Enterprise Florida Board of Directors Executive Committee Meeting Agenda 062012

Published on May 2016 | Categories: Types, Government & Politics, Public Notices | Downloads: 58 | Comments: 0 | Views: 389
of 25
Download PDF   Embed   Report

RE: Executive Committee meeting documentsAttached are the documents needed for the EC meeting on June 20 at 3:00. As you know the purpose of the meeting is to fulfill the Board’s assignment to approve VISIT FLORIDA Board members, budget, and marketing plan for FY 2012-13.Call in number 877-402-9753 Access number 5010500Note that the Marketing Plan is very large and is best accessed through the link given in the agenda.The revised by-laws of VISIT FLORIDA are included for your information. They have been revised to reflect the new role of EFI in their organization.

Comments

Content

 

Enterprise Florida Board Executive Committee
June 20, 2012 3:00 P.M. – 3:30 P.M. EDST Board of Directors Executive Committee Date: June 20, 2012 Time: 3:00 -3:30 p.m. 800 North Magnolia Ave, Suite 1100 Orlando, FL

Presiding Officer: Hal Melton, Vice Chair Roll call I. II. III. IV. V.   Welcome and overview Approve May 9, 2012 Minutes Approve VISIT FLORIDA Board members Approve VISIT FLORIDA budget for FY 2011-12 Approve VISIT FLORIDA marketing plan Chris Thompson (I,D,A) Michele Miller Hal Melton (I,D,A)

Overview attached, interactive 2012‐2013 Marketing Plan may be found at:  www.VISITFLORIDA.org/marketingplan  VI. VII. VISIT FLORIDA amended by-laws Other (Information only) Hal Melton

Adjourn (I- Information; D- Discussion; A- Action)    

 
Enterprise Florida Executive Committee Meeting | June 20, 2012

   

 

Draft Minutes of a meeting of the Enterprise Florida Executive Committee River Terrace 2: Third Floor Hyatt Regency Jacksonville-Riverfront May 9, 2012   Attendees – Members
Alan Becker Brett Couch Marshall Criser Mark Crosswhite Debra Duvall Danny Gaekwad Russ Jollivette Tom Kuntz Fred Leonhardt Hal Melton Carrie O’Rourke for Gov. Scott Gray Swoope (ex-officio) Brent Christensen (ex-officio) Chris Marconi for Bill Heavener

Attendees – Staff
Manny Mencia Al Latimer Larry Pendleton Griff Salmon Pam Murphy Louis Laubscher Melissa Medley Mike Preston Chris Thompson John Webb VISITORS Dan Krassner Jay Beyrouti Debra Mellin

  Hal Melton called the meeting to order at 12:05 pm.

Minutes Danny Gaekwad proposed an amendment to the minutes of the April 10, 2012 minutes in the Tourism Development report. He moved that the second paragraph be changed to: (n.b. old language strikethrough, amended language in red) “Gaekwad noted that since the change in legislation in 2011, EFI’s Board now has the responsibility to approve the VISIT FLORIDA Board, budget, and Marketing Plan. Their These business items budget must first be approved by their Board which meets on May 24. Since all state budgets VISIT FLORIDA business items must be approved by June 30, he recommended that the EFI Board authorize the EC to approve the VFL budget business items on their behalf after May 24. Melton noted that this authorization would need to have a vote by the full Board. He will include it as an action item for the Board meeting.” Marshall Criser seconded and the amended minutes passed unanimously. Finance and Compensation Reports Alan Becker presented the report of the Finance and Compensation Committee. He noted that the in the Interim Financial Report it looks like we are up $3 million from last year. This will not be the case by year end as some of the funds are related to the inclusion of other organizations into EFI and the Marketing budget is scheduled to be spent now that a new plan is almost done. Approval of the budget report was moved by Couch and seconded by Leonhardt and passed unanimously. The budget for FY 2012-13 was presented for approval. Due to an increase in state funding the budget is $2 million higher than last year. Approval of the operating budget for FY 2012-13 was moved by Becker, seconded by Duval and passed unanimously.    

 

Murphy explained that an RFP for banking services was issued as a part of a contract update process. Twelve banks received the request for proposal and eight responded. After a review of proposals the decision was made that services will be moved to two banks; Wells Fargo for the main account and TD Bank for specialty services. Normally a business matter of this nature does not require Board approval, but since both banks have a representative on the Board, the matter is coming forward for information and ratification. Approval was moved by Becker, seconded by Gaekwad and unanimously approved. The bank representatives will not vote on these contracts at the meeting. Miller reviewed the revisions proposed for the EFI Tactical Plan. The metrics for Marketing and Communications have been clarified as the marketing plan is completed. After discussion on diversification of new jobs, approval was moved by Becker, seconded by Gaekwad and unanimously approved. Laubscher reported that EFI had recently issued an RFP for business health insurance. The selection of Blue Cross Blue Shield of Florida (now known as Florida Blue) was made because it will save EFI money and reduce employees’ deductible. This is brought to the EC attention because Jollivette represents the company. Jollivette commented that he was unaware of the RFP and the selection process. Approval was moved by Couch, seconded by Leonhardt and approved by all. Jollivette stated he was not voting. Contracts Michele Miller reported on contracts executed since the last meeting with a value over $100,000. The Defense Task Force executed two contracts since the last EC meeting. The TF was established in the 2011 legislation to retain and expand Department of Defense investment in Florida, especially in military installations. Membership was defined in statute and funding was provided. EFI is administering the Task Force, so its contracts must follow EFI contract guidelines. The Task Force has decided to research and analyze the current situation in Florida and establish an advocate for Florida in Washington, D.C. After an RFP process and interviews by the Task Force, two contracts were awarded: The Principi Group – $1,800,000 to Advocate for Defense retention and expansion; and, The Spectrum Group - $1,562,000 for research and assessment of military installations. Role of Expanded Executive Committee Gray thanked the members for agreeing to serve on the expanded EC. He expressed the intention that this group will be able to drill down into business issues and lead EFI in providing business growth assistance. Griff continued that we are trying to respond to feed-back that the Board meeting has too much organization operations business. The intent in the future is that this group will be hammer out program issues and any Board discussion will be led by the issue expert. We want to use this group to improve the quality of the meeting. Other Larry Pendleton introduced John Webb as his replacement as President of Florida Sports and SVP of the Sports Development division of EFI. Gray introduced his new assistant Michelle Parker. Next meeting will have a single purpose of approving VISIT FLORIDA business items. Meeting adjourned at 1:30.

   

VISIT FLORIDA Board of Director Appointments    Seat #1  Steve Hilliard  Senior Vice President of Operations  The St. Joe Company     Seat #5  Ed Fouché  Senior Vice President, Travel Industry Sales  Disney Destinations     Seat #9  Thom Stork  President and CEO  The Florida Aquarium     Seat #13  Luanne Lenberg  Vice President and General Manager  Sawgrass Mills     Seat #17  Grace Villamayor  Vice President, Inbound/Outbound  The Hertz Corporation     Seat #19  Bobby Cornwell  President and CEO  Florida Association of RV Parks and Campgrounds     Seat #21  Malinda Horton  Executive Director  Florida Association of Museums     Seat #23  Rick McAllister  President and CEO  Florida Retail Federation        

Seat #25  Dawn Moliterno  Executive Director  South Walton Tourist Development Council      Seat #27  Bill Talbert  President and CEO  Greater Miami Convention and Visitors Bureau     Seat #29  John Tomlin  Chief Operating Officer  The Auto Club Group     Seat #31  Bill Moore  Chief Operating Officer  Kennedy Space Center Visitor Complex 

Florida Tourism Industry Marketing Corp. OPERATING ROLLUP Fiscal Year 12-13 Annual Budget

Revenues State of Florida Proceeds Partner Investment Strategic Alliances Events Revenue Trade Show Revenue Welcome Center Revenue Reimbursement Revenue Publication Revenue Licensing & Merchandising Revenue Interest Income Research Revenue Website Revenue Other Revenue Industry-Contributed Promotional Value Industry-Cooperative Advertising Value Total Revenues

54,000,000.00 1,971,000.00 77,000.00 1,932,828.00 778,893.00 478,126.00 220,080.00 218,000.00 17,400.00 77,982.00 821,100.00 37,500.00 54,800,000.00 25,429,400.00 140,859,309.00

Expenses Salaries & Benefits Fees & Services Citrus Juice Office & Computer Supplies Decorations Depreciation & Amortization Dues & Subscriptions Printing/ Copying/ Photo Business Promotion BOD/ Commission Expenses Equipment Repairs and Maintenance Equipment Rental Postage & Freight Fulfillment Grants Insurance Business Legal Promotional Items Registration Fees/Booth Rental Employee Relocation Office Rent Research Project Taxes and Licenses Telephone Temp. Labor Training Travel Travel- Advertising Agent Travel - Projects (Non-Emp) Uniforms Utilities Warehouse-Rent Agency Fees Media Production Media Strategic Alliance Industry-Contributed Promotional Value Industry-Cooperative Advertising Value Total Expense Revenue Over Expense

8,871,626.00 5,712,777.00 220,080.00 129,351.00 83,003.00 586,021.00 188,711.00 356,625.00 908,980.00 126,331.00 101,979.00 205,371.00 151,535.00 437,190.00 880,000.00 165,706.00 88,000.00 157,577.00 1,352,902.00 10,000.00 412,126.00 589,962.00 15,370.00 257,490.00 95,501.00 1,055,413.00 31,920.00 912,401.00 21,976.00 109,741.00 34,257.00 2,359,242.00 29,943,702.00 2,521,577.00 35,200.00 54,800,000.00 25,429,400.00 139,359,043.00 1,500,266.00

AMENDED AND RESTATED BYLAWS OF FLORIDA TOURISM INDUSTRY MARKETING CORPORATION, INC. A NOT-FOR-PROFIT CORPORATION GOALS ARTICLE I Offices The principal office of Florida Tourism Industry Marketing Corporation, Inc., a Florida not-for-profit corporation (the “Corporation”) in the State of Florida is to be located in the City of Tallahassee, County of Leon. The Corporation may have such other offices, either within or without the State of Florida, as the Board of Directors may designate or as the business of the Corporation may require from time to time.

ARTICLE II Purpose This Corporation is organized under Chapter 617, Florida Statutes and pursuant to Section 288.1226, Florida Statutes, as a direct support organization of Enterprise Florida, Inc. (EFI). The Corporation is organized and shall be operated exclusively to request, receive, hold, invest and administer property and to manage and make expenditures for the operation of the activities, services, functions and programs of the State of Florida which relate to the statewide, national and international promotion and marketing of tourism. Notwithstanding any other provisions of these Articles of Incorporation, this Corporation’s activities shall be limited to those activities in which an organization that is exempt from federal income taxation under Section 501(a) of the Internal Revenue Code of 1986, as amended (the ”Code”), as an organization described in Section 501(c)(6) of the Code, may engage.

ARTICLE III Powers and Duties The Corporation, in the performance of its duties: 1. May make and enter into contracts and assume such other functions as are necessary to carry out the provisions of the 4-year marketing plan and the Corporation’s contract with EFI which are not inconsistent with Chapter 288, Florida Statutes, or any other provision of law.

Page 1 of 13

2. May develop a program to provide incentives and to attract and recognize those entities which make significant financial and promotional contributions towards the expanded tourism promotion activities of the Corporation. 3. May establish a cooperative marketing program with other public and private entities which allows the use of the VISIT FLORIDA logo in tourism promotion campaigns which meet the standards of EFI for which the Corporation may charge a reasonable fee. 4. May sue and be sued and appear and defend in all actions and proceedings in its corporate name to the same extent as a natural person. 5. May adopt, use, and alter a common corporate seal. However, such seal must always contain the words “corporation not for profit”. 6. Shall elect or appoint such officers and agents as its affairs require and may allow them reasonable compensation. 7. Shall hire and establish salaries and personnel and employee benefit programs for such permanent and temporary employees as are necessary to carry out the provisions of the 4-year marketing plan and the Corporation’s contract with EFI which are not inconsistent with Chapter 288, Florida Statutes, or any other provision of law. 8. Shall provide staff support to the Division of Tourism Promotion of EFI. 9. May adopt, change, amend, and repeal by-laws, not inconsistent with law or the Corporation’s articles of incorporation, for the administration of the provisions of the 4-year marketing plan and the Corporation’s contract with EFI. 10. May conduct its affairs, carry on its operations, and have offices and exercise the power granted by Chapter 288, Florida Statutes, in any state, territory, district, or possession of the United States or any foreign country. Where feasible, appropriate, and recommended by the 4-year marketing plan, the Corporation may collocate the programs of foreign tourism offices in cooperation with any foreign office operated by any agency of the State of Florida. 11. May appear on its own behalf before boards, commissions, departments, or other agencies of municipal, county, state, or federal government. 12. May request or accept any grant, payment, or gift, of funds or property made by the state of Florida, or by the United States or any department or agency thereof or by an individual firm, corporation, municipality, county, or organization for any or all of the purposes of the 4-year marketing plan and the Corporation’s contract with EFI that are not inconsistent with Chapter 288, Page 2 of 13

Florida Statutes, or any other provision of law. Such funds shall be deposited in a bank account established by the Corporation’s Board of Directors. The Corporation may expend such funds in accordance with the terms and conditions of any such grant, payment, or gift, in the pursuit of its administration or in support of the programs it administers. The Corporation shall separately account for the public funds and the private funds deposited into the Corporation’s bank account. 13. Shall establish a plan for participation in the Corporation which will provide additional funding for the administration and duties of the Corporation. 14. In the performance of its duties, may undertake, or contract for, marketing projects and advertising research projects. 15. In addition to any indemnification available under Chapter 617, Florida Statutes, the Corporation may indemnify, and purchase and maintain insurance on behalf of, directors, officers, and employees of the Corporation against any personal liability or accountability by reason of actions taken while acting within the scope of their authority. 16. Shall administer, operate and manage Welcome Centers pursuant to Chapter 288.12265, Florida Statute.

ARTICLE IV Board of Directors Section 1. General Powers. All corporate powers shall be exercised by or under the authority of, and the business and affairs of the Corporation shall be managed under the direction of the Board of Directors. Section 2. Number, Tenure and Qualification. A. Number of Directors. The number of Directors of the Corporation shall be composed of thirty one (31) tourism industry related members, appointed by EFI in conjunction with the State of Florida Department of Economic Opportunity. The number of Directors may be increased or decreased from time to time by amendment to Chapter 288, Florida Statutes, or successor law. Each Director shall hold office for the term designated by EFI or until his or her successor shall have been appointed by EFI, whichever event last occurs, or until his or her earlier resignation, removal from office, or death. B. Director Qualifications and Tenure. 1. The board shall consist of 16 members, appointed in such a manner as to equitably represent all geographic areas of the state, with no fewer than two members from any of the following regions:

Page 3 of 13

a. Region 1, composed of Bay, Calhoun, Escambia, Franklin, Gadsden, Gulf, Holmes, Jackson, Jefferson, Leon, Liberty, Okaloosa, Santa Rosa, Wakulla, Walton, and Washington Counties. b. Region 2, composed of Alachua, Baker, Bradford, Clay, Columbia, Dixie, Duval, Flagler, Gilchrist, Hamilton, Lafayette, Levy, Madison, Marion, Nassau, Putnam, St. Johns, Suwannee, Taylor, and Union Counties. c. Region 3, composed of Brevard, Indian River, Lake, Okeechobee, Orange, Osceola, St. Lucie, Seminole, Sumter, and Volusia Counties. d. Region 4, composed of Citrus, Hernando, Hillsborough, Manatee, Pasco, Pinellas, Polk, and Sarasota Counties. e. Region 5, composed of Charlotte, Collier, DeSoto, Glades, Hardee, Hendry, Highlands, and Lee Counties. f. Region 6, composed of Broward, Martin, Miami-Dade, Monroe, and Palm Beach Counties. 2. The 15 additional tourism-industry-related members shall include: a. 1 representative from the statewide rental car industry; b. 7 representatives from tourist-related statewide associations, including those that represent hotels, campgrounds, county destination marketing organizations, museums, restaurants, retail, and attractions; c. 3 representatives from county destination marketing organizations; d. 1 representative from the cruise industry; e. 1 representative from an automobile and travel services membership organization that has at least 2.8 million members in Florida; f. 1 representative from the airline industry; and g. 1 representative from the space tourism industry. 3. The members appointed as required by Section B (1) above will each serve a term of 4 years and the members appointed as required by Section B (2) above will each serve a term of 2 years. Section 3. Annual Meetings. The Board of Directors shall hold an annual meeting each calendar year for the purpose of electing officers and conducting other business as may be necessary or prescribed by law. The date, time and site of the meeting shall be selected by the Chair. Written notice of such annual meeting shall be given personally, by mail, or by electronic mail to each Director and the Directors’ address of record not less than thirty (30) days before the annual meeting. Section 4. Regular Meetings. The Chair or the Board of Directors by resolution may also select the date, time and place for the holding of regular meetings and written notice of such regular meeting shall be given personally, by mail, or by electronic mail to each Director and the Directors’ address of record not less than thirty (30) days before the regular meeting. Page 4 of 13

Section 5. Special Meetings. Special meetings of the Board of Directors may be called by the Chair of the Corporation’s Board of Directors, by the Vice Chair or by written communication of any five Directors. If five or more Directors call for a special meeting, their written communication shall set forth the reason for the special meeting and the Chair shall call such meeting within fifteen (15) days. Section 6. Notice. Notice of any special meeting shall be given at least five (5) days before the meeting by written notice delivered personally, by mail, or by electronic mail to each Director at his/her business address, unless in case of emergency, the Chair of the Corporation’s Board of Directors or the President of the Corporation shall prescribe a shorter notice to be given personally or by electronic mail to each Director at his/her residence or business address. If a notice of meeting is mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting, before or after the meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner in which it has been called or convened, except when a Director states, at the beginning of the meeting, any objection to the transaction of business because the meeting has not been lawfully called or convened. Section 7. Quorum. A majority of the Directors holding office pursuant to Section 2 of this article shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. A majority of the Directors present, whether or not a quorum exists, may adjourn any meeting of the Board of Directors to another time and place. Notice of any such adjourned meeting shall be given to the Directors who were not present at the time of the adjournment and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other Directors. Section 8. Meeting by Internet Linkage, Conference Telephone or Similar Equipment. The Chair under special circumstances may authorize a Director to participate in a meeting of the Board of Directors by means of a conference telephone, internet or electronic linkage or similar communications equipment, by means of which all persons participating in the meeting can hear each other at the same time. Participating by such means shall constitute presence in person at a meeting. Section 9. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 10. Voting. Each Director shall have one vote. All voting at meetings shall be done personally and no proxy shall be allowed. Section 11. Presumption of Assent. A Director of the Corporation who is present at a meeting of the Board of Directors at which action on any Page 5 of 13

Corporation matter is taken shall be presumed to have assented to the action taken, unless the Director votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. Section 12. Director Compensation. Directors shall not receive any compensation from the Corporation for services rendered to the Corporation as members of the Board. Section 13. Absences. Each Director is expected to communicate with the Chair in advance of all Board meetings stating whether or not he or she is able to attend or participate. Any Board member who is absent from three successive Board meetings or fails to participate for a full year shall be deemed to have resigned due to non-participation, and his or her position shall be declared vacant, unless the Board affirmatively votes to retain that Director as a member of the Board. Section 14. Vacancies. Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors may be recommended by the President to EFI for filling of such vacancy. Section 15. Removal. Any director removed by a majority vote of the EFI Board of Directors will vacate his or her seat on the Corporation’s Board of Directors effective upon the EFI vote.

ARTICLE V Members The Corporation’s membership shall consist of the members of the Board of Directors appointed by EFI, the members of the Florida Council of Tourism Leaders and any non-voting members that the Corporation’s Board of Directors determines to have. If the Board of Directors determines that the Corporation shall have non-voting members, the Board of Directors shall determine the qualification of such non-voting members and their rights, privileges and obligations as non-voting members. Terms of qualification may include a requirement of financial participation in the Corporation’s activities. Non-voting members may serve upon committees, councils, task forces or groups if and as determined by the Board of Directors or Chair.

ARTICLE VI Councils and Committees. Section 1. Standing Committees. Committees designated as “standing” are herein established by these Bylaws and shall exist until such time as they Page 6 of 13

may be terminated by the Board or by amendment to these Bylaws. All standing committee chairs, except the Nominating and Election Committee Chair, shall be recommended by the Nominating and Elections Committee and approved by the Board of Directors. Persons serving as members of standing committees must be a member of the Corporation as defined in Article V. Each standing committee chair must be a Director of the Corporation and recommended from among the directors of the Corporation. At the time of approval of these bylaws, standing committees include the following: A. Executive Committee. There shall be an Executive Committee of the Board of Directors. 1) Each of the following officers is hereby designated to serve on the Executive Committee until the next election of officers or until his or her earlier death, resignation or removal from office: a. Chair b. Immediate Past-Chair c. Vice Chair d. Secretary e. Treasurer d. Chair of Marketing Council Steering Committee e. Chair of Industry Relations Committee f. Chair of Public Affairs i. Chair of Audit Committee

2) Executive Committee Authority. The Executive Committee shall have and may exercise all of the authority of the Board of Directors and perform the Roles and Responsibilities of the Committee designated within the Corporations Policies and Procedures, except that, without specific authorization by resolution of the Board, the Executive Committee shall not have the authority to: a. fill vacancies on the Board of Directors or any council or committee thereof; b. adopt, amend or repeal the Corporation’s bylaws; c. adopt or amend the budget d. approve or amend the 4-year marketing plan e. hire or fire the CEO and President; or f. adopt, amend or implement rules or procedures inconsistent with existing by-laws. B. Audit Committee. The Chair of the Board shall appoint an Audit Committee whose purpose shall be set forth in a charter which shall be approved by the Board. The charter shall set forth the duties and responsibilities of the Committee as well as any qualifications for its members. Page 7 of 13

C. Finance Committee. This committee will be chaired by the Treasurer. It will oversee the revenues and expenses of the Corporation, recommend to the Board the annual capital and financial budgets, uses for reserve funds, and advise on the financial implications of the Corporation’s operations and perform the Roles and Responsibilities of the Committee designated within the Corporations Policies and Procedures. D. Industry Relations Committee. This committee will oversees matters related to industry communication and engagement, Partner development and participation, and customer relationship management and perform the Roles and Responsibilities of the Committee designated within the Corporations Policies and Procedures. E. Marketing Council Steering Committee. This Committee is responsible for the development of the 4-year marketing plan as required by the Corporation’s contract with EFI, oversight of the execution of tourism promotion and marketing services and perform the Roles and Responsibilities of the Committee designated within the Corporations Policies and Procedures. F. Nominations and Elections Committee. This committee is responsible for developing lists of candidates for the offices of Vice Chair, Secretary, Treasurer, Marketing Council Steering Committee Chair, Industry Relations Committee Chair, Public Affairs Committee Chair and Audit Committee Chair. The Chair of this Committee shall be appointed by the Chair of the Board of Directors. Section 2. Florida Council of Tourism Leaders. A. Florida Council of Tourism Leaders. There shall be a Florida Council of Tourism Leaders. The Council shall be chaired by the immediate past Chair of the Board and may, at the request of the Board, the Chair or the President, advise the Board, the Chair or the President, and perform other assignments as needed. B. Past Chairs. Every past chair upon the nomination of the Chair and approval by the Board of Directors shall be a member of the Florida Council of Tourism Leaders and shall be entitled to all the rights and privileges of regular members except that of voting and as otherwise defined by the Board. Each shall be a member of the Corporation. Section 3. Other Councils, Committees, Chairs and Members. The Chair may establish one or more regular or ad hoc councils, committees, task forces, or other groups, which may be composed of Board members and other tourism industry representatives. The Chair shall appoint the chairs and members of such councils, committees, task forces, or groups. Any such councils, committees, task forces, or other Page 8 of 13

groups shall be dissolved at the end of the term of the Chair which established and appointed them. Section 4. Requirements for Council or Committee Meetings. The requirements of Article IV of these bylaws with respect to notices of Board of Directors meetings, waiver of notice and voting shall also apply to meetings of the Executive Committee, other standing, regular or ad hoc councils or committees. For the Executive Committee and any council or committee having less than 11 appointed members, a majority shall be required for a quorum. For all other councils or committees, a quorum shall be 20% of the appointed membership or five persons, whichever is greater.

ARTICLE VII Officers Section 1. Number. The officers of the Corporation shall be a Chair of the Corporation’s Board of Directors, a Vice Chair, a Secretary, a Treasurer, a President, a Chief Marketing Officer and a Chief Financial Officer each of whom, other than the President, Chief Marketing Officer and Chief Financial Officer shall be elected by the Board of Directors. The Chair, Vice Chair, Secretary and Treasurer shall be elected from among the members of the Board. Section 2. Election, Term of Office, and Term Limits. The officers of the Corporation to be elected by the Board of Directors shall be elected by the Board of Directors at the annual meeting of the Board of Directors. The Chair and Vice Chair shall be elected for one year terms. The Board of Directors, by resolution, may provide for an extension of no more than one additional one year term for a serving Chair and Vice Chair. All other officers who are members of the Corporation’s Board of Directors shall be elected for one year terms, with no term limits specified. If the election of officers shall not be held at such meeting, such elections shall be held as soon thereafter as is convenient. Each officer to be elected by the Board of Directors shall hold office until his/her successor shall have been elected and qualified or until his/her earlier resignation, removal from office, or death. Any officer that is also a member of the Corporation’s Board of Directors appointed by EFI shall not receive any salary. Section 3. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, or the person so removed. Election or appointment of an officer or agent shall not of itself create contract rights. Page 9 of 13

Section 4. Vacancies. A vacancy, however occurring, in the office of the Chair, Vice Chair, Secretary or Treasurer, may be filled from among other directors holding office by the Board of Directors for the unexpired portion of the term. Section 5. Chair of Board of Directors. The Chair must be elected from among the Corporation’s Board of Directors and the Chair shall be the presiding officer for all meetings of the members of the Corporation, if any, the Board of Directors, and the Executive Committee, if an Executive Committee is in existence. The Chair, shall as specified by these bylaws, appoint the Chairs, Vice Chairs and members to the standing, regular or ad hoc committees, councils or task forces and shall perform such other duties as are assigned to him under law or these bylaws. Section 6. Vice Chair. The Vice Chair must be elected from among the Corporation’s Board of Directors. The Vice Chair shall be the chair-elect and nominee for the succeeding term of the office of Chair of the Board of Directors. In the absence of the Chair or in the event of his/her death or his/her inability or refusal to act, the Vice Chair shall have the duties of the Chair, and when so acting, shall have all the powers of, and be subject to all the restrictions upon the Chair. The Vice Chair shall perform such other duties as from time to time may be assigned to him/her by the Chair or the Board of Directors. Section 7. President. The Board of Directors shall appoint a salaried chief executive who shall have the title of President and whose terms and conditions of initial employment shall be specified by the Board. The President shall be the chief executive officer of the Corporation and, subject to the direction of the Board of Directors, shall in general supervise and manage all of the business affairs of the Corporation. To the extent permitted by law, the President may sign any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these bylaws to some other officer or agent of the Corporation, or shall be required by law to be otherwise signed or executed. The President shall hire, direct, and discharge the Chief Marketing Officer, Chief Financial Officer and all other agents, subcontractors and employees, who shall have such authority and perform such duties as may be required to carry out the operations of the Corporation. The President shall in general perform all duties as from time to time may be assigned to him by the Board of Directors. The President shall serve without vote as an ex officio member of the Executive Committee, Board of Directors and councils and committees of the Corporation.

Page 10 of 13

Section 8. Secretary. The Secretary must be elected from among the members of the Corporation’s Board of Directors and shall oversee: (a) the keeping of the minutes of all meetings of the Board of Directors and Executive Committee in one or more books provided for that purpose; (b) that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (c) the custody of the corporate records and of the seal of the Corporation and see that the seal of the Corporation is affixed to all documents the execution of which on behalf of the Corporation under its seal is duly authorized; and (d) the performance of all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him/her by the Chair or by the Board of Directors. The Corporation’s principle office shall be the official depository for all official records for which the Secretary is responsible. Section 9. Treasurer. The Treasurer must be elected from among the Corporation’s Board of Directors and shall oversee the: (a) charge and custody of all funds and securities of the Corporation; receipt and giving of receipts for monies due and payable to the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation from any source whatsoever, and deposit all such monies in the name of the Corporation in such banks, trust companies, or other depositories and (b) in general perform all of the duties assigned to him by the Chair or by the Board of Directors. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. The cost of such bond shall be paid by the Corporation. The Treasurer may delegate responsibilities of the office, including the signing of checks, to the Chief Financial Officer hired by the President. The Corporation’s principal office shall be the official depository for all official records for which the Treasurer is responsible. The Treasurer shall serve as the Chair of the Committee having responsibility for finance and budget.

ARTICLE VIII Resignations Any officer of the Corporation may resign at any time by giving written notice to the Board of Directors, to the Chair of the Board of Directors, to the Vice Chair, or to the Secretary of the Corporation. Any such resignation shall take effect at the time specified therein, or, if the time be not specified therein, upon its acceptance by the Board of Directors.

Page 11 of 13

ARTICLE IX Annual Audit The Corporation shall make provisions for an annual post-audit of its financial accounts to be conducted by an independent certified public accountant. The annual audit report shall be due prior to December 1 of each year, shall include a management letter, and shall be submitted to the Auditor General, the Office of Policy Analysis and Government Accountability, and the State of Florida, for review.

ARTICLE X Contracts, Loans, Checks, and Deposits Section 1. Contracts. To the extent permitted by law: (a) the Board of Directors may authorize the Chair, the President or any office or officers, agent or agents to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation; and (b) such authority may be general or confined to specific instances. Section 2. Loans. No loans shall be contracted on behalf of the Corporation and no evidence of indebtedness shall be issued in its name unless authorized by law and by a resolution of the Board of Directors. Such authority may be general, if permitted by law, or confined to specific instances. Section 3. Checks and Orders for Payment of Money. All checks, drafts, or other orders for payment of money, notes, or other evidences of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agent by the Corporation and in such manner as shall from time to time be permitted by law and resolution of the Board of Directors. In the absence of such resolution, such instrument shall be signed by the President or Chief Financial Officer.

Section 4. Deposits. All funds of the Corporation not otherwise employed shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as permitted by law.

ARTICLE XI Fiscal Year The fiscal year of the Corporation shall begin on July 1 and end on June 30 in each year.

Page 12 of 13

ARTICLE XII Public Meeting The Corporation is subject to the provisions of Chapter 119 and Chapter 286.011, Florida Statutes relating to open public meetings.

ARTICLE XIII Rules of Order The most recent edition of Roberts’ Rules of Orders shall prescribe the rules of the conduct for all meetings of the Corporation so far as not inconsistent with the laws of Florida, with the articles of incorporation, or with these bylaws. ARTICLE XIV Amendments These bylaws may be altered, amended, or repealed and new bylaws may be adopted in accordance with the laws of the State of Florida by a vote of the Board of Directors, at any meeting of the Board of Directors, provided notice of the proposed change is given in the notice of such meeting. DONE AND ADOPTED this 24th day of May, 2012, by the Board of Directors of the Florida Tourism Industry Marketing Corporation, Inc. ________________________________ Tony Lapi, Chair

________________________________ Harold Wheeler, Secretary

Page 13 of 13

Sponsor Documents

Or use your account on DocShare.tips

Hide

Forgot your password?

Or register your new account on DocShare.tips

Hide

Lost your password? Please enter your email address. You will receive a link to create a new password.

Back to log-in

Close