Bylaws

 

EXECUTIVES’ ASSOCIATION OF GREATER ORLANDO, INC.
ORLANDO, FLORIDA

 

ARTICLE I

 

Section 1. Name of Association: The name of the Association shall be the Executive Association of Greater Orlando, Inc.

 

Section 2. Headquarters: The location of the principal office shall be designated by the Board of Directors from time to time.

 

Section 3. Objectives:The objectives of the Executive Association of Greater Orlando, Inc., shall be:

 

a. To institute and maintain a method of exchanging and interchanging business information among its members.
b. To create and encourage cooperation, business efficiency and service to its members.
c. To bring its members in touch with business opportunities.
d. To encourage local, national and foreign trade expansion of its members.
e. To promote a better acquaintance and closer association among its members.
d. To encourage local, national and foreign trade expansion of its members.
e. To promote a better acquaintance and closer association among its members.

Section 4. Official Seal: The official seal of this Association shall be a circular impression containing the words “Executive Association of Greater Orlando, Inc., 1970, Orlando, Florida.”

ARTICLE II

 

Section 1. Membership Defined: The Membership of this Association shall be composed of persons, firms and corporations, each representing a different trade, business, occupation or profession and being classified accordingly.

 

Section 2. Eligibility for Membership: Any person, firm or corporation 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 application for membership shall not be denied by reason for any conflict between the main activity of such applicant, and an incidental activity of a member.

 

Section 3. Memberships, How Held: In the case of firms or corporations, the membership shall be held in the name of the firm or corporation represented.

 

Section 4. Procedure of Admission to Membership: A prospective member must be sponsored by a current member. It is the sponsoring member’s responsibility to acquaint the prospective member with E.A.G.O. and E.A.G.O.’s new member procedures.

 

a. A prospective member may be invited to attend an E.A.G.O. meeting, provided the invitation to attend has been approved by the Executive Director.
b. To be considered for membership, a prospective member must complete a membership application and submit the application with the appropriate membership fee to the Executive Director.
c. The Executive Director will verify that all information is complete and submit the application to the Membership Committee for approval or denial to publish application information in the newsletter.
d. If the application is approved, the name and address of the company, designated representative and title, classification, and sponsor’s name is printed in the newsletter for two (2) consecutive weeks.
e. Membership has ten (10) days in which to file an objection, in writing, with the E.A.G.O. office.
f. The Board of Directors will accept or deny membership based on a majority vote. The Board will consider any objection received during the period in which the prospective membership was published in the newsletter, recommendations of current members, the reputation of the prospective member firm, and any other relevant information.
g. The Executive Director will notify the prospective member of the Board’s decision.

Section 5. Classification: All businesses and professions shall be classified and memberships shall be held by such classifications.

 

Section 6. Limitation of Member’s Classification: There shall be only one membership allowed for each classification and no member shall apply for, or hold more than one classification.

 

Section 7. Changes of Classification by Board of Directors: Such classification shall be prescribed and amended by the Board of Directors from time to time as the occasion may arise.

 

Section 8. Change of Classification by Member: A member may change his/her classification in the Association, provided (a) he/she makes application for such change to the Board of Directors, and (b) the Board of Directors approval, by a majority vote, is obtained, after (c) five days notice of the application for such change has been given to the membership by publication in the official bulletin.

 

Section 9. Observance by Members of Bylaws and Regulations: The acceptance by the Membership Committee, Board of Directors, and membership of an application for membership shall make it obligatory upon the part of the member to fulfill and perform all requirements herein contained, and to conform to all rules and regulations, whether expressed in the Bylaws or otherwise, which have been, or may be from time to time adopted by the Association, to the extent that such requirements, rules and regulations are not inconsistent with the member’s professional or business ethics.

 

Section 10. Memberships Not Transferable No Vested Rights: Although incorporated under the laws of the State of Florida, the Executive Association of Greater Orlando, Inc. is a voluntary organization and under no circumstances shall there be any value to memberships in said Association, nor shall such memberships be assignable or transferable or deemed to create a vested right.

 

No member shall acquire a vested right in and to memberships in the Association. Each and every membership shall be at sufferance, the Executive Association of Greater Orlando, Inc. having the right to admit or expel such members as it deems fit and in that manner prescribed by the rules, regulations and Bylaws of the Association.

 

Section 11. Members Have No Right to Action Against Officers, etc: Membership in this Association shall be conditioned, among other things, upon the fact that no member shall have any right of action against any officer, director, committee-Person, Executive Director, or member of this Association, in consequence of any suspension, termination of membership or expulsion, or in consequence of any act solely and essentially an Association activity.

 

Section 12. Right of Board of Directors to Cancel Membership: Whenever the Board of Directors deems it for the best interest of the Association and its other members to cancel a membership and declare the classification theretofore held by the membership vacant, it shall have the power to do so by a majority vote in favor of such action. Before a membership is cancelled, however, the Board shall inform the member of its intentions and reasons and allow the member an opportunity to be heard. Upon such cancellation of membership, all rights, privileges and interests of that member and membership in the Association and its asset shall automatically cease and determine.

 

Section 13. Attendance Requirements: Member-firms by their designated representative member should attend each and every regular meeting of the Association. The attendance record of all members will be reviewed by the Board of Directors at the July and January meetings each year. If at any time a member-firm has not attended at least 18 meetings during the six-month period, consisting of at least six (6) meetings attended by the designated representative and the remainder by the alternate representative, and has not been excused by the Board of Directors, his firm-membership will be terminated but right of appeal shall be afforded said member-firm to the Board of Directors, within thirty (30) days of termination.

 

Section 14. Reinstatement to Membership: Former member-firms on reinstatement to membership shall pay the customary membership fee or all accumulated dues since their membership became inactive, whichever they may elect.

 

Section 15. Honorary Members: Where a former member-firm is in good standing on the records of the Association, retires from business entirely, the Board of Directors shall have the right to extend to him an invitation to accept membership as an “Honorary Member” under the following conditions:

 

a. He shall not be liable for the usual monthly dues.

b. He shall not have the right to vote or to hold office.

c. He shall attend the breakfast meetings free of charge and be billed for special events which he attends.

d. He shall forfeit said Honorary Membership in the event he goes into business of any kind or accepts gainful employment.

Criteria for Honorary Membership are: membership in E.A.G.O. for a minimum of ten (10) years; have previously served on the E.A.G.O. Board of Directors.

 

All proposals for Honorary Membership shall be referred to the Membership Committee for investigation and recommendation to the Board of Directors.
Back To Top

ARTICLE III

 

Section 1. Membership, How Held: Membership shall be held in the name of the firm or corporation represented.

 

Section 2. Designated Representatives: All memberships will be represented by at least one member, a designated representative, and all membership privileges will be exercised by the designated representative. The member may have an alternate member, when approved by the Board of Directors, to substitute for the designated representative at various meetings as required. Attendance by the alternate will be counted toward membership requirements up to the limits imposed in ARTICLE II, Section 13.

 

Section 3. Qualifications of Designated Representatives: Only owners, part-owners or executive officers of businesses represented should, but are not required to serve as designated representatives.

 

a. The Board of Directors shall be the sole judge as to a person’s capabilities to represent his/her firm as the designated representative.

Section 4. Qualifications of Alternate Method of Approval and Obligations: Firms desiring Alternates shall submit a request in writing to the Executive Director for such Alternate, and the same must be approved by the Board of Directors.

 

Section 5. Method of Change in Designated Representative and/or Alternate: All applications for changes in, or approval of, designated representatives and/or alternate, shall be submitted to the Membership Committee and the Membership Committee shall submit such recommendations to the Board of Directors as they feel will be to the best interest of the Association.

 

 

ARTICLE IV
Obligations of Members

 

Section 1. Members, by their designated representatives, shall attend each and every regular meeting of the Association.

 

Members shall have the privilege of making up enforced absences from regular meetings by
1) Attending a meeting of an Executive Association while he/she is away from Orlando
2) Attending a meeting of the Board of Directors within sixty (60) days of missing a regular meeting.

 

Section 2. Leads. A lead is specific information not otherwise readily known in the community in which a current member can rely upon to generate business. Information which cannot benefit any member is not a valid lead. Each member is required to bring in a minimum of one complete lead at each weekly meeting. If the member is unable to submit this information at a meeting, the information may be called or faxed to the Association office by 12 Noon on the day of the meeting.

 

A member who does business with another member for the first time shall be entitled to lead credit for that transaction. Repeat business with that same member does not entitle the member to additional lead credit unless the transaction is new business which exceeds $150.00. A member is only entitled to credit for repeat business twice per fiscal year for each member business.

 

Section 3. Members shall give a Classification Talk within the first three months and host a Visitation within the first six (6) months of membership and at least once every two years thereafter.

What constitutes a Visitation shall be determined by the Board of Directors. A member may be excused from giving a Visitation by appearing in person before the Board of Directors and presenting reasons for not having a Visitation. If excused by the Board of Directors, the member shall sponsor an event in an amount equal to the average cost of Visitations as determined by the Board of Directors.

 

Section 4. Members shall register at each Visitation in order for their attendance credit. If unable to attend and register at the Visitation they have the week following the Visitation to do so.

 

Section 5. Members shall familiarize themselves with the business interests of fellow members to the extent that they recognize opportunities for helping them in a business way.

 

Section 6. Members shall solicit through systematic effort the cooperative help of his/her associates and employees in the performance of these duties.

 

Section 7. Members shall act promptly on all information received, following it up diligently and making every reasonable attempt to turn it into business.

 

Section 8. Members shall handle all recommendations reported to them in such a thorough manner that it will reflect credit on the member recommending their products and service, as well as the membership of the Executive Association as a whole.

 

Every member of the Association is considered a “Dependable Source of Supply,” and has thereby incurred an obligation to
give Service…Satisfactory Service…as to price, quality, quantity, delivery, maintenance, etc., equal to, or superior to that of his competitor.

Section 9. Members shall recommend at all times the services and products of his/her fellow members to friends and business associates.

 

Section 10. Members shall always give fellow members every possible preference in business transactions, other things being equal, and subject to legitimate demands of policy with reference to established business connections.
Back To Top

 

ARTICLE V

 

Section 1. Membership Fee: The membership fee shall be determined by the Board of Directors, and a check for this amount shall accompany the application for membership. The Board of Directors shall have the power to raise or lower the amount of the membership fee as they deem necessary, however said membership fee shall not be raised to a greater sum than $500.00 without a two-third vote of approval by the membership of the Association.

 

Section 2. Monthly Dues: Each membership firm shall pay monthly dues, which shall entitle the member representing the membership to one breakfast per week, at the regular meeting of the Association without further cost.

 

Section 3. Dues: How Payable Non-Payment Terminates Membership: Dues shall be payable in advance on the first day of each month. If dues are not paid by the tenth (10th) of the month in which they become due, a notice of delinquency shall be mailed to the delinquent member and if said dues are not paid on or before the last day of that month, the membership held by the delinquent member will automatically terminate and result in a vacancy in the classification held by that member after first being reviewed by the Board of Directors.

 

Section 4. There Shall Be No Other Fees, Dues, Charges, Assessments or Penalties imposed upon members or membership except for additional cost incurred by the Association without a two-thirds (2/3) vote of approval by the membership of the Association.

 

Section 5. Right to Regulate Dues: Any increase in dues shall require a two-thirds (2/3) vote of approval by the membership of the Association except as provided in ARTICLE V, Section 4.

 

Section 6. There Shall Be No Donations, Gifts or Presents Made To Any Outside Organizations.

 

Section 7. Expenses of Guests: A members shall pay for expenses for all his/her guests, except in the case of a prospective member who is invited with the approval of the Membership Committee, coordinated through the Executive Director.

 

Section 8. Invitation of Guests: Members shall not invite the same guest twice in any two (2) month period exception is made in respect to employees of member’s own organization.

 

A prospective member may be invited at any time with the approval of the Executive Director.

A member may not invite as his/her guest a competitor of any present member without first obtaining permission of that member and seeking the approval of the Executive Director.

Any member inviting a guest shall so advise the Executive Director the day before the guest will attend, so that a lapel badge may be made and reservations arranged.

In the event a candidate or incumbent for political office is approved as a guest of a member at an Association meeting or function, said guest shall be introduced by name and title only without reference to the fact he/she is running for political office.

 

ARTICLE VI

 

Section 1. Management and Number of Directors: The affairs, business and property of this Association shall be managed by a Board of Directors which shall consist of seven members including the President, President-Elect and Secretary-Treasurer.

 

Section 2. Officers: The officers of the Association shall be a President, a President-Elect and a Secretary-Treasurer.

 

Section 3. Duties of President: The President shall be the executive and administrative officer of the Association, shall preside at all meetings of the Association and of its Board, and shall perform such other duties as the Board of Directors may prescribe.

 

Section 4. Duties of President-Elect: The President-Elect shall assist the President in the performance of his duties, perform the duties of President in his absence and perform such other duties as the Board of Directors may prescribe.

 

Section 5. Duties of Secretary-Treasurer: The Secretary-Treasurer shall keep such records and books of account as the Board of Directors may prescribe. He shall serve as custodian of such funds and other property of the Association as the Board of Directors may direct and perform such other duties as the Board of Directors may prescribe.

 

Section 6. Duties of the Executive Director: The Executive Director shall keep minutes of the meetings of the Board of Directors and regular meetings of the Association. He/she shall keep such other records and books of account as may be necessary. Said minutes, records and books of account shall belong to the Association and be accessible at all times to the Board of Directors. He/she shall perform all other duties assigned to him/her by the Board of Directors. Upon the expiration of his/her term, which shall be at the pleasure of the Board of Directors, he/she shall turn over to his/her successor in the office all minutes, records, books of account, and equipment belonging to the Association, and his/her successor in office shall execute to him/her a complete and satisfactory receipt for same. Upon qualifying for office, the Executive Director shall pursue a surety bond to the Association. The bond shall be in such sum and with such surety as shall be approved by the Board of Directors. The cost of the Bond shall be paid out of the treasure of the Association.
Back To Top

 

ARTICLE VII

 

Section 1. Eligibility to Office: The Executive Director shall not be a member of the Association, but all other officers and directors must be designated representatives thereof and have been a designated representative of the Association for a minimum of one (1) year in order to qualify to hold office. No designated representative may hold the office of President until he/she has served as a member of the Board of Directors. He/she cannot serve consecutive terms as President.

 

Section 2. Selection of Executive Director: The Executive Director shall be selected and employed by the Board of Directors, which Board shall have the power to discharge said Executive Director when and as they deem necessary, in accordance with any contract entered into with him/her.

 

Section 3. Election of Officers and Directors: Election of Officers and Directors: With the exception of the Executive Director, all Officers and Directors shall be elected annually by the membership at the last regular meeting in June in accordance with the provision of this Article, and shall hold office for twelve (12) months, except that the retiring President shall automatically become a Member of the Board for the twelve (12) months term, beginning with the expiration of his/her term as President. No designated representative holding the Office of President, President-Elect, or Secretary-Treasurer, respectively, shall be eligible to succeed himself/herself in the same office. Only one designated representative per firm is eligible to hold office at any one time.

 

Section 4. Vacancies: All vacancies on the Board of Directors or Officers, except for that of President and/or President-Elect shall be filled for the remainder of the term vacated by a majority vote of the members of the Board of Directors, within 30 days after the vacancy occurs. If, for any reason, the office of President is vacated, the then sitting President-Elect shall automatically become President for the remainder of the vacated presidential term and for the next annual term. If the office of President-Elect is vacated, the office shall be filled by a majority vote of the members of the Association selecting from the directors then serving by plurality of votes cast, the director to be designated as successor President-Elect. The special election for President-Elect shall be conducted by ballot mailed to each designated representative of the Association the week following the announcement at any regular meeting of the Association of the existence of the vacancy of President-Elect. Only ballots returned within ten (10) days of the date of mailing signed by the designated representative shall be counted.

 

Section 5. Secret Ballot: All elections shall be by secret ballot.

 

Section 6. Election Procedure: The election of Officers and Directors shall be held annually on the date of the last regular meeting in June. No less than five (5) weeks before such election, The President shall appoint an Elections Committee of three (3) Designated Representatives, none of whom will be a candidate for the Board, whose duty shall be to coordinate with the Executive Director to email to each Designated Representative of the Association a primary ballot not less than four (4) weeks before said election.

 

Said nomination ballot shall contain a line marked “Director” for each vacancy to be filled. Each Designated Representative shall then write upon the said nomination ballot his/her choices for Director. Each Designated Representative shall return said ballot by mail, fax or email to the Election Committee no later than two (2) weeks prior to said election, and the Committee shall then tabulate the votes. The final ballot shall be announced one (1) week prior to elections.

 

Those receiving the highest number of votes for Director shall be contacted by the acting President to accept or decline their service as a Board member for one full year, until such number of nominees equals twice the number of Directors elected. In the event of a tie for the last place on the list of nominees for Director, the Election Committee will determine the name to be placed on the ballot.

 

In the event none of the nominees for Director are eligible for the office of President, the two (2) nominees receiving the highest number of votes, eligible for office, shall also be placed upon the final ballot.

 

After the Election Committee has completed the tabulation of all nominees ballots received, they shall certify the correctness of their tabulations by so stating over their signatures. The Election Committee shall then approve a ballot to be used in the final election at the last regular meeting in June. The Election Committee shall be present at 7:00 a.m. on the day of the election, issue ballots to all Designated Representatives as they arrive and to Alternates have been authorized by the Designated Representative to vote for the member-firm, in accordance with Article VII, Section 10 of the Bylaws.

 

Following the adjournment of Election Day, the Election Committee shall tabulate the ballots cast. They shall certify the correctness of their tabulation by so stating over their signatures and turn over to the Executive Director the election results and ballots cast.

 

Section 7. Limitation of Directors for Re-Election: The elected Director receiving the highest number of votes shall be elected as President-Elect if he/she is eligible. The newly elected President-Elect shall be contacted the day of the final election by the Executive Director via telephone to confirm that he/she will accept the office of President-Elect. In the event he/she declines the office of President-Elect, the eligible Director receiving the next highest vote shall be declared President-Elect, and this procedure shall be followed until a President-Elect is elected.

 

An elected President-Elect declining the office of President-Elect shall not be considered for the office of Secretary /Treasurer, but may retain his/her Directorship. In the event he/she declines to serve as a Director, the nominee receiving the next highest number of votes shall be elected Director. The elected Director receiving the next highest vote shall be elected Secretary/Treasurer. The elected Director receiving the next highest vote shall also be elected Secretary/Treasurer.

 

Section 8. Incomplete Ballots, Tie Votes and Procedure: Any ballot containing more or less votes for Director than the number to be elected shall be declared void. In the event of a tie in the final election of an Officer or Director, such ties shall be presented to the membership at the next regular meeting and run-off election held. The newly elected Officers and Directors shall take office at the next regular meeting.

 

Section 9. Nominations and Discussion of Qualifications: Nominations and Discussion of Qualifications: No nominations shall be permitted from the floor, but each Designated Representative shall have the privilege of writing upon his/her ballot the name of any eligible Designated Representative for any office, and said written-in name shall be counted as a vote for said Designated Representative for said office. There shall be no discussion from the floor of the qualifications of any candidate for office.

 

Section 10. Right to Vote: Right to Vote: Only one Designated Representative per firm is entitled to vote. The only exception to this rule shall be as follows: If the Designated Representative knowing in advance that he/she will be unable to attend the election meeting, it shall be his/her privilege to so advise the Board of Directors, through the Executive Director’s office in writing and request permission to appoint an alternate from his/her firm to cast the ballot. The Board of Directors shall grant or refuse this request in writing and if granted, the appointee shall present this authority to the Election Committee when casting the ballot. As to the primary balloting by mail or fax, it can only be a matter of honor that the voting is done by the Designated Representative and instructions to this effect should appear on the primary ballot.

 

Section 11. Absentee Ballots: Absentee ballots may be requested from the Executive Director prior to election and will be counted if properly completed and returned to the Executive Director before 5:00 p.m. the day prior to the election.
Back To Top

 

ARTICLE VIII

 

There shall be the following standing committees:

 

Section 1. Membership Committee: This shall be a committee composed of five (5) members, one of whom shall serve as Chairman, appointed by the President. Their duties will be to determine:

 

a. Whether a conflict exists between a prospective member and a current member,
b. The nature of the prospective member’s business, its reputation in the community, and other information necessary to educate the Board of Directors that shall vote on the prospective member’s application and
c. The position of the intended Designated Representative and Alternate, and their authority within the organization.

The committee shall report its full finding to the Board of Directors, through the President or Executive Director, for its use in approving or rejecting the application or proposal.

 

Section 2. Educational Committee: This committee shall be composed of three past Presidents of the Association. It shall be the duty of this committee to see that the membership of the Association is kept thoroughly familiar with the objectives of the Association, its method of operation and membership obligations, by such ways and means as it deems best. This, with particular reference to new members.

 

Section 3. Grievance Committee: This committee shall be composed of the Board of Directors, and this committee shall have the right to request the attendance of the Educational Committee, the three (3) past Presidents, to act as an Advisory Board.

 

Action in all cases shall be by secret ballot.

 

Upon a complaint in writing being filed with the Committee, it shall be the duty of the committee within thirty (30) days after the filing of the complaint to inquire into the allegations set forth in the complaint, and take such action as will be for the best interest of the Association.

 

Every member of the Association shall answer any inquiry made by this Committee, or any member thereof, pursuant to its duty. The committee may hold bearings for this purpose, and the member being investigated or any member of the Association must attend thereat, provided twenty-four (24) hours prior written notice shall have been given. All proceedings shall be recorded in the minutes of said meeting, which shall be the minutes and meeting of the Board of Directors, sitting as a Grievance Committee.

 

Section 4. Leads Committee: This committee shall be appointed by the President. The purpose shall be to promote leads, determine whether a lead is valid, and report to the Board of Directors any members who fail to comply with leads requirements of the Bylaws.

 

Section 5. Appointment of Special Committees: In addition to the above-referenced standing committees, the President may from time to time, at his/her election, appoint a member from the Board of Directors to form such temporary committees as may from time to time be needed to address any all matters not specifically assigned to or developed through the above-referenced standing committees. All temporary committees shall be composed of five (5) members, one of whom shall serve as Chairman, appointed by the President. The temporary committee’s purpose, duties and term shall be as specified by the President. In no event shall the term of the temporary committee extend for a period of more than six (6) months. Any temporary committee shall report its findings to the Board of Directors by that Committee Chairperson. With the exception of the requirements as set forth in Article XI, all recommendations of any temporary committee they are subject to approval by the Board of Directors in accordance with the rules prescribed by the Board of Directors and Roberts Rules of Order. All recommendations approved by the Board of Directors shall be disseminated by the Executive Director to the general membership by oral announcement as well as written notification a the next three (3) regularly scheduled general meetings. At the fourth (4) regularly scheduled general membership meeting, the Board-approved recommendation shall be put to the general membership by secret ballot vote. Said recommendation shall pass upon a 51% or greater approval ballot vote.
Back To Top

 

ARTICLE IX

 

Section 1. A quorum for the transaction of business at all meetings of the membership and of the Board of Directors shall be fifty-one percent (51%) of the members eligible to vote thereat, if all had been present.

 

Section 2. Membership meetings shall be conducted in accordance with the rules prescribed by the Board of Directors from time to time, and Roberts Rules of Order.

 

Section 3. Meetings of the Board of Directors shall be held monthly and membership shall be notified of date and location. Special meetings to be held at the call of the President.

 

 

ARTICLE X

 

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 the Executive Association of Greater Orlando, Inc. who discusses politics, religion or matters of a general nature.

 

 

ARTICLE XI

 

Section 1. These Bylaws may be amended at any regular meeting of the membership by a two-thirds (2/3) vote in favor of such amendment, provided such amendment has first been approved by a two-thirds (2/3) vote of the Board of Directors, and a copy of same has been mailed at least seven (7) days before the meeting at which same is considered.

 

ADDENDUM

 

January, 1998 – Revised

August, 2000 – Revised (Article IV, Obligation of Members, Section 3.)

May, 2005 – Revised

October 2007 – Revised

November, 2011 – Revised (Article VII, Section 6, Election Procedure)
Revised (Article VIII, Section 2, Educational Committee)
Revised (Article VIII, Section 5, Added Appointment of
Special Committees)

Back To Top