CODE OF BYLAWS
AMUSEMENT MACHINE OWNERS ASSOCIATION OF FLORIDA, INC.
Section 1.1. Name. The name of this Corporation shall be Amusement Machine Owners Association of Florida, Inc., hereinafter referred to as “Corporation”.
Section 2.1. Purposes. The purposes of the Corporation are:
(a) To engage in education for and advocacy on behalf of those engaged in the business of coin operated amusement and entertainment devices; and
(b) To perform any purpose which nonprofit corporations are authorized under the Florida Not For Profit Corporation Act. (“the Act”).
MEETINGS OF MEMBERS
Section 3.1. Annual Meeting. A meeting of the members shall be conducted annually, for the purpose of
electing directors and for the transaction of such other business as may come before the meeting. The date and time of the annual meeting will be at the discretion of the Board of Directors.
Section 3.2. Special Meetings. Special meetings of the members may be called by the President, the Board of Directors or not less than one-third of the members having voting rights.
Section 3.3. Place of Meeting. The Board of Directors may designate any place, either within or without the State of Florida, as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made or if a special meeting be otherwise called, the place of
meeting shall be the principal office of the Corporation in the State of Florida but if all of the members shall meet at any time and place, either within or without the State of Florida and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
Section 3.4. Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered or mailed by the Secretary, or by the officer or person calling the meeting to each member of record entitled to vote at that meeting, at the address which appears on the records of the Corporation, at least ten (10) days before the date of meeting. Notice of any meeting of members may be waived in writing and filed with the Secretary or by attendance in person.
Section 3.5. Informal Action by Members. Any action required by law to be taken at a meeting of the
members, or any action which may be taken at a meeting of members, may be taken without meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 3.6. Quorum. Ten percent (10%) of persons qualified to vote as members at any meeting,
represented in person or by proxy, shall constitute a quorum.
Section 3.7. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the members or his duly authorized attorney-in-fact. No proxy shall be valid after thirty (30) days from the date of its execution, unless otherwise provided in the proxy.
Section 3.8. Voting List. The Secretary, or Assistant Secretary of the Corporation, shall keep at all times, at the principal office of the Corporation, a complete and accurate list of all members entitled to vote at any meeting of the members which may be inspected by any member, for any purpose, at any reasonable time.
Section 4.1. Classes. The Corporation shall have two (2) classes of members consisting of General
Members and Associate Members. All general members shall have equal rights, privileges, duties,
liabilities, limitations and restrictions with respect to voting, dissolution, redemption, transfer and any other matters, with the exception that Associate Members shall have no voting rights and may not serve on the Board of Directors.
Section 4.2. Eligibility for General Membership. A General Member must be a proprietorship, partnership, firm, corporation or other business entity whose primary business activity is the ownership of coin operated music and/or amusement machines or devices in the State of Florida and has been so engaged for at least two years.
Section 4.3. Eligibility for Associate Membership. An Associate Member must be a proprietorship,
partnership, firm, corporation or other business entity whose primary activity is the distribution, supply, repair or manufacturer of coin operated music and/or amusement machines or devices and sold in the State of Florida and has been so engaged for at least two years.
Section 4.4. Election of Members. After completing the application form prescribed by the Board of
Directors, all members shall be elected by an affirmative vote of majority of the Directors present at a
regularly scheduled Board of Directors’ meeting.
Section 4.5. Annual Dues. The Board of Directors shall determine from time to time by resolution the
annual dues payable by the members. Dues are payable in advance before the beginning of each calendar year.
Section 4.6. Termination or Suspension of Membership. Termination of membership shall execute in the event of (a) death of the member, (b) dissolution of the business entity, (c) failure to timely pay dues, (d) by decision of a majority of the Board of Directors in the event a disciplinary situation exists. In general, disciplinary situations will arise from conduct demonstrating a lack of integrity, honesty, and/or responsibility in the industry.
BOARD OF DIRECTORS
Section 5.1. General Powers. The control and management of the affairs of the Corporation shall be vested in its Board of Directors. Directors must be General Members of the Corporation or shareholder, officer, director, or employee of a General Member.
Section 5.2. Eligibility, Number and Tenure. Directors must be an owner or full-time employee of a General Member in good standing. The initial Board of Directors shall consist of eleven (11) members. The number of Directors shall be not less than seven (7) nor more than fifteen (11). Each Director shall hold office for a term of three (3) years or until his successor shall have been elected and qualified, so that the terms of approximately one-third of the Directors shall expire annually. Each Director shall be eligible for re-election.
The Board of Directors shall have the right to increase or decrease within the limits prescribed by the
Articles of Incorporation the number of Directors by a vote of the majority of the Directors present at a
properly called meeting of the Board of Directors. The Board of Directors shall have the power to remove any member of the Board of Directors who misses any two consecutive unexcused meetings, or misses any three unexcused board meetings in any calendar year.
Section 5.3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without
other notice than these By-laws, immediately after, and at the same place as, the annual meeting of
members. The Board of Directors may provide by resolution the time and place, either within or without the
State of Florida, for the holding of additional regular meetings of the Board without notice other than such resolution.
Section 5.4. Special Meetings. Special meetings of the Board of Directors may be called by or at the
request of the President or any six (6) Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or without the State of Florida, as the place for holding any special meeting called by them.
Section 5.5. Notice of Special Meetings. Notice of any special meeting of the Board of Directors shall be
given at least five (5) days previously thereto by written notice delivered personally or sent by certified mail or telegram to each Director at his address as shown by the records of the Corporation. Any Director may waive notice of any meeting. The attendance of a Director at any 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice or waiver of notice of such meeting, unless specifically required by law of these By-laws.
Section 5.6. Quorum. A majority of the entire Board of Directors shall constitute a quorum. However, when filling vacancies occurring in the Board of Directors, a majority of the existing Directors shall constitute a quorum.
Section 5.7. Manner of Acting. The act of a majority of the Directors present at a meeting at which a
quorum is present shall be the act of the Board of Directors.
Section 5.8. Informal Action by Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or of any committee thereof may be taken without a meeting, if prior to such action a written consent to such action is signed by all members of the Board or of such committee as the case may be, and such written consent is filed with the minutes of proceedings of the Board of committee.
Section 5.9. Power to Appoint Executive Director. The Board of Directors shall have power to appoint by
resolution adopted by a majority of the entire Board an Executive Director who also may be a director or
officer of the Corporation and who, to the extent provided in such resolution, shall have an exercise the
authority of the Board of Directors in the management of the business of the Corporation between meetings of the Board. The Executive Director shall receive such compensation as the Board deems proper.
Section 5.10. Power to Make By-Laws. The Board of Directors shall have the power to make and alter any By-law or By-laws, including the fixing and altering of the number of Directors.
Section 5.11. Power to Elect and Appoint Officers. The Board of Directors shall select a President, one or
more Vice-Presidents, a Secretary, a Treasurer and such other officers as may be deemed desirable by the Board of Directors. Any two or more offices may be held by the same person, except the offices of
President and Secretary.
Section 5.12. Delegation of Powers. For any reason deemed sufficient by the Board of Directors, whether occasioned by absence or otherwise, the Board may delegate all or any of the powers and duties of any officer to any other officer or Director, but no officer or Director shall execute, acknowledge or verify any instrument in more than one capacity.
Section 6.1. Officers. The Board of Directors shall elect or appoint the officers of the Corporation. The
officers of the Corporation shall be President, one or more Vice-Presidents, a Secretary, a Treasurer and
such other officers as may be deemed desirable by the Board of Directors. Any two or more offices may be
held by the same person, except the offices of President and Secretary.
Section 6.2. Election and Term of Office. The officers of the Corporation shall be elected annually from,
among and by the Board of Directors at the regular annual meeting of the Board of Directors. Each officer shall hold office for one year or until his successor shall have been duly elected and qualified, unless earlier removed by the Board of Directors. All officers and agents can be removed at any time by the affirmative vote of the majority of the members of the Board of Directors. Officers shall be eligible for re-election.
Section 6.3. President. The President shall be the chief executive officer of the Corporation. He shall
preside at all meetings of the Board of Directors and membership. Under the Board’s direction he shall have general supervision over the affairs of the Corporation and over the other officers. He shall perform all such other duties as are incident to this office.
Section 6.4. Vice-President. The Vice-President shall perform the duties specified in Section 6.3 of this
Article in the absence or disability of the President. In addition, he shall perform duties and assignments
which may from time to time be delegated by the President or the Board.
Section 6.5. Treasurer. The Treasurer shall have custody of all monies and securities of the Corporation
and shall give bond in such sums and with such surety as the Directors may require, conditioned upon the faithful performance of this office. He shall perform all such other duties as are incident to his office as Treasurer.
Section 6.6. Secretary. The Secretary shall have the responsibility for providing that notices required by
these By-Laws be issued, and shall provide that minutes of all meetings of the Board of Directors and
membership be adequately kept. He shall have responsibility for all corporate books, records, and papers, any and all written contracts of the Corporation and shall be custodian of the corporate seal. He shall perform all such other duties as are incident to his office.
Section 6.7. Vacancies. Vacancies among elected and appointed officers occurring during the annual
terms thereof shall be filled by the Board of Directors.
Section 7.1. Standing and Special Committees. The President shall, with the approval of the Board of
Directors, appoint such standing or special committees of such size as the President or Board of Directors may deem necessary to properly carry on the activities and affect the purposes of the Corporation. Such committees shall perform as the President or the Board of Directors may direct.
CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 8.1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Corporation, in addition to the officers so authorized by these By-laws, 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.
Section 8.2. Checks, Drafts, etc. All checks, drafts, or orders for the payment of money, notes or other
evidences of 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 Board of Directors. In the absence of such a resolution, such instruments shall be signed by the Treasurer, and countersigned by the President or Vice-president of the Corporation.
Section 8.3. Deposits. All funds of the Corporation shall be deposited from time to time to the credit of the Corporation in such banks, trust companies, or other depositories as the Board of Directors may select.
Section 8.4. Gifts. The Board of Directors may accept on behalf of the Corporation any contribution, gift,
bequest or devise for the general purpose or for any special purpose of the Corporation.
BOOKS AND RECORDS
Section 9.1. Books and Records. The Corporation shall keep correct and complete books and records of
account and shall also keep minutes of the proceedings of its members, Board of Directors, and committees having any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Corporation may be inspected by any member, or his agent or attorney for any proper purpose at any reasonable time.