Central Florida Development Council Inc

“The executive committee shall be composed of the chair, vice chair, secretary/treasurer and immediate past chair. Subject to such limitations as shall be imposed by the board of directors, the executive committee shall have and exercise the authority of the board of directors in the management of the business of the corporation between meetings of the board. All members of the executive committee, including the chair, shall have the power to vote. The executive committee shall render a full report of its activities at each regular and special meeting of the board of directors.”

“The members of the corporation (a "member or "members") shall be those individuals or entities that have been accepted as members by the board of directors pursuant to the policies and procedures established by the board of directors and that have fulfilled all obligations required by and are in good standing with these bylaws and the policies and procedures of the corporation, as the same may change from time to time. Each member shall designate an authorized representative, who shall be an employee or owner of the member in the event of an entity member.”

“Member may invest in one of two member classifications that are determined by the member investment level as described below and that may change from time to time -a voting class member or a non-voting class member. Only voting class members shall be allowed to participate on the executive committee or board of directors. Non-voting class members shall have such rights and privileges as are specifically set forth in these bylaws, except they will not have the right to vote or to participate on the board of directors or on the executive committee.”

“Only voting class members shall be allowed to: - participate on the executive committee, board of directors or any other committee designated by the board of directors for the corporation. - approve or reject any substantive change recommended by the board of directors to the bylaws that directly impact the voting members powers. - approve or reject the annual slate of executive officers and directors presented to the governance committee. If the voting members reject any of the foregoing, the voting members shall be obligated to approve an alternative slate of executive officers and directors for the corporation.”

“The president/ceo and office manager will review the form 990 for accuracy before filing.”

“No voting class member shall vote in an official capacity upon any measure which would inure to his or her special private gain or loss; which he or she knows would inure to the special private gain or loss of any principal by whom he or she is retained or to the parent organization or subsidiary of a corporate principal by which he or she is retained; or which he or she knows would inure to the special private gain or loss of a relative or business associate of the member. The member shall, prior to the vote being taken, publicly state to the corporation the nature of the member's interest in the matter from which he or she is abstaining from voting and, within fifteen (15) days after the vote occurs, disclose the nature of his or her interest as a public record in a memorandum filed with the person responsible for recording the minutes of the meeting, who shall incorporate the memorandum in the minutes. Employees must avoid any relationship or activity that might impair, or even appear to impair, their ability to make objective and fair decisions when performing their jobs. At times, an employee may be faced with situations in which business actions taken on behalf of the cfoc may conflict with the employee's own personal interests. Company property, information or business opportunities may not be used for personal gain. Conflicts of interest could arise in the following circumstances: - being employed by, or acting as a consultant to, a competitor or potential competitor, supplier or contractor, regardless of the nature of the employment, while employed with the cfdc. - hiring or supervising family members or closely related persons. - serving as a board member for an outside commercial company or organization. - owning or having a substantial interest in a competitor, supplier or contractor accepting gifts, discounts, favors or services from a customer/potential customer, competitor or supplier, over $50 unless equally available to all company employees. Employees with a conflict-of-interest question should seek advice from the president before engaging in any activity, transaction or relationship that might give rise to a conflict of interest. Board members annually affirm the policy.”

“The executive committee shall serve as the compensation committee each fiscal year. The chair will serve as chair of the committee. The committee shall have the following responsibilities and shall make recommendations to the board of directors for approval regarding the following: - develop and maintain accurate and up-to-date job descriptions for the president and all other officers of the corporation; - conduct annual written job performance evaluations of the president and recommend bonus and other incentive compensation, as well as suggested revisions to the president's employment contract; and - propose an employment contract for the president, establishing performance objectives, base salary, bonus criteria and all other benefits.”

“The organization makes its governing documents, conflict of interest policy, and financial statements available to the public upon request.”