Bylaws of the
Florida Messenger Association, Inc.
Article I – General
- Name: The name of this Corporation is the Florida Messenger Association, Inc. The term “Association” may be used interchangeably with “Corporation” within these bylaws; notwithstanding the term “Association” shall be deemed to mean “Corporation” for all purposes.
- Offices: The principal office of the Corporation in the State of Florida shall be located in the city of Miami, county of Dade. The Corporation may have such other offices, either within or without the State of incorporation as the board of directors may designate or as the business of the Corporation may from time to time require.
- Mission: To improve and advance the common business interests of messengers, couriers, and transportation services, and their companies in the State of Florida for the benefit of the public need for such services.
- To promote the provisions of effective, quality messenger, courier and transportation services.
- The development of a business league and trade Association of messenger, courier and transportation companies.
- To advance and improve business conditions in the messenger, courier and transportation industry.
- To serve as a liaison between the members and relevant government agencies.
Article II – Membership/Types and Qualifications
- Regular Membership:
- Membership in the Association is limited to companies in good standing of the Association who are in compliance with the Association’s rules and regulations and who have paid membership dues to the Association.
- The membership shall consist of interested companies whose principal business is in providing messenger, courier and transportation services.
- Membership in the Association is limited to companies with an active annual report filed with the state of Florida or similar report filed with their state of incorporation or province of incorporation.
- All memberships shall be held in the Association’s name.
- Membership shall be upon application and approval by the Board of Directors.
- Members shall be required to pay such dues periodically as determined by a vote of the Board of Directors.
- The Board of Directors may determine from time to time the manner accrediting representatives of a member firm.
- Voting: Regular membership voting privileges are limited to qualified active members who pay applicable dues established by the Board of Directors. Affiliate members shall not be entitled to vote or hold elected positions.
- Resignation: A member may resign by submitting a written resignation; resignation does not relieve a member from liability for the full annual dues or other obligations accrued and unpaid as of the date of resignation.
- Expulsion: Expulsion of a member shall occur upon the filing of a complaint pursuant to procedures adopted by the Board of Directors. Based upon such adopted procedures and pursuant to all information provided, the Board of Directors shall vote upon the removal of the accused member. The vote of the Board is final. Expulsion or suspension of membership by the Board of Directors shall automatically constitute expulsion or suspension of membership in the Association.
- Affiliate Membership:
- Shall be those businesses, other than messenger, courier, or transportation services who subscribe to and support the objectives and commitments of the Association and who provide a product or service to the industry. Affiliate members shall not be entitled to vote or hold elected office in the Association.
Article III – Membership Meetings and Voting
- Annual Meeting: The Annual meeting shall be held in the State of Florida in the 10th month of each year, at a date, time and place to be determined by the Officers. Only active members in good standing are eligible to vote.
- Notice of Annual Meeting:
- Notification of the Annual Meeting shall be sent to each member at least thirty (30) days before the meeting by mail, electronic mail, or by telephone to all members.
- The notice shall state the date, time, place, agenda of the meeting, and the slate of candidates for the Board of Directors recommended by the Nominating Committee.
- Special Meetings:
- Special membership meetings shall be held at the request of the Board of Directors or upon written request of twenty-five percent (25%) of the voting members.
- Notification of special meetings shall be sent by mail, electronic mail, or by telephone to all members at least fifteen (15) days before said meeting. No business shall be transacted at the special meeting except as stated in notification sent to members.
- Voting Procedures:
- Voting at membership meetings may be in person or by proxy with each voting member company having a single vote.
- Whenever the members must vote on a matter under these Bylaws or otherwise, this section will apply.
- A majority of the members voting in person or by proxy where a quorum is present carries an action.
- Members may vote without a meeting in elections or on any matter presented by the Board of Directors where a quorum participates and the votes are submitted in writing by postal or other delivery, facsimile, e-mail, or any other electronic means.
- A quorum for membership voting is a majority of the voting members.
Article IV – Officers
- Officers: Officers of the Corporation shall be a President, Vice President, Secretary, Treasurer, and any other Officers as determined by the Board of Directors. The President is the presiding officer of the Corporation and presides over all membership and board meetings, subject, however, to the regulations of the Board of Directors. The Board of Directors shall define the roles and obligations of each Officer. The offices of Secretary and Treasurer may be combined and held by the same person at the discretion of the Board of Directors. However, the office of President shall not be held by the same person who holds the office of Secretary or Treasurer (or both).
- Election and Term of Office: The officers of the Corporation to be appointed by the directors shall serve until replaced; provided that the president may be removed at any time, either with or without cause, by action of a majority of the voting directors.
- Composition and Election: Officers of the Corporation must be at least 21 years of age and members in good standing of the Association. Officers are elected by a majority of the board members voting where a quorum is present; the Board of Directors sets forth the procedures for how candidates are nominated and elected.
- Terms: Officer terms shall be either one or two years in duration, as determined by the Board of Directors in advance of such terms being served.
- Vacancies: Vacancies among the Officers are filled, for the balance of the term of office, by the Board of Directors.
- Removal or Resignation: An Officer may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors, with the Officer proposed to be removed not voting. If the Officer, proposed to be removed, is provided with advance written notice, including the reason for the proposed removal, the Officer must have an opportunity to contest the proposed removal in writing or in person, and be given final written notice of the removal decision. An Officer may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as an Officer automatically results in that person’s removal or resignation from the Board of Directors.
- Compensation: Officers do not receive compensation for their services but may be reimbursed for expenses.
Article V – Board of Directors
- Number, Tenure, Quorum, Qualifications, Manner of Acting:
- Directors: The business and affairs of the corporation shall be managed by its Board of Directors. The Florida Messenger Association Inc.’s Board of Directors is made up of its elected officers. The directors shall in all cases act as a board, and they may adopt such rules and regulations for the conduct of their meetings and the management of the corporation, as they may deem proper, not inconsistent with these By-Laws and the laws of this State.
- Number of Directors: The number of voting directors of the Corporation shall never be less than five (5).
- Term: Directors shall serve for a term of one year. Directors may serve successive terms.
- Quorum: At any meeting of the directors, a majority of the voting directors shall constitute a quorum for the transaction of business, but if less than said number is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.
- Manner of Acting: The act of the majority of the voting directors present at a meeting at which a quorum is present shall be the act of the directors.
- Presumption of Assent: A director of the Corporation who is present at a meeting of the directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof or shall forward such dissent by registered mail to the secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
- Resignations and Removals:
- Removal: A Director may be removed by (a) two-thirds of the members voting where a quorum is present, or (b) three-quarters of the full Board of Directors, with the Director proposed to be removed not voting. If the Director proposed to be removed is provided with advance written notice including the reason for the proposed removal, the Director must have an opportunity to contest the proposed removal in writing or in person, and final written notice of the removal decision.
- Resignation: A Director may resign at any time by providing written notice to the Board of Directors. Any removal or resignation of a person as a Director, where such person is also an Officer of the Association, automatically results in that person’s removal or resignation as an Officer.
- Vacancies: Vacancies among Directors are filled, for the balance of the term, by the Board of Directors.
- Compensation: Directors do not receive compensation for their services but may be reimbursed for expenses.
- Regular Board Meetings:
- Meetings and Voting: Whenever the Directors must vote on a matter under these Bylaws or otherwise, this section will apply.
- Regular Meetings: A meeting of the directors shall be held upon fifteen (15) days notice. At least one such meeting shall be held each year beginning with the year 2009, for the transaction of such business as may come before the meeting.
- Place of Meetings: The directors may designate any place, either within or without the State unless otherwise proscribed by statute, as the place of meeting for any meeting called by the directors. If no designation is made, the place of meeting shall be the principal office of the corporation.
- Notice of Regular Meetings: The directors may provide, by resolution, the time and place for the holding of meetings upon fifteen (15) days notice unless otherwise established by resolution.
- Special Meetings:
- a) Special Meetings: Special meetings of the directors may be called by or at the request of any two (2) directors. The person or persons authorized to call a special meeting of the directors may fix the place for holding such meeting called by them.
- Notice of Special Meeting: Notice of any special meeting shall be given at least ten (10) days prior thereto by written notice delivered personally, or by telegram, electronic mail, facsimile or mailed to each director postage prepaid, First Class, at his business address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed, with postage thereon prepaid. If notice is given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.
- Board Authority:
- Contracts: The directors may authorize any officer 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 such authority may be general or confined to specific instances.
- Loans: No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the directors. Such authority may be general or confined to specific instances.
- Checks, Drafts, etc.: All checks, drafts or other orders for the payment of money, notes or other evidences or indebtedness issued in the name of the Corporation, shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall from time to time be determined by resolution of the directors.
- 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 the directors may select.
Article VI – Committees
Committees: The Board of Directors may establish various committees to carry on the affairs of the Association. Each such committee shall serve at the pleasure of the board. The creation of a committee shall be approved by a majority of the Directors voting where a quorum is present. The composition of each committee and manner of election of its members shall be determined by the Board of Directors. The rules in these Bylaws governing the Board of Directors also apply to committees of the Board of Directors. A committee may be given the authority of the Board of Directors.
Article VII – Miscellaneous
- Books and Records: The Corporation must keep books and records of its financial accounts, meeting minutes, and membership list (with names and addresses) at its Principal Office. The Corporation will make those books and records available to the membership at any time.
- Fiscal Year: The fiscal year of the Corporation shall begin on the 1st day of January in each year.
- Conflict-of-Interest Policy: The Board of Directors shall adopt a conflict-of-interest policy and annual disclosure process that applies to all Officers and Directors of the Corporation.
- Amendments: These By-Laws may be altered, amended or repealed and new by-laws may be adopted by a vote of the directors at any annual director’ meeting or at any special directors’ meeting when the proposed amendment has been set out in the notice of such meeting.
- Assets of Corporation and Dissolution: The General Membership must vote with a 51% majority to dissolve the Florida Messenger Association. No member of the Corporation has any right, title, or interest in or to the Corporation’s assets. Should the Corporation liquidate, dissolve or terminate in any way, all assets remaining after paying the Corporation’s debts and obligations must be transferred from the Corporation’s bank account to the Corporation (as such assets are at all times the property of the Corporation). In no event may any assets inure to the benefit of or be distributed to any member, Director, Officer, or employee of the Corporation. At the point of dissolution, all remaining (monetary) assets will be donated to a not-for-profit organization. The method of selection of the not-for-profit organization will be as follows: The Board of Directors shall choose three (3) not-for-profit organizations to present to the general membership for a vote. The choice with the highest percentage vote will be selected as the final decision for donating all remaining (monetary) assets.
- Indemnification: Except in any action brought by or in the right of the Corporation, the Corporation shall, regardless of the adverse interests of any or all of the directors, indemnify, reimburse, or otherwise compensate, at the Corporation’s expense, any persons made a party, or who is threatened with to be made a party, to any threatened, pending or completed action, suit or proceeding. Such indemnification shall be afforded whether the proceedings involved are civil, criminal, administrative, or investigative. Such indemnification shall be provided by reason of the fact that subject person or a person whose legal representative or successor he is, is or was a director, officer or agent, staff member, appointee, or employee of the Corporation, or is or was serving at the request of the Corporation as a director, officer or agent of another organization, partnership, joint venture, trust or other enterprise. Indemnification shall include reimbursement of expenses, including attorney’s fees, and any judgment, money, decree, fine, penalty or settlement for which he may have become liable, actually or reasonably incurred by him in connection with the defense or reasonable settlement of any such action, suit or proceeding or any appeal therein. However, such indemnification shall only apply if such person has acted in good faith and in a manner that said person reasonably believed to be in or not opposed to the best interest of the Corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. Further, such indemnification shall not be provided in relation to matters as to which he is finally adjudged in any action, suit or proceeding, to be liable for gross negligence or misconduct in the performance of his duties to the Corporation.
- Parliamentary Procedure: Unless otherwise specifically provided in these By-Laws, Robert’s Rules of Order, as revised, shall be the standard authority for the conduct of all meetings.
- Budget: The president shall annually propose a budget covering the activities of the Corporation for the ensuing year.
- Waiver of Notice: Unless otherwise provided by law, whenever any notice is required to be given to any director of the Corporation under the provisions of these By-Laws or under the provisions of the articles of incorporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
- Corporate Seal: The directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, the state of incorporation, year of incorporation and the words, “Corporate.”
- Transferability: The Corporation and its assets shall be non-transferable.
January 3, 2012
Dear Fellow Courier Company Owner:
We would like to extend an invitation for you to join the Florida Messenger Association (FMA). In doing so, you will help further our mission of improving and advancing the common business interests of messengers, couriers, transportation services, and related companies throughout the state of Florida for the benefit of the public need for such services.
Although we are each leaders of Jacksonville-based companies – and compete for business on a daily basis – we recognize the benefit of joining together for the greater good of our industry. We are so committed to the health of our industry, as well as the benefits of the FMA for our companies, that we are all actively involved in the FMA.
The association provides information, education, vendor support, as well as government affairs activities. Most importantly, the FMA has been influential in the passage of several statutes which clarify the definition of an independent contractor for the purpose of workers compensation insurance, unemployment insurance, and most recently, for local business tax purposes.
Our winter meeting will be held on January 26th and 27th in Orlando. The meeting will have educational value for you; and your company will benefit from the information shared at our meeting. In addition, there are networking opportunities with fellow courier company owners throughout the state.
We strongly encourage you to join us for what is shaping up to be our best meeting to date. For more details, please go to floridamessenger.org. If you would like to speak to any one of us, please feel free to contact us directly.
Blue Streak Couriers
Specialty Freight and Courier