Section 1.01 – Name
The name of the association is Gold Coast Business Association, Inc. (herein "Association").

Section 1.02 – Purpose
The Association is organized for the purpose of advancing the commercial, industrial, and general interests of its member businesses.

Section 1.03 – Prohibited Activities
The Association shall not, except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of the purposes described herein. Furthermore, nothing contained herein shall be construed as allowing the Association to engage in any activity not permitted to be carried on:
(1) by an Association exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code, as amended (the "Code"); or
(2) by an Association, contributions to which are deductible under the applicable sections of the Code.

Section 1.04 – Permissive Activities
Any and all expenditures of any revenues and funds of the Association shall be expended only for the purpose of the Association as set forth in Article I, Section 1.02.text goes here

DesSection 2.01 – Eligibility
Eligibility shall consist of any natural person, corporation, partnership, joint stock company, or not-for-profit organization, business, or profession in good standing, interested in the advancement of the Association.

Section 2.02 – Voting Privileges
All members shall be voting members of the Association.

Section 2.03 – Membership Dues
Annual membership dues shall be due and owing on the 15th of March of the fiscal year. The amount of dues for the various classes of membership shall be determined, from time to time, by the Board of Directors.

Section 2.04 – Termination of Membership
The Board of Directors shall have the authority to terminate the membership of any member by a simple majority vote conducted at a duly noticed meeting of the Board of Directors, provided that proper notice of the Board's intention to so act has been given to the party whose membership is at issue.

1. Termination for Delinquency
In the event that any member fails to remit the required dues in a timely manner, the Board of Directors may consider termination of membership for delinquency.

2. Termination for Cause
In the event any member is deemed to be acting in violation of these Bylaws, or is credibly accused of a breach of trust or of conduct detrimental to the Association, the Board of Directors may consider the termination of said member.cription text goes here

Section 3.01 – Authority of Directors
The Board of Directors is the policy-making body and may exercise all the powers and authority granted to the Association by law.

Section 3.02 – Number, Qualifications, Election and Tenure
The Board shall serve without pay and shall consist of no fewer than seven (7) Directors and not more than thirteen (13) Directors.
Each Director shall attend at least six (6) Board meetings each calendar year to be in good standing and eligible for re-election the following year.
Directors shall be elected at the Annual Meeting of the Association for a one (1) year term. The Annual Meeting shall be held in November, with notice to all members at least thirty (30) days in advance.
Directors shall be elected by majority vote of the eligible members present at the Annual Meeting. Proxy voting is not permitted.
The term of office for each Director shall commence on January 1 and terminate on December 31.

Section 3.03 – Compensation
The Association shall not pay any compensation to Directors for services rendered to the Association as Directors.
However, Directors may be reimbursed for reasonable expenses incurred in the performance of their duties, as approved by the Board.

Section 3.04 – Vacancies
Vacancies due to resignation, death, incapacity, or removal may be filled by majority vote of the remaining Directors.
In case of a tie vote, the President shall choose the succeeding Director from among the candidates who received the most votes.
The replacement Director serves only the unexpired term of their predecessor.

Section 3.05 – Resignation
Resignations must be in writing and are effective upon receipt by the Recording Secretary.

Section 3.06 – Removal
A Director may be removed by the Board of Directors at any meeting if, in the Board's judgment, it is in the best interests of the Association.

Section 3.07 – Regular Meetings
The Board shall hold at least eight (8) regular meetings per year.
Meeting dates, times, and locations shall be determined by the Board.
Notice may be given via a calendar or schedule that includes this information.

If not preset by the Board, notice of meeting time and location shall be given using one of the following methods:

• Personal delivery (oral or written)

• First-class mail

• Telephone (including voicemail or text)

• Facsimile or electronic mail (email), or other digital communication

Section 3.08 – Notice Contents
Meeting notices shall include the date, time, and place.
For regular meetings, a calendar or schedule may serve as notice.
The purpose of the meeting need not be stated unless otherwise required by these Bylaws.

Section 3.09 – Place of Board Meetings
Board meetings may be held at any place designated in the meeting notice or by Board resolution.
Whenever possible, meetings should be held at a venue owned by a member of the Association.

Section 3.10 – Special Meetings
Special meetings may be called by the President or by request of any three (3) Directors.
Notice must be delivered at least 24 hours in advance by email, mail, phone, or fax.

Section 3.11 – Quorum
A quorum consists of a majority of the Board attending in person or via teleconferencing.
Decisions are made by majority vote of those present at a meeting with quorum.
If a quorum is not present, the meeting may be adjourned by majority vote of those in attendance.

Section 3.12 – Action Without a Meeting
The Board may take action without a meeting if all Directors (or committee members) consent in writing to the specific action.
This written consent carries the same effect as a unanimous vote and may be delivered by mail, courier, fax, email, text, or other method approved by the President or committee chair.

Section 3.13 – Participation by Conference Telephone
Directors (or committee members) may participate in meetings via conference telephone or similar communication technology, provided all participants can hear and engage with each other.

Section 3.14 – Committees
The Board may establish committees via resolution, composed of at least two (2) persons (Board or non-Board members).
The Board may appoint committee chairs, define procedures, and delegate authority as needed for the efficient management of Association affairs.

Section 3.15 – Nominating Committee
There shall be a Nominating Committee composed of the Recording Secretary and at least two (2) non-Board members who are not candidates for any position.
Each member has one (1) vote, and decisions are made by majority vote.
The committee shall nominate a slate of Director and Officer candidates to be voted on at the Annual Meeting.

Section 4.01 – Officers
The officers of the Association shall be a President, a Vice-President, a Recording Secretary, a Corresponding Secretary, and a Treasurer, as well as any other officers the Board of Directors may designate.

• The positions of Secretary and Treasurer may be combined into one role: Secretary/Treasurer, at the discretion of a majority of the Board.

• The role of Corresponding Secretary may be filled by either the Vice-President or the Recording Secretary.

Section 4.02 – Election of Officers; Terms of Office
Officers shall be elected by majority vote of the eligible members at the Annual Meeting of the Association. Each officer serves at the discretion of the Board.

• Vacancies may be filled at any regular or special meeting of the Board by majority vote.

• New offices may be created and filled at any Board meeting.

Section 4.03 – Resignation
Resignations are effective upon receipt by the Recording Secretary of a written notification.

Section 4.04 – Removal
An officer may be removed by the Board of Directors at any meeting if, in the Board’s judgment, the best interests of the Association will be served.

Section 4.05 – President
The President shall be a Director of the Association and preside over all Board meetings.

Duties:

• Perform all tasks attendant to the office, under the control of the Board.

• Perform other duties as assigned by the Board.

• May authorize expenditures up to $250 without prior Board approval.

Section 4.06 – Vice-President
The Vice-President shall be a Director of the Association and shall preside at Board meetings in the absence of, or at the request of, the President.

• Performs duties as requested by the President, under the control of the Board.

Section 4.07 – Secretaries
(1) Recording Secretary
The Recording Secretary shall be a Director and keep minutes of all Board meetings.

• Minutes may be maintained in electronic or written form.

• Minutes of committee meetings shall be recorded and filed with corporate records.

• Performs other duties as assigned by the Board.

(2) Corresponding Secretary
The Corresponding Secretary shall be a Director and ensure that all notices for meetings are properly sent as required.

Section 4.08 – Treasurer
The Treasurer shall be a Director of the Association and is responsible for maintaining accurate financial records.

Duties include:

• Reporting the Association’s financial status at each regular Board meeting.

• Keeping full and accurate records of all receipts and disbursements.

• Depositing all funds and assets in designated banks or depositories.

• Providing financial statements at the Annual Meeting and at the Board’s request.

• Allowing inspection of the Association’s books by any Officer or Director.

• Performing all standard duties of a Treasurer, under the Board’s control.

• Providing security or bond for faithful performance if required by the Board.

Section 4.09 – Paid Staff
The Board may hire paid staff as deemed necessary for the Association’s operations.

• Duties and powers of staff shall be assigned by the Board or a designated committee.

Section 4.10 – Immediate Past President
The Immediate Past President shall serve as an ex officio, non-voting member of the Board.

• Thereafter, the individual may serve as a full voting member of the Board.

Every officer, director, and employee of the Association may be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon them in connection with any threatened, pending, or completed action, suit, or proceeding to which they may become involved by reason of having been an officer, director, or employee of the Association.

This indemnification shall not apply in cases where the individual is adjudged to be liable for negligence or misconduct in the performance of their duties.

In the event of a settlement:

• Indemnification shall apply only if the Board approves the settlement and determines the reimbursement to be in the best interest of the Association.

This right to indemnification is in addition to and not exclusive of any other rights to which the individual may be entitled.

Section 6.01 – Fiscal Year
The fiscal year of the Corporation shall run from January 1 through December 31 of the same year, unless changed by resolution of the Board of Directors.

Section 6.02 – Checks, Drafts, Etc.
All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer(s) or agent(s) of the Association, and in such manner as determined from time to time by resolution of the Board of Directors or by any committee delegated such authority.

Section 6.03 – Deposits and Accounts
All funds of the Association, not otherwise employed, shall be deposited in general or special accounts at such banks, trust companies, or other depositories as selected by:

• The Board of Directors,

• A committee delegated that authority by the Board,

• The President,

• Or any other officer(s) or agent(s) delegated such authority by the Board.

Checks, drafts, and other orders may be endorsed, assigned, and delivered on behalf of the Association by any such officer or agent for the purpose of deposit or collection.

Section 6.04 – Investments
The funds of the Association may be retained in whole or in part in cash, or invested and reinvested as the Board of Directors may deem desirable.
Such investments may include real or personal property, stocks, bonds, or other securities, without regard to limitations imposed by law, so long as they are permitted under Section 501(c)(6) of the Internal Revenue Code.

Article VII – Books and Records
Correct books of account documenting the activities and transactions of the Association shall be maintained at the Association’s office.

These records shall include:

• A minute book containing:
  • A copy of the Certificate of Incorporation
  • A copy of these Bylaws
  • All minutes of meetings of the Board of Directors
  • All minutes of committee meetingsItem description

These Bylaws shall become effective upon a favorable vote of two-thirds (2/3) of the eligible members present and voting at an organizational meeting of the Association, held with no less than twenty (20) days' notice given to all members. Proxy voting shall not be permitted.

The Secretary thereafter elected, in accordance with these Bylaws, shall cause the final, approved Bylaws to be printed and made available to all members.

These Bylaws may be amended with the approval of two-thirds (2/3) of the eligible members present and voting at the Annual Meeting of the Association, provided that no less than thirty (30) days’ prior notice of the proposed amendment has been given to the members. Proxy voting shall not be permitted