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Bylaws

THE FLORIDA BLACK BEAR SCENIC BYWAY
CORRIDOR MANAGEMENT ENTITY

INTRODUCTION
The Florida Department of Transportation has designated the Florida Black Bear Scenic Byway as a Florida Scenic Highway.

The Corridor Management Entity (hereinafter CME) has been formed to serve as the caretaker of the Florida Black Bear Scenic Byway by ensuring that the Action Plan is executed, and corridor activities are monitored and implemented, in accordance with the Corridor Management Plan (hereinafter Plan).

These revised Bylaws, entered into this 10th day of April, 2008, by the Members of the Florida Black Bear Scenic Byway CME, constitute the rules and procedures approved for the guidance of the CME in the regulation and management of its affairs.

ARTICLE I – ORGANIZATION
A.  Name.  The name of the organization shall be “The Florida Black Bear Scenic Byway CME.”  The CME, by a two-thirds majority vote of the membership, may change its name at any time.

B.  Geographic Responsibility.  The designated corridor of the Florida Black Bear Scenic Byway in Lake, Marion, Putnam and Volusia Counties is approximately 115 miles long.  An attached map details the route and limits of the corridor.

ARTICLE II – POWERS
The primary purpose of the organization is to serve as the caretaker of the Florida Black Bear Scenic Byway and to preserve, protect, enhance, and expand the intrinsic resources found along the Byway by monitoring, implementing, and updating plans, strategies, and programs included in the Corridor Management Plan.  The organization shall have all powers as are now, or may hereafter be, granted by law.

ARTICLE III – MEMBERSHIP
A.  Definition.  It is desired that the CME represent a broad cross section of interested residents, organizations, and businesses, as well as local, regional, and national governmental entities, within the area affected by the Scenic Byway.  The CME shall be composed of the designated representatives of any municipality, governmental agency, group, business, citizen or citizen organization willing to enter into a partnership or agreement with the CME.  Each Member entity shall be entitled to one vote, and shall inform the CME Secretary in writing of the name of the representative, and/or alternate representatives, authorized to cast its vote in CME meetings. The CME will continue to fulfill its role as caretaker of the Florida Black Bear Scenic Byway until such time as it is determined by its Members, in consultation with the Florida Department of Transportation, that its services are no longer required.

B.  Role of Members. Each Member shall provide assistance and/or advice to the CME in such areas as data collection, research, historic preservation, planning, engineering, architecture, economics, marketing, public relations, communications, community organizing, fundraising, environmental management, etc. as appropriate to the Member’s interests and purposes.

C.  Term. Membership in the CME shall begin when the municipality, agency, business, or citizen organization enters into the CME Agreement.  Any Member may voluntarily terminate its participation in the CME upon thirty (30) days written notice.

D.  Quorum.  The presence of one-third of CME Members at any properly noticed meeting shall constitute a quorum to transact business.  The act of a majority of Members present at a meeting when a quorum is present shall be the act of the CME.

E.  Voting.  Public or formal resolutions, actions, activities, and financial investments of the CME shall be decided by a simple majority vote of the Member representatives at any meeting duly called and convened at which a quorum is present.  Each Member shall be entitled to one (1) vote on each item of business.  In the event that no representative of a Member can attend a scheduled meeting of the CME, the Member shall have the right to submit a written statement of position on a specific issue or proposal announced for consideration at the meeting, which shall be accepted by the Secretary as the vote of the Member entity.  Proxy votes will not be accepted.

F.  Conflict of Interest. In order to assure the fairness and reasonableness of all contracts and transactions of the organization, no Member shall vote on any contract or other business transaction in which the Member, or any employee or family member of an employee, has a direct financial interest in the outcome.  In the event that such a conflict of interest is known to exist, the Member’s representative shall abstain from voting and such abstention shall be noted in the minutes with an identification of the member’s conflict.

G.  Termination of Membership.  Membership in the Florida Black Bear Scenic Byway CME will terminate in the following circumstances:

1.  For cause in the case of any action inconsistent with membership or any conduct in violation of the conflict of interest provision.  In such a case, the Member entity may be removed by a simple majority vote of CME representatives present in person at any regular or special meeting called for that purpose, at which a quorum is present, whenever in the membership’s judgment the best interest of the Florida Black Bear Scenic Byway thereby would be served.  Any such Member proposed to be removed shall be entitled to appear before and be heard at such meeting, at which time the Member may present such witnesses and make such defenses as it may deem advisable.

2.  For voluntary or involuntary dissolution of the Member business, corporation, partnership, agency, organization, or other entity.

3.  For failure to send a representative or an alternate to three (3) consecutive properly noticed meetings of the CME without prior indication of inability to attend, except in cases of illness, incapacity, or other special circumstances.  In such cases, this action may be waived by an affirmative vote of two-thirds of the Members represented at any regular meeting or special meeting called for that purpose.

H.  Friends of Florida Black Bear Scenic Byway  An auxiliary organization to the CME will be formed called Friends of the Florida Black Bear Scenic Byway, hereinafter referred to as Friends of the FLBBB. The purpose of this organization will be to offer Corridor stakeholders the opportunity to support the CME financially or by participating in its activities, but who do not wish to commit to attending CME meetings or assuming administrative responsibility.

Friends membership fees would be tax-deductible as permitted by law.

Friends will receive the following benefits, among others:
Acknowledgement in FLBBB documents and website
A “Friend of FLBBB” window decal
Notification of CME meetings and activities
Opportunity to change to a CME member (see C above)

Friends will not enjoy CME voting privileges, nor will they be eligible to become CME officers.

ARTICLE IV – OFFICERS
The Officers of the Florida Black Bear Scenic Byway CME are responsible for maintaining the daily operations of the organization and representing the Scenic Byway to the public.  At a minimum, Officers shall include Chairman, Vice Chairman, Secretary, and Treasurer.

A.  Chairman.  The Chairman shall convene regularly scheduled meetings, and shall preside or arrange for other officers to preside at each meeting in the following order:  Vice Chairman, Secretary, and Treasurer.  The Chairman has and shall exercise general charge and supervision of the affairs of the organization and shall perform such other duties as may be assigned to him/her by a majority vote of the membership.

B.  Vice Chairman.  At the request of the Chairman, or in the Chairman’s absence or disability, the Vice Chairman shall perform the duties and possess and exercise the powers of the Chairman; and to the extent authorized by law, the Vice Chairman shall have such other powers as may be assigned to him/her by a majority vote of the membership.

C.  Secretary.  The Secretary shall have general charge and supervision of the correspondence of the organization to include notification of meetings and distribution of copies of minutes and agendas.  The Secretary shall sign such papers pertaining to the organization that he/she may be authorized or directed to sign by the membership.  The Secretary shall keep the seal, or logo, of the organization and affix it to all papers requiring a seal or logo.  The Secretary shall make all reports required of him/her by the membership and shall keep a complete record of all meetings of the organization and maintain complete documentation of the year’s activities in written and/or pictorial form.  This information shall be included in a scrapbook at the end of each year.

D.  Treasurer.  The Treasurer shall have custody of all funds, property, and securities of the Florida Black Bear Scenic Byway CME.  When necessary or proper, he/she may endorse for collection, on behalf of the Florida Black Bear Scenic Byway CME, checks, notes, and other obligations and shall deposit the same to the credit of the Florida Black Bear Scenic Byway at such bank or banks or depository as the membership may designate.  The Treasurer shall sign all receipts and vouchers and, together with one other officer, shall sign all checks of the Florida Black Bear Scenic Byway as well as bills of exchange and promissory notes issued by the Florida Black Bear Scenic Byway, except in cases where the signing and execution thereof shall be expressly designated by the membership or by these bylaws to some other officer, employee, or agent of the Florida Black Bear Scenic Byway.  The Treasurer shall make such payments as shall be necessary or proper to be made on behalf of the Florida Black Bear Scenic Byway.  He/she shall enter transactions regularly on the books of the Florida Black Bear Scenic Byway to be kept by him/her, for or on account of the Florida Black Bear Scenic Byway, and shall exhibit such books at all reasonable times to any officer.  All duties incident to the office of the Treasurer shall be subject to the control of the membership.

E.  Other Officers.  The CME may elect other officers as deemed necessary by the membership.

F.  Executive Committee.  An Executive Committee, comprising the elected officers of the CME (Chairman, Vice Chairman, Secretary, and Treasurer) plus a maximum of three others who may be elected by the membership, shall be authorized to act on behalf of the CME, if necessary, between meetings of the membership or on any issue requiring urgent decision or action.  Actions may be taken by the Executive Committee with the approval of a simple majority of Executive Committee members.

G.  Elections of Officers.  Officers shall hold office from the date of their election for the next two years until the next-plus-one Annual Meeting, or until their successors are elected and qualified.  Election of Officers will occur as the first item of business at the Annual Meeting of the CME membership.  Officers shall be elected by a simple majority vote of the current CME Members.

H.  Terms.  Officers shall be elected to hold office for a term of two (2) years, but are eligible for re-election.

I.  Compensation.  No Officer shall receive compensation other than reimbursement of CME-related expenses incurred.

J.  Transfer of Authority.  In case of the absence of any Officer of the Florida Black Bear Scenic Byway, or for any other reason that the membership deems sufficient, the membership may transfer the powers and duties of that Officer to any other Officer, provided a majority of the membership concurs.

K.  Vacancies.  Any vacancy occurring in an Officer position between Annual Meetings shall be filled by a vote of the majority of the CME Members.  Vacancies shall be filled only for the remainder of the term of the Officer being replaced.

L.  Removal from Office.  Any Officer may be removed from office as a result of failure to fulfill the duties of said office or for conduct detrimental to the best interest of the organization.  Said removal will result following a vote by 2/3 of the board of directors or by 2/3 of the active membership.

M.  Indemnification of Officers.  The Florida Black Bear Scenic Byway Corridor Management Entity shall indemnify and hold harmless its Officers from all actions, claims, and causes of action arising out of any act or omission to act by any Officer during the term of said Officer’s office.

N.  Meetings:
1)     Annual Meeting.  The Florida Black Bear Scenic Byway CME shall hold an Annual Meeting in the fourth quarter of each year, at which time Officers will be elected and a budget for the succeeding year will be considered by the membership.  The Officers shall select, and announce to the membership, the specific date, time, and place for such an Annual Meeting at least thirty (30) days in advance.  Failure to hold the Annual Meeting at the designated time shall not cause a forfeiture or dissolution of the organization, provided that an alternative date and time is specified to the membership.

2)     Regular and Special Meetings.  Regular meetings of the CME shall be held no less than quarterly for a total of four (4) times annually.  The dates and times of regular meetings shall be determined by the Officers.  Special meetings to address urgent issues may be scheduled at any time at the discretion of the Officers or Executive Committee.

3)     Notice of Meetings.  Notice of regular meetings shall be given by mail or electronic mail to each Member at least seven (7) days before the date designated for meeting or, in the case of special meetings, no less than twenty-four (24) hours before the meeting.  The notice shall specify the time, place, and agenda for all such meetings.  Public notices, including the time, date, location, and general purpose of all meetings shall be posted at one or more public places.  Such places may include public libraries, city/county offices, public bulletin boards, and the prospective site of meetings.  If possible, notices shall also be published in local newspapers.  For the purposes of this section, any gathering—in person, by telephone, or by computer (e-mail), whether formal or informal, of two or more CME members with the goal of making decisions about the Scenic Byway corridor—shall be considered subject to Florida’s Sunshine Law.

4)     Public Access.  All CME meetings and activities shall be open to the public in keeping with Florida’s Sunshine Law.  Individuals who are not representatives of CME Member entities will be free to ask questions and share in discussion at CME meetings, at the discretion of the Chairman or other presiding Officer, but are not eligible to vote on issues under consideration by the CME.  Minutes of CME meetings shall be taken by the Secretary and made available for public inspection at the next meeting and posted on a publicly accessible website.  The Secretary shall also ensure that public records (including CME documents, papers, letters, maps, tapes, photographs, films, sound recordings, e-mail, data processing software, and other official materials) are available for public viewing on request.

ARTICLE V – COMMITTEES
The CME may create and dissolve committees as needed for the responsible conduct of its work.

ARTICLE VI – FINANCIAL OBLIGATIONS
A.  Indebtedness.  The CME shall not incur any indebtedness on the part of the Florida Black Bear Scenic Byway in excess of the money in the hands of the Treasurer, unless such indebtedness shall be first authorized by a two-thirds majority vote at a duly announced membership meeting.

B.  Negotiable Instruments, Deeds, and Contracts.  Unless otherwise directed by the membership, or unless required by law, all checks, drafts, notes, bonds, bills of exchange, and orders for the payments of money on behalf of the Florida Black Bear Scenic Byway and all deeds, mortgages, and other written contracts and agreements to which the Florida Black Bear Scenic Byway shall be a party, shall be signed by the Treasurer together with one other Officer.

C.  Disposition of Assets of the Florida Black Bear Scenic Byway.  Upon the dissolution of the Florida Black Bear Scenic Byway for any reason, assets shall be distributed to a compatible not-for-profit entity for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, for the preservation and beautification of the Florida Black Bear Scenic Byway or of the  intrinsic resources found along the Florida Black Bear Scenic Byway and identified in the Corridor Management Plan.

D.  Limits of Financial Obligations.  No part of the net earnings of the Florida Black Bear Scenic Byway shall be distributable to the Members or Officers, except that the Florida Black Bear Scenic Byway shall be authorized and empowered to pay reasonable compensation for services rendered and reimbursement for CME-related expenses incurred.

ARTICLE VII – FISCAL YEAR
The fiscal year of the Florida Black Bear Scenic Byway CME shall be the calendar year.

ARTICLE VIII – NON-DISCRIMINATION
In all matters pertaining to the operation of the Florida Black Bear Scenic Byway, including the election and appointment of CME Officers, the provision of services to eligible groups, and the conduct of Florida Black Bear Scenic Byway business, the Florida Black Bear Scenic Byway and its CME Officers and Members shall not discriminate against any person on account of age, race, gender, religion, national origin, or physical or mental impairment.

ARTICLE IX – RULES OF ORDER
The current edition of “Robert’s Rules of Order” shall be the parliamentary authority for all meetings and matters of procedure specifically covered by these Bylaws.

ARTICLE X –AMENDMENTS TO BYLAWS
The Members of the Florida Black Bear Scenic Byway CME may amend, revise, alter, or rescind these Bylaws, from time to time, in whole or in part, by a simple majority vote of the representatives of Members of the Florida Black Bear Scenic Byway CME present at any meeting duly called and convened at which a quorum is present, provided that reasonable advance notice thereof shall have been given in writing or by electronic means to each Member.

We, the undersigned, hereby certify that the foregoing revision of the Bylaws was adopted by the Members of the Florida Black Bear Scenic Byway CME at a meeting duly announced and held on the eight day of January, 2009.

By:
__Anthony  Ehrlich_______________________________________________
Chairman

Attest:
_________________________________________________________
Secretary
Appendix 1:  Bylaws for Operation as 501(c)3

(a)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall be operated exclusively for, and shall only have the power to perform, activities exclusively within the meaning, requirements and effect of Section 501(c)3 of the Internal Revenue Code of 1954, as amended heretofore or hereafter.  The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL is formed to operate exclusively for such charitable, educational, and promotion of social welfare purposes as will qualify it as an exempt organization under Section 501(c)(3) and of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(b)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not engage in any act of self-dealing as defined in Section 4941(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(c)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall distribute its income for each taxable year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(d)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not retain any excess business holdings as defined in Section 4943(c) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(e)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not make any investments, in such manner as to subject it to tax under Section 4944 of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(f)               The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not make any taxable expenditures as defined in section 4945(d) of the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(g)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not engage in any prohibited transaction as defined by the Internal Revenue Code of 1954, or corresponding provisions of any subsequent Federal tax laws.

(h)             The FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall not participate or intervene (by publication or distribution of any statement or otherwise) in any political campaign on behalf of any candidate for public office.

Appendix 2: (for consideration)
BOARD OF DIRECTORS
The business, property, and affairs of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall be managed by the Officers and the Board of Directors of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL. The Officers and the Board of Directors shall comprise the Corridor Management Entity for the Green Mountain Scenic Byway.

Annual Meeting. The annual meeting of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall be held in January of each year. The Board of Directors shall select a date and hour of the day for such annual meeting. Failure to hold the annual FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL meeting at the designated time shall not cause a forfeiture or dissolution of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL. At each annual meeting, the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL membership shall elect new members to the Board of Directors. All candidates for a Director position must have been a member of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL for at least 6 months. The voting membership shall consist of people who are current members in good standing.

Number and Term. The affairs of this FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL shall be managed and its powers exercised by a Board of Directors composed of at least five (5) members. Members of the initial Board of Directors shall hold office until the first annual meeting of Directors and until their successors shall have been elected and qualified. Directors shall hold office for a term of three (3) years, two (2) years, or one (1) year, as determined by the Board of Directors through an initial drawing of lots. Thereafter Directors shall serve three (3) year terms. The organizational meeting of the Board of Directors shall be held in January after the Annual Meeting.

Vacancies. Any vacancy occurring in the Board of Directors (whether occasioned by an increase in the number of Directors or otherwise) may be filled by the majority affirmative vote of the remaining Directors. A Director elected to fill a vacancy shall be elected to serve the balance of that vacated term.

Other Directors’ Meetings. The president may call special meetings of the Board of Directors or upon the written request of a simple majority of the Directors a special meeting of the Board of Directors may be called.

Notice of Meetings. Notice of all meetings of the Board of Directors shall be given by regular mail or electronic communication to each Director at least seven (7) days before the date therein designated for such meeting. The notice shall specify the time, place and agenda for such meeting.

Public Access. All meetings of the Board of Directors shall be open to the public and the membership. Notice of the meeting shall be furnished to the local news media.

Quorum. The presence of a simple majority of Directors shall be necessary at any meeting of the Board to constitute a quorum to transact business. The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board of Directors. In cases where a decision is urgently necessary, the Board of Directors or the Executive Committee may vote by telephone.

Voting. At all meetings or acts of the Board of Directors, each Director is to have one (1) vote on each item of business. Unless otherwise provided in FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL by-laws, or by resolution of the Board, all elections shall be had and all questions presented by a majority vote of the Directors present.  Proxy votes will not be accepted.

Power to Elect Officers. The Board of Directors, at its annual meeting, shall elect a President, Vice President, Secretary, and Treasurer. The Board of Directors shall have the power to appoint such other officers as the Board may deem necessary for the transaction of the business of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL. The Board shall have the power to fill any vacancy in any office occurring for any reason whatsoever.

Power to Appoint Executive Committee. The Board of Directors shall have the power, if deemed necessary, to appoint an Executive Committee composed of all officers and two (2) additional directors, one being the immediate past president, if completing an unexpired term, at the annual meeting of the Board of Directors, who shall have and exercise the authority of the Board of Directors in the management of the business of the FLORIDA BLACK BEAR SCENIC BYWAY CORRIDOR MANAGEMENT COUNCIL between meetings of the Board.