Article I – General 

1. Name. The name of this organization is the Sustainable Events Network, Florida & Caribbean,  hereinafter called “SENFC”.  

2. Territory and Location. SENFC will operate and serve members within the state of Florida, USA and  the island nations of the Caribbean, hereafter called “Territory”, and its Principal Office will be  located in such place as determined by its Board of Directors. 

3. Mission. SENFC is organized for educational purposes with a mission to lead the meetings and  events industry in Florida and the Caribbean in the advancement of sustainable practices through  local educational, experiential and networking opportunities. 

4. Restrictions. All policies and activities of SENFC are consistent with: 

a) No part of the net earnings of SENFC shall inure to the benefit of or be distributable to its  Members, Directors, Officers, staff or other private persons, except that the organization shall  be authorized and empowered to pay reasonable compensation for services rendered and to  make payments and distributions in furtherance of the purposes set forth in the Mission hereof. 

b) No substantial part of the activities of SENFC shall be the carrying on of propaganda or  otherwise attempting to influence legislation, and SENFC shall not participate or intervene in  (including the publishing or distribution of statements) any political campaign on behalf of any  candidate for public office 

c) Notwithstanding any other provision of these Bylaws, SENFC shall not carry on any activities not  permitted to be carried on  

i. by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal  Revenue Code or a corresponding section of any future Federal tax code; or  

ii. by an organization, contributions to which are deductible under section 170(c)(2) of the  Internal Revenue Code, or a corresponding section of any future Federal tax code.  

iii. by an organization contrary to applicable federal, state and local antitrust, trade regulation  or other legal requirements; and applicable to tax-exemption requirements imposed by the  government in which its Principal Office is located, including the requirements that SENFC  not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.

5. Assets of SENFC and Dissolution. No member of SENFC has any right, title, or interest in or to  SENFC’s assets. Should the Chapter liquidate, dissolve or terminate in any way, all assets remaining  after paying the Chapter’s debts and obligations shall be distributed for one or more exempt  purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding  section of any future federal tax code, or shall be distributed to the federal government, or to a  state or local government. In no event may any assets inure to the benefit of or be distributed to  any member, Director, Officer, or employee of SENFC. 

6. Bylaws Review. The Board of Directors shall review the Bylaws of SENFC annually. Any required or  suggested changes will be enacted and implemented by the Board of Directors within their fiscal  year. 

Article II – Membership 

1. Membership Eligibility. Membership in SENFC shall be unlimited and open to all individuals and  entities interested in the promotion and execution of sustainability in meetings and events without  regard to any classification other than those described in these Bylaws.  

2. Non-discrimination Policy. Membership in SENFC shall be open to all individuals without regard to  race, ethnicity, national origin, religion, gender, sexual orientation, disability or age. All activities of  SENFC shall be conducted in accordance with the principles of nondiscrimination and mutual  respect. Further, SENFC will not condone or endorse any conduct that is not in accord with these  principles. 

3. Membership Categories. There are two classifications of members:  

a) Individual Member – an individual who has paid SENFC dues and is in good standing with the  organization. 

b) Corporate Member – a corporate or association entity, which has paid the corporate SENFC dues and is in good standing in the organization as well as the legal jurisdiction in which it is  established. 

4. 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. 

5. Expulsion. A member is automatically expelled without action of the Board of Directors for failure  to pay applicable dues for more than 30 days, or failure to meet the eligibility requirements for  membership. The Board of Directors for other reasons may expel a member if the member is  provided with advance written notice including the reason for the proposed expulsion, an  opportunity to contest the proposed expulsion in writing or in person before the Board of Directors,  and final written notice of the Board’s decision.

Article III – Membership Meetings and Voting 

1. Membership Meetings. Meetings of the membership are held at least one (1) time per year, at  times and places determined by the Board of Directors. 

2. Notice. Notice of membership meetings is provided to voting members at least 10 days before the  meetings by post, e-mail, or any other electronic means. 

3. Voting. Whenever the members must vote on a matter under these Bylaws or otherwise, this  section will apply. Voting at membership meetings may be in person or by proxy with each voting  member having a single vote. 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 post, e-mail, or any other electronic means. A quorum for membership  voting is 10 percent of the voting members. 

Article IV – Officers 

1. Officers. Officers of SENFC shall be a President, Vice President, Secretary, Treasurer, and any other  Officers as determined by the Board of Directors. The Board of Directors shall define the roles and  obligations of each Officer within the scope of Article 4, Section 3 of these Bylaws. 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).  

2. Composition and Election. Officers of SENFC must be at least 21 years of age and members in good  standing. Officers are elected for the following fiscal year by a majority of the existing Board of  Directors voting where a quorum is present; an election with the proposed slate of officers for the  following year must be presented to the Board of Directors no less than 60 days before the end of  the fiscal year. 

The nominating committee shall consist of the Immediate Past President as chairperson and the 2  most recent Past Presidents or individuals selected by the Board in the event 2 Past Presidents are  not available. 

3. Powers and Duties of the Officers. 

a) The President shall be the chief executive officer of SENFC and, subject to the direction of the  Board of Directors, shall have supervision over the affairs and daily operations of SENFC. He or  she shall have authority to execute all authorized deeds, mortgages, contracts and other  obligations in the name of SENFC. He or she shall also prepare or cause to be prepared the annual administrative budget of SENFC, initiate a Bylaws review and execute and implement any  changes approved by the Board of Directors, and shall have other authority and perform such  other duties as may be determined by the Board of Directors. 

b) The Vice-President shall, in the absence or disability of the President, perform the duties and  exercise the powers of the President, and shall perform other such duties reasonably imposed by the Board of Directors. 

c) The Secretary shall be the custodian of all papers, books and records of the Corporation, other  than books of account and financial records. The Secretary shall prepare and distribute the  minutes of all meetings of the Board of Directors. The Secretary shall authenticate records of  SENFC as necessary, including the filing of all government reports. The Secretary shall perform the duties usual to such position and such other duties as the Board of Directors or President  may prescribe.

d) The Treasurer shall prepare and maintain correct and complete records of account showing  accurately the financial condition of SENFC. All notes, securities and other assets coming into the possession of SENFC shall be received, accounted for, and placed in safekeeping as the Treasurer may from time to time prescribe. The Treasurer shall furnish, whenever requested by the Board of Directors or the President, a statement of the financial condition of the Corporation, secure an annual independent audit if deemed necessary, and shall perform the duties usual to such position and such other duties as the Board of Directors or President may prescribe. 

4. Terms. Officer terms shall be one year in duration. An Officer may serve successive year terms at  the discretion of the board. Terms coincide with the fiscal year. 

The Immediate Past President shall serve on the Board in a voting seat following the term as  President, until there is a new Past President. 

5. Vacancies. The Board of Directors shall fill vacancies among the Officers, for the balance of the term  of office. 

6. Additions. The Board of Directors may add additional Board Members for the balance of the  existing fiscal year as deemed essential. 

7. 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. The Officer proposed to be removed must be 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. 

8. Compensation. Officers do not receive compensation for their services but may be reimbursed for  expenses, which must be pre-approved in writing by the President and at least one Officer of SENFC. 

9. Conflicts of Interest and Code of Conduct. SENFC Officers shall sign a statement acknowledging that  they have been furnished with a copy of the SENFC Conflicts of Interest Policy and the Code of  Conduct Policy, that they have read and understand said Policies, and that they agree to abide by  and be bound by their terms.  

The purpose of SENFC’s Conflicts of Interest Policy is to protect SENFC interests when it is  contemplating entering into a transaction or arrangement that might benefit the private interest of  an Officer. SENFC Officers, Board of Directors and Branch leadership have a fiduciary duty to SENFC  and they shall at all times act in a manner consistent with that fiduciary obligation notwithstanding  the requirements of this Policy. 

Article V – Board of Directors 

1. Directors. The affairs of SENFC are managed by its Board of Directors, consisting of six to fifteen  members. It is the Board of Directors’ duty to carry out the objectives and purposes of SENFC, and  to this end the Board of Directors may exercise all powers of SENFC. The Board of Directors is  subject to the restrictions and obligations set forth in these Bylaws. 

2. Composition and Election. The Board of Directors is composed of the elected Officers of the  Chapter and any additional Directors elected by the existing Board of Directors. Directors must be  at least 21 years of age and members in good standing of SENFC. Directors are elected for the  following fiscal year by a majority of the existing Board of Directors voting where a quorum is  present; an election with the proposed slate of officers for the following year must be presented to  the Board of Directors no less than 60 days before the end of the fiscal year.  

The nominating committee shall consist of the Immediate Past President as chairperson and the 2  most recent Past Presidents or individuals selected by the Board in the event 2 Past Presidents are  not available. 

3. Terms. Director terms shall be one year in duration. Directors may serve successive terms. Terms  coincide with the fiscal year. 

4. Vacancies. The Board of Directors fills vacancies among Directors, for the balance of the term.  

5. Additions. The Board of Directors may add additional Board Members for the balance of the  existing fiscal year as deemed essential. 

6. Meetings and Voting. Whenever the Directors must vote on a matter under these Bylaws or  otherwise, this section will apply.  

a) Meetings of the Board of Directors are called by the President or by at least one-third of the  Board of Directors. Meetings may be held telephonically or electronically as long as each Director can hear the others.  

b) A majority of Directors forms a quorum; a majority of votes is required to carry a matter where  a quorum is present. Proxy voting by Directors is not permitted.  

c) Directors may vote without a meeting on any matter where a quorum participates and the votes  are submitted in writing by postal or other delivery, e-mail, or any other electronic means. An  action taken by such a vote is memorialized by a written consent, which is signed by all Directors who voted in support of the action, and describes the action taken and authorized. 

7. 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. The Director proposed to be removed must be 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. 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 SENFC  automatically results in that person’s removal or resignation as an Officer.

8. Absences. Any elected Officer or Director who has been absent from three (3) consecutive regular  meetings of the Board (meetings refer to any of the following: conference call meetings, web based  meetings or in person), without just cause within each year, as determined by the Board shall  automatically vacate the seat on the Board and the vacancy shall be filled as provided by these  Bylaws. However, the Board shall consider each absence of an elected Officer or Director as  separate circumstance and may expressly excuse such absence by a two thirds (2/3) vote of the  members present at that meeting. 

9. Compensation. Directors do not receive compensation for their services but may be reimbursed for  expenses, which must be pre-approved in writing by the President and at least one Officer of SENFC. 

10. Conflicts of Interest and Code of Conduct. Members of the Board of Directors shall sign a statement  acknowledging that they have been furnished with a copy of the SENFC Conflicts of Interest Policy  and the Code of Conduct Policy, that they have read and understand said Policies, and that they  agree to abide by and be bound by their terms. 

The purpose of SENFC’s Conflicts of Interest Policy is to protect SENFC interests when it is  contemplating entering into a transaction or arrangement that might benefit the private interest of  a Member of the Board of Directors. Members of the SENFC Board of Directors have a fiduciary  duty to SENFC and they shall at all times act in a manner consistent with that fiduciary obligation  notwithstanding the requirements of this Policy.  

Article VI – Committees 

The Board of Directors may establish various Committees to be known as “Enthusiasts” to carry on the  affairs of SENFC. The creation of Committees shall be approved by a majority of the Directors voting  where a quorum is present. The Board of Directors shall determine the composition of each  Committee and manner of election of its members. The rules in these Bylaws governing the Board  of Directors also apply to Committees of the Board of Directors.  

Article VII - Branches

1. Branch Structure. SENFC shall be organized around a Branch structure. The Board of Directors may,  at its sole discretion, determine the geographical boundaries and names of Branches, and may add  or dissolve Branches within SENFC’s geographic domain as defined in Article I, Section 2.  

When the SENFC Board of Directors adds a Branch, said group is brought into the Branch structure  in a provisional capacity, alluding to an unspecified term, solely determined by the Board of  Directors, when a new Branch continues steady and sure progression toward full Branch status  under careful coaching by select Members of SENFC. During its time as a provisional Branch, said  Branch is not officially represented with a seat on the Board of Directors, but is accounted for in  budgeting matters by the Chapter. For purposes of public description and referral, a Chapter's  provisional Branch is recognized by the term “Branch”.  

The Branches operate under the auspices of and at the general direction of the SENFC Board of  Directors, which shall have general charge and direction of the affairs and business of the Branches. 

2. Branch Governing Structure. A duly elected Branch Executive Committee, which shall consist of the  following Officers, shall oversee each Branch’s activities: Chair, Vice-Chair, Secretary, Treasurer, and  the Immediate Past Chair. The remaining composition of the Branch Governing Council shall consist  of the duly appointed Branch's Enthusiasts’ Committees. A Branch Officer's term is one full year. No  one shall serve more than five successive elected terms as an Officer of a Branch, regardless of the  position.  

Branch Members elect Branch Officers, outcomes determined by a majority of those Members  voting. Elections will be conducted through electronic means, including, but not limited to,  Internet-based voting. Proxy voting will be permitted when properly executed by the Member and  filed in accordance with guidelines governing proxy voting as adopted from time to time by the  Board of Directors. Only SENFC Members in good standing whose memberships are based within  the territory of the respective Branch may cast a single vote for each vacant position. Branch  Officers, in turn, appoint Committee Chairs. The tenure of a Committee Chair shall not exceed two  full years, and all committee Chairs serve at the discretion of the Chair of the Branch, with the  approval of the SENFC Board of Directors.  

Each Branch shall have one appointed position on the Board of Directors of SENFC - the Chair -- with  the exception of Branches under provisional status, which shall not be represented on the Board of  Directors unless elected via other avenues.  

3. Conflicts of Interest and Code of Conduct. Members of the Branch Governing Council shall sign a  statement acknowledging that they have been furnished with a copy of the SENFC Conflicts of  Interest Policy and the Code of Conduct Policy, that they have read and understand said Policies,  and that they agree to abide by and be bound by their terms.  

The purpose of SENFC’s Conflicts of Interest Policy is to protect SENFC interests when it is  contemplating entering into a transaction or arrangement that might benefit the private interest of  a Member of the Branch Governing Council or the Board of Directors. Members of the Branch  Governing Council and SENFC Board of Directors have a fiduciary duty to SENFC and they shall at all  times act in a manner consistent with that fiduciary obligation notwithstanding the requirements of  this Policy.  

4. Removal. A Branch Chair may be removed by (a) two-thirds of that Branch’s members voting where  a quorum is present, or (b) three-quarters of the full SENFC Board of Directors, with the Branch  Chair proposed to be removed not voting. The Branch Chair proposed to be removed must be  provided with advance written notice including the reason for the proposed removal; the Branch  Chair must have an opportunity to contest the proposed removal in writing or in person, and final  written notice of the removal decision. A Branch Chair may resign at any time by providing written  notice to the Board of Directors. Any removal or resignation of a person as a Branch Chair, where  such person is also an Officer or Director of SENFC automatically results in that person’s removal or  resignation as an Officer or Director of SENFC.

Article VIII – Miscellaneous

1. Books and Records. SENFC must keep books and records of its financial accounts, meeting minutes,  and membership list (with names and addresses) electronically by the president and secretary. The  Chapter will make those books and records available to the membership at any time.  

2. Fiscal Year. The fiscal year of the Chapter is the July 1^st through June 30^th. 

3. Annual Report to the Membership. The Chapter will submit an Annual Report to the membership  by September 1st of each year, which includes a statement of funds and any other document or  report required by law and common accounting practices.  

4. Contracts. The Board of Directors may authorize any Director, Officer, agent or employee, to enter  into or execute any contract on behalf of SENFC. However, without such authorization, no person  has the power or authority to bind SENFC under any contract or agreement, to pledge the SENFC’s  credit, or to render SENFC liable for any purpose or amount. 

5. Conflict-of-Interest Policy. The Board of Directors shall adopt a conflict-of-interest policy and  annual disclosure process that applies to all SENFC Officers, Directors and the Branch Governing  Councils. 

6. Amendments. Amendments to these Bylaws are made by (a) a majority of the members voting  where a quorum is present, or (b) three-quarters of the full Board of Directors. 

* * * * * 

Revised and approved by the SENFC Board of Directors – September 16, 2020