the Board of Directors.  All chairpersons and special appointments shall be made by the President.

2.  FUNCTIONS AND AUTHORITY.  The focus and scope of each committee shall be defined by the Board of Directors upon appointment of the chairperson, who shall recruit committee membership from The Association membership at large.  The chairperson shall be responsible for furnishing reports of progress and minutes of each committee meeting monthly to the President, for presentation to the Board of Directors at its regularly scheduled meetings.  Internal operation of each committee shall be at the discretion of the committee chairperson, provided that all committee actions are reported, all public announcements and advertising are approved by the Board of Directors prior to publication, and provided that in no case shall a committee expend monies of The Association without proper and specific authorization of the Board of Directors as recorded in the Board Meeting Minutes.

 

ARTICLE XI.  PARLIAMENTARY PROCEDURE

The proceedings of all meetings within The Association shall be governed by and conducted according to the latest edition or Robert’s Rules or Order, Revised

ARTICLE XII.         FISCAL YEAR

The fiscal year of The Association shall be from July1 through June 30, a twelve (12) month period.

 

ARTICLE XIII.         AMENDMENTS

1.  AMENDMENT BY THE BOARD OF DIRECTORS.  These By-Laws may be amended or repealed at any regular or special meeting of the Board of Directors provided that a two-third (2/3) majority of duly elected Directors and Officers shall vote in favor of such amendment or repeal.  A written copy of any change must be given to each member of the Board of Directors at  least five (5) days prior to the meeting at which final vote on the change is scheduled.

2.  These By-Laws, effective as of the date of passage as recorded in the Minutes of the Board of Directors, shall constitute all the By-Laws of the Red Sunset Merchants Association as of this date and all prior By-Laws are hereby repealed.

BY LAWS Adopted: November 3, 2008

BY LAWS Revision Committee: Eddie Berrones/ Poblano Mexican

      Veronica Birch Flores/FNBSM

      John Sorgie/Sunset Quickprint