The Association shall be known as “The Sarasota Breakfast Club”.

a. To form a body of business people representative of the business and professional interests to the area; to unite its members in the closest bonds of interchange of business and business ideas and of good fellowship and to promote a closer business and social union among them.

b. To encourage active participation in all things that will improve the individual business and its members.

c. To assist each member in every honorable way in furthering the interest of his/her business.

d. To teach that organization, cooperation and reciprocity are better than rivalry, strife and destructive competition.

e. To encourage the application of the highest ethical standards in business and endeavor by exchange in methods and idea, to increase efficiency in all lines represented by the said club.

f. To encourage active participation in all things relate with the commercial and industrial betterment.

Any adult person of good moral character and in good standing in his/her community and who is engaged in a legitimate and recognized line of business or profession shall be eligible for membership.

Membership shall be limited to one member per business classification or category; charitable and nonprofit organization members shall be limited to 5 members. Membership in the club shall be acquired by invitation only. Nominations shall be made on applications provided by the membership committee and shall be signed by a member in good standing.

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No prospective members shall be invited to join the club until he/she has attended at least two meetings of the club and his/her membership application has been approved in the following manner:

a. A member in good standing should check with the Membership chair before inviting the prospect. The sponsor invites the prospect to a meeting as a guest. The guest must attend at least two meetings, before applying for membership. Prospects cannot invite guests.

It shall be the responsibility of the sponsoring member to fully explain the responsibility of membership such as attendance (Article III), dues (Article IV), and forfeiture of membership (Article VII). The sponsoring member shall then submit an application duly filled out and executed by the prospective member accompanied by the appropriate dues set by the Board of Directors to the Membership Chairperson prior to the second Wednesday of each month, or the application will be deferred until the following month. The Membership chairperson shall read the names of all prospective applicants at the second and third meetings of the month.

b. The Membership Committee will present all completed applications to the board for review and vote at the regular scheduled board meeting (usually 3rd week). The membership committee and board will review all applicants for the following:

c. Entire membership votes by ballot on the fourth Wednesday of each month. No guests are permitted. A ”no” vote must be signed. A written Proxy is permitted, and must be reviewed by the Membership chairperson the day before the meeting. The Board of Directors has the authority to overrule.

d. For those applications approved, the Membership Committee sends a Welcome Letter and introduces the new member(s) at the next regular meeting. The sponsor is encouraged to join the new member at the New Member Orientation.

For those applications not approved, the sponsor notifies the prospect and returns the check for the appropriate application fee.

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Dues shall be established by the Board of Directors. At the time of this writing and until further notice, dues have been established at $100 per year, billed semi annually at $50.00.

Dues of the membership shall be determined by the Board of Directors with the approval of the membership. All dues are to be paid semi-annually in advance.

Each member shall pay for his/her own breakfast and that of all guests brought by him/her to the breakfast meeting.

The resignation of any member shall become effective upon written notice to the Board of Directors.

The Leave of Absence Policy which will be defined as a waiver of the 60% attendance requirement for 90 days. After 90 days the leave will be reviewed by the Board of Directors. The Board of Directors shall have/make the final decisions on attendance circumstances. The member may be asked to return to regular status or resign from the club. Should a prospective applicant want to fill the classification of the member on leave, after the initial 90 days, the member will then have to advise the club if he/she will resume active membership or resign. The member on leave must maintain his dues and will not have the right to vote on club business.

Any member may be subject to suspension from membership in the Club by the majority vote of the Board of Directors present at any regularly scheduled meeting of the Board of Directors.

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Dues: When a member receives their bill for the dues/meals they have 30 days from the date of the invoice was posted to pay their bill. If payment is not received within 30 days the member will receive a past due notice. If payment is not received in 45 days another reminder will be sent. If payment is not received in 60 days the member will forfeit their membership in The Sarasota Breakfast Club.

Attendance: Members not fulfilling his/her membership obligations will forfeiture their membership and open their category. A member must maintain at least 60 % attendance for the quarter. If the member doesn’t have 60% attendance for the quarter they will be considered on probation for 6 months. If  during the 6 months of probation the member’s attendance falls below 60% this will be just cause for forfeiture of membership. At the end of 6 months, the probation is lifted.

A Nominations Committee shall be appointed by the President no later than the third week of the ninth month of his term. The Nomination Committee shall consist of five members in good standing of the Club. The Chairman of the Nominating Committee will be the current Vice President. It shall be its duty to determine and submit to the membership, recommendations for nomination of the offices to be filled in each section.

No person shall be eligible to hold office in the club unless he/she is an active member in good standing.

The President shall be the Chief Executive Officer of the Club. The President shall preside at all meetings. The President shall issue all calls for Board Meetings and shall appoint all standing committees. The President shall do and perform all acts characteristic of the Office of President of like or similar clubs.

If, for any reason, the President is unable to perform his/her duties, the Vice President shall occupy his/her position and perform his/her duties, having the same authority as the President.

If, for any reason, a vacancy should occur in the office of Vice-President, Secretary or Treasurer, the Board of Directors shall appoint a member to fill the unexpired term.

The Secretary shall oversee the recording of all Board meetings of the membership, maintain a record of the Club breakfast attendance, and maintain a record of the Club Roster, which shall be distributed as needed.

The Treasurer shall be under the supervision and direction of the Board of Directors and his/her duties shall be to keep the detailed Club record of dues. He/she shall prepare and present to the Board of Directors a proposed budget for ensuing fiscal year beginning January each year. Requisitions for payment of bills must be submitted to the Board of Directors for approval and their order to disburse the required funds. The Treasurer and/or President has the authority, on behalf of The Sarasota Breakfast Club, to authorize funds not to exceed $100.00 per request without formal Board of Directors approval.

Beyond $100.00, formal Board approval is required on all expenditures. The treasurer shall review and submit the weekly sign-in sheet.

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The Board of Directors shall be responsible for the execution, through its officers, the authorized policies of the club. All new business of the Club shall first be considered and shaped by the Board of Directors for presentation to the Club membership at its regular breakfast meetings.

a. It shall authorize all expenditures and shall not create any indebtedness beyond the income of  the Club or disburse funds for purposes not essential to the object of the Club.

b. A majority vote of the Board of Directors shall govern, except where otherwise provided. The Board of Directors shall have the power to overrule, or modify, the action of any officer of the Club.

c. It shall have the books and accounts audited annually, or more often, at its discretion.

d. It shall determine the dates and places of the semi-annual election meeting and shall instruct the Secretary to issue call for such meetings.

e. It shall hold regular monthly meetings.

f. It shall hold special meetings on recommendations of the President of the club or by written request of five members of the Club in good standing.

g . It shall receive committee reports and recommendations.

h. It shall submit to the Club in regular meetings such recommendations which it has approved affecting the administrative or activity policies of the Club.

i. It shall determine the time and place of regular Club meetings and shall have the authority to call any special meeting as considered necessary.

The Club shall meet regularly on Wednesday of each week, the place to be determined by the Board of Directors, and such meetings shall constitute the regular meetings of the club.

The regular meetings shall be devoted to the promotion of the actual exchange of business between members as well as developing a closer fellowship.

A quorum at any regular or special meeting of the Club shall be a majority of the membership of the club.

A quorum at any regular or special meeting of the Board of Directors shall be a majority of the members of the Board of Directors.

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No business at a regular or special meeting of the membership, or at a regular or special meeting of the Board of Directors, shall be transacted in the absence of a quorum.

Breakfasts, exchange of business, and fellowship may be held and conducted at any regular or special meeting of the Club without the presence of a quorum.

In the absence of rules in this Constitution and By-laws, the proceedings of the Club’s meetings, and at the proceedings of this Club’s Board of Directors, meetings shall be conducted in accordance with Roberts’ Rules of Order.

This Constitution and By-laws may be amended at any regular or special meeting of the Club at which there is a quorum, by two-thirds vote of the members present, provided the Board of Directors has favorably considered the amendment.

No amendments shall be put to vote, unless notice has been given at a regular meeting of the Club at least two weeks previous to the meeting at which the amendment or amendments are to be voted on, said notice to state the proposed amendment or amendments.

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