Bylaws & Governing Documents

Name, Principal Office & Purpose

Section 1.1 — Name

The name of this organization shall be the Greater Caribbean American Chamber of Commerce, hereinafter referred to as the "Chamber" or "GCACC." The Chamber is organized and shall operate as a Florida Not-for-Profit Corporation under Chapter 617 of the Florida Statutes.

Section 1.2 — Principal Office

The principal office of the Chamber shall be located in Broward County, Florida. The Board of Directors may, by resolution, change the principal office to any location within the tri-county area of Miami-Dade, Broward, and Palm Beach Counties.

Section 1.3 — Mission

The mission of the Greater Caribbean American Chamber of Commerce is to encourage, promote, and advance the economic, cultural, and general welfare of the Caribbean-American community in South Florida; to foster a thriving business environment; to advocate for policies that benefit Caribbean-American entrepreneurs and professionals; and to strengthen trade and cultural ties between South Florida and Caribbean island nations.

Section 1.4 — Non-Discrimination

The Chamber shall not discriminate in its membership, programs, or activities on the basis of race, color, national origin, sex, gender identity, sexual orientation, age, disability, religion, or any other characteristic protected by applicable federal, state, or local law.

Membership

Section 2.1 — Eligibility

Any individual, business, organization, or institution that supports the mission and purposes of the Chamber may apply for membership. Membership shall be open to Caribbean-American entrepreneurs, businesses, professionals, nonprofit organizations, educational institutions, and allied supporters without geographic restriction, with a focus on South Florida.

Section 2.2 — Classes of Membership

1. Individual Membership — Open to any individual 18 years of age or older who supports the Chamber's mission. Annual dues as set by the Board.
2. Business Membership — Open to any legally registered business entity. Annual dues as set by the Board, based on the size and type of the business.
3. Corporate Membership — Open to corporations, financial institutions, and large enterprises wishing to demonstrate commitment to Caribbean-American commerce. Annual dues as set by the Board.
4. Non-Profit/Organizational Membership — Open to registered non-profit organizations, civic clubs, and associations. Reduced dues schedule as approved by the Board.
5. Student/Young Professional Membership — Open to full-time students and professionals within 5 years of graduation under age 35. Reduced dues schedule.
6. Honorary Membership — Conferred by a two-thirds vote of the Board to individuals of distinction who have made exceptional contributions to the Chamber or the Caribbean-American community. Honorary members pay no dues and may not vote.

Section 2.3 — Dues

Annual membership dues for each class shall be established by the Board of Directors and shall become effective upon approval. Dues are payable annually on the anniversary date of membership. A member whose dues remain unpaid 60 days beyond the due date shall be considered delinquent and shall forfeit good standing and voting rights until dues are paid in full.

Section 2.4 — Resignation & Removal

Any member may resign from the Chamber by providing written notice to the Secretary. Membership may be terminated by a two-thirds vote of the Board for conduct detrimental to the Chamber, subject to written notice and a reasonable opportunity for the member to be heard by the Board.

Section 2.5 — Voting Rights

Members in good standing — Individual, Business, Corporate, Non-Profit, and Student — shall each have one (1) vote on all matters submitted to the general membership. Honorary members shall have no vote.

Meetings of Members

Section 3.1 — Annual Meeting

An annual meeting of the general membership shall be held once each fiscal year, within 90 days of the close of the fiscal year, at a date, time, and place determined by the Board of Directors. The primary purpose of the Annual Meeting is to receive reports of officers and committees, elect Directors, and transact such other business as may properly come before the membership.

Section 3.2 — Regular Meetings

The Board of Directors may schedule regular membership meetings throughout the year, typically monthly or bi-monthly, for the purpose of networking, programming, and conducting chamber business.

Section 3.3 — Special Meetings

Special meetings of the membership may be called by the President, by a majority of the Board, or by written petition signed by no fewer than twenty percent (20%) of voting members in good standing. The purpose of any special meeting shall be stated in the notice, and no business other than that specified may be transacted.

Section 3.4 — Notice

Written or electronic notice of any membership meeting shall be sent to all members in good standing at least fourteen (14) days prior to the meeting. Notice of the Annual Meeting shall be sent at least thirty (30) days in advance.

Section 3.5 — Quorum

A quorum for the transaction of business at any membership meeting shall consist of twenty (20) voting members in good standing present in person or by authorized proxy. If a quorum is not present, the presiding officer shall adjourn the meeting.

Section 3.6 — Remote Participation

Members may participate in meetings via telephone conference, video conferencing, or other electronic means approved by the Board, and such participation shall constitute presence at the meeting for quorum and voting purposes.

Board of Directors

Section 4.1 — Authority

The affairs, property, and business of the Chamber shall be managed and governed by a Board of Directors. The Board shall have all powers necessary to carry out the purposes of the Chamber, subject to the provisions of these Bylaws, the Articles of Incorporation, and applicable law.

Section 4.2 — Composition

The Board of Directors shall consist of not fewer than seven (7) and not more than fifteen (15) Directors, including the four (4) elected Officers. The Board shall strive to reflect the diversity of the Caribbean diaspora in terms of island representation, gender, age, industry, and geographic distribution across the tri-county service area.

Section 4.3 — Terms

Directors shall serve two-year (2) terms. No Director may serve more than three (3) consecutive full terms without a gap of at least one (1) full term. Officers serve one-year (1) terms concurrent with their board service. Terms begin at the close of the Annual Meeting at which elected.

Section 4.4 — Meetings of the Board

The Board shall meet at least bi-monthly. Additional meetings may be called by the President or by any three (3) Directors. A quorum of the Board shall consist of a simple majority of serving Directors. Business shall be transacted by majority vote of Directors present and voting, except where these Bylaws require a higher threshold.

Section 4.5 — Vacancies

Vacancies on the Board shall be filled by appointment of the President, subject to approval by majority vote of the remaining Directors. An appointed Director shall serve the remainder of the unexpired term.

Section 4.6 — Removal

A Director may be removed from office by a two-thirds (2/3) vote of the full Board for cause, including but not limited to three (3) consecutive unexcused absences from Board meetings, misconduct, or failure to fulfill duties. The affected Director shall be given written notice and an opportunity to address the Board prior to any removal vote.

Officers

Section 5.1 — Officers

The Officers of the Chamber shall be: President, First Vice President, Secretary, and Treasurer. Officers must be members in good standing and serving Directors at the time of their election, and shall remain so throughout their term.

Section 5.2 — Duties of President

The President shall be the Chief Executive Officer of the Chamber; shall preside at all meetings of the membership and Board of Directors; shall be an ex-officio member of all committees; shall represent the Chamber before government bodies, the media, and the public; and shall perform all duties incident to the office and such other duties as may be assigned by the Board.

Section 5.3 — Duties of First Vice President

The First Vice President shall assist the President in the performance of duties; shall assume the duties of the President in the event of the President's absence, incapacity, or vacancy; shall chair the Programs Committee; and shall perform such other duties as assigned by the President or Board.

Section 5.4 — Duties of Secretary

The Secretary shall keep the minutes of all meetings of the Board and membership; maintain and safeguard the official records and documents of the Chamber; provide notices of meetings as required; and attest official documents of the Chamber.

Section 5.5 — Duties of Treasurer

The Treasurer shall oversee the financial affairs of the Chamber; maintain accurate financial records; prepare monthly financial reports for the Board; ensure timely filing of all required tax returns and government filings; and oversee the annual audit or financial review.

Elections

Section 6.1 — Nominating Committee

A Nominating Committee of three (3) members in good standing, none of whom are seeking election, shall be appointed by the President at least sixty (60) days before the Annual Meeting. The Committee shall solicit and review nominations and present a slate of candidates to the Board and membership no later than thirty (30) days before the Annual Meeting.

Section 6.2 — Elections Process

Elections shall be held at the Annual Meeting by written or electronic secret ballot. Any member in good standing may be nominated from the floor at the Annual Meeting with a second. The candidate receiving the plurality of votes cast for each position shall be elected. In the event of a tie, a runoff vote shall be held immediately.

Section 6.3 — Eligibility

Candidates for Director must: (a) be a member in good standing for at least one (1) full year prior to the election; (b) have attended at least three (3) chamber events in the prior 12 months; and (c) not be in default on any obligation to the Chamber.

Committees

Section 7.1 — Standing Committees

The Chamber shall maintain the following Standing Committees, each chaired by a Director or appointed Chair approved by the Board:

1. Membership Committee — Recruitment, retention, and member benefits
2. Events & Programs Committee — Planning and executing all chamber events
3. Advocacy & Government Affairs Committee — Legislative and regulatory matters
4. Finance & Audit Committee — Financial oversight and annual review
5. Marketing & Communications Committee — Public relations, social media, website
6. Education & Scholarship Committee — Youth programs and scholarships
7. Trade & International Affairs Committee — Caribbean trade missions and partnerships

Section 7.2 — Special Committees

The President or Board may create special or ad-hoc committees as needed. Special committees shall be dissolved upon completion of their charge or by Board resolution.

Finances

Section 8.1 — Fiscal Year

The fiscal year of the Chamber shall run from January 1 through December 31 of each year.

Section 8.2 — Depositories & Accounts

All funds of the Chamber shall be deposited in accounts with federally insured financial institutions. The Treasurer and President shall be signatories on all accounts. Disbursements exceeding $2,500 shall require two (2) authorized signatures.

Section 8.3 — Budget

The Treasurer, in consultation with the Finance Committee, shall prepare an annual operating budget for approval by the Board prior to the start of each fiscal year. Expenditures in excess of 110% of any budget line item or unbudgeted expenditures exceeding $1,000 shall require Board approval.

Section 8.4 — Annual Review

The Chamber shall engage an independent CPA to perform an annual compilation, review, or audit of the Chamber's financial statements, as determined appropriate by the Finance Committee. Results shall be presented to the full Board and made available to members upon request.

Section 8.5 — Contracts

No contract or agreement for services or goods exceeding $5,000 shall be entered into without prior Board approval. The President and Treasurer are authorized to execute contracts approved by the Board.

Conflict of Interest

Section 9.1 — Policy

Directors, officers, committee chairs, and staff of the Chamber shall act at all times in the best interest of the Chamber and shall not allow personal interests to conflict with their duties. Any person with a financial or personal interest in a matter before the Board or a committee shall promptly disclose that interest and shall recuse themselves from discussion and voting on that matter.

Section 9.2 — Annual Disclosure

Each Director and Officer shall complete and sign an annual Conflict of Interest Disclosure Form to be maintained by the Secretary. Failure to disclose a known conflict is grounds for removal.

Amendment of Bylaws

Section 10.1 — Procedure

These Bylaws may be amended by a two-thirds (2/3) vote of the Board of Directors at any duly constituted Board meeting, provided that: (a) the proposed amendment has been submitted in writing to all Directors at least fourteen (14) days in advance of the meeting; and (b) the amendment does not conflict with the Chamber's Articles of Incorporation or applicable Florida law.

Section 10.2 — Membership Ratification

Amendments approved by the Board shall be presented to the general membership at the next Annual Meeting or special meeting for ratification. Ratification requires a majority vote of voting members present. If the membership fails to ratify an amendment, it shall be returned to the Board for reconsideration.

Section 10.3 — Effective Date

Approved and ratified amendments shall take effect immediately upon ratification unless a later effective date is specified in the amendment.

Dissolution

Section 11.1 — Dissolution Procedure

The Chamber may be dissolved only upon the affirmative vote of three-fourths (3/4) of the Board of Directors and ratification by two-thirds (2/3) of the voting membership at a duly called meeting with at least thirty (30) days written notice to all members.

Section 11.2 — Distribution of Assets

Upon dissolution, after payment of all lawful debts and obligations of the Chamber, all remaining assets shall be distributed to one or more non-profit organizations that serve Caribbean-American communities in South Florida, as selected by the Board, and which are tax-exempt under Section 501(c)(6) or 501(c)(3) of the Internal Revenue Code.

Adopted: January 1, 1995 · Last Amended: March 15, 2024 · Certified by: Sandra B. Alexis, Secretary, GCACC