FLORIDA BUSINESS BROKERS ASSOCIATION, INC.

BY-LAWS 10-01-2008   

SECTION A – ORGANIZATION & PURPOSES

            Article I          Organization
            Article II         Purposes

SECTION B – STATE ORGANIZATION

            Article III       State Board of Directors
            Article IV       Quorum and Voting
            Article V         Committees
            Article VI       Fiscal Year
            Article VII      Term of Existence and Property
            Article VIII    State Dues and Fees
            Article IX       By-Laws
            Article X         Indemnification of Directors

SECTION C – CHAPTER ORGANIZATION

            Article XI       Chapter Organization
            Article XII      Membership Application
            Article XIII    Membership
            Article XIV    Chapter Board of Directors
            Article XV      Chapter Officers
            Article XVI    Chapter Meetings of Members
            Article XVII   Chapter Dues and Fees
            Article XVIII Chapter Committees
            Article XIX    Quorum and Voting
            Article XX      Indemnification of Chapter Officers
            Article XXI    By-Law Amendments

SECTION D – CODE OF ETHICS
           
            Article XXII   Code of Ethics

SECTION E – COOPERATION

            Article XXIII Cooperation Agreement between Members

SECTION F – DISCIPLINE

            Article XXIV Discipline – Chapter Level

 

BY-LAWS OF THE FBBA

ARTICLE I – ORGANIZATION

The name of the Association will be the Florida Business Brokers Association Inc., hereinafter called the "Association", and it will have its principal office in the State of Florida.  The State Board of Directors may change the principal office from one location to another within the State of Florida, and such change will not be deemed to be an amendment to the Bylaws.  The Association may establish Chapters at such places within the State of Florida as its business may require and as the State Board of Directors may designate from time to time.  State Chapters may be disbanded for any reason deemed by the State Board of Directors to be in the best interest of the Florida Business Brokers Association. The Chapter will then be under the sole administration of the State Association Board of Directors. The Association may change its name by a vote of the Membership.

ARTICLE II – PURPOSES

A.        Protect the public in the transfer of businesses from sellers to buyers through specialized Knowledge, continuing goodwill and guidance of Professional Business Brokers.

B.        Promote a high standard and Code of Ethics among those Members of the Real Estate Profession who primarily deal in the purchase and sale of businesses.

C.        Educate its Members in better methods and techniques by which to practice their chosen profession.

D.        Promote harmony and mutual cooperation among its Members in resolving potential and actual disputes between its Members and members of the public arising out of a Member's activities as a Licensed Real Estate Broker specializing in the Business Brokerage Profession.

E.         Adopt and promote a Code of Ethics for Business Brokers commensurate with being Members in the Business Brokerage Profession.

F.         Promote a greater understanding and awareness by its Membership as to their duties and responsibilities.

G.        Adopt and operate a Grievance Procedure and Arbitration System to judge infractions of its rules and/or to resolve disputes amicably.

H.        Promote cooperation and exchange of information between and among Members.

I.          Standardize procedures and forms.

J.          Encourage legislation that would enhance the professionalism and education of those involved in the transfer of businesses.

 

STATE ORGANIZATION

ARTICLE III – STATE BOARD OF DIRECTORS

The duty of the State Board of Directors is to provide guidance, review and direction for the benefit of and reflecting the views of its Chapters and Members.  The State Board of Directors may provide such rules and regulations for the conduct of its business and for carrying out the Association’s purposes, as it may deem necessary from time to time.  The State Board of Directors shall have full and absolute power to manage the business of the Florida Business Brokers Association. Directors will serve without compensation, except for out-of-pocket expenses or reimbursed expenditures as approved by the State Board of Directors.

A.        MEETINGS

The annual meeting of the State of Board of Directors will be held on or about the first day of May of each and every year at such time and place, as the State Board of Directors will designate. All State Board of Directors and Executive Committee meetings are allowed to be by Teleconference and/or any other means of Electronic Communication. Only the Chairman shall have full authority to postpone or cancel scheduled meetings. Special meetings may be called by the Chairperson or by any four Directors who are from different Chapters, or by five Directors if two or more are from the same Chapter, by giving notice to Secretary in writing.  The meetings will be presided over by the Chairperson, or in his/her absence, by the Vice-Chairperson. The Secretary will cause to be mailed or an electronic transmission to each Director, a notice fifteen days prior to the meeting date, announcing the date, time and place of the meeting.  Such notice will state the reason(s) that said meeting has been called, the business to be transacted at said meeting, and by whom the meeting was called.

B.        OFFICERS

            Directors will hold office for one year beginning the first day of May or until a duly authorized successor has been elected. Nomination of State Officers will be held in February of each year, election of officers in March by the current State Board of Directors.

1.           The State Board of Directors will consist of Directors from each Chapter who will be the Immediate Past-President, the current President, and one Member-at-Large from the Membership.  The Member-at-Large may be an Associate with a Broker Member, provided that they are in good standing.  If Immediate Past President of a Chapter cannot serve it reverts back to the Present Past President before him/her. New Chapters not having an Immediate Past President will elect a Director from the Broker Membership of that Chapter.  Only one person from an office may sit on the State Board of Directors.

2.           The State Board of Directors will elect Directors to serve as Chairman, Vice- Chairman, Secretary, and Treasurer of the Board. Any Officer may resign at anytime by giving written notice to the Chairman. Such resignation shall take effect at the time specified, at the time of acceptance as determined by the State Board of Directors.

3.           All State Directors, or any one Director of a particular Chapter, may be removed from office at any time by a vote of two-thirds of the Directors of the State Board of Directors.  If any Director is so removed from office, a new Director may be elected at the next Chapter Meeting and he/she will hold office for the remainder of the current term.

C.        LIABILITY

Neither the Directors nor their respective companies will be held personally or corporately liable for the debts, liabilities, obligations, or activities of the Association.

D.        EMPLOYEES

The State Board of Directors may hire an Executive Administrator to administer the functions of the Association and will determine and set the salary, benefits, responsibilities, and duties to be performed.  The Executive Administrator will be responsible for the performance of such functions and will report to the Chairperson of the Board.  Upon approval of the State Board, the Executive Administrator may hire and supervise additional staff employees, and will make recommendations to the State Board with respect to the terms and conditions of their employment.

E.         DUTIES OF DIRECTORS

1.     CHAIRPERSON:   The Chairperson will be the Chief Executive Officer of the Association and will perform all duties incidental to this office or as required by law.  The Chairperson will preside at all meetings of the State Board and will appoint all Committee Chairpersons.  The Chairperson will have a vote on all Association matters when it is necessary to break a tie vote.  The Chairperson shall have the power to spend, or authorize the expenditure of, a maximum of $500.00 per quarter without Board of Directors approval on anything that has not been approved in advance by them.

2.    VICE-CHAIRPERSON:  In the absence of the Chairperson, the Vice-Chairperson will preside at meetings of the State Board, and will perform such other duties as may be prescribed by the State Board or By-Laws The Vice-Chairperson will have a vote on all Association matters.

3.       SECRETARY:   The Secretary will be the custodian of all records and By-Laws.  The Secretary will keep a book of minutes of all meetings of the Directors and will make such records and books available at reasonable times to any Member.  The Secretary will perform all duties generally incidental to the office or as may be required by the State Board or By-Laws.  The Secretary will have a vote on all Association matters.

4.        TREASURER:   The Treasurer will receive, deposit, and disburse all funds       of the State Association and will maintain correct accounts of all transactions.  He/She will render reports to the Directors upon their request and will prepare financial statements to be presented to the Directors and the Chapter Boards at the annual meetings or as requested by the Directors.  The Treasurer will perform all duties incidental to the office or as may be required by the State Board or By-Laws.  The Treasurer will have a vote on all Association matters.

F.         EXECUTIVE COMMITTEE
      
 Section 1:

  1. To conduct the necessary business of the State Board of Directors between meetings of the State Board of Directors.
  2. To develop new programs and review existing ones.
  3. To develop new and better ways of serving the Membership on all levels.
  4. To plan for the future of the organization.
  5. To perform such other duties as are specified in these By-Laws.

Section 2:

  1. There shall be an Executive Committee consisting of four (4) Members, which shall include the Chairman, Vice Chairman, Secretary, and Treasurer. If a Chapter is not represented by this committee one Member from those Chapters will be appointed by the Chairman. The term of service shall run concurrent with their present term of office. The Executive Committee will have the complete authority to act for the association between its meetings within the scope of the By-Laws.
  2. The Executive Committee shall meet on the call of the Chairman, or upon the request of any two Executive Committee Members. Meetings may be conducted by Teleconferencing, Facsimile (Fax) or other means of Electronic Communication.
  3.  Three (3) Members of the Executive Committee shall constitute a quorum.
  4.  A record of the Executive Board proceedings will be kept by the Secretary. 

 

ARTICLE IV – QUORUM AND VOTING

A.        The presence of not less than the simple majority of the State Board of Directors will constitute a quorum, and will be necessary to conduct the business of the Association at any duly called meeting.

B.        The voting for the Board of Directors meetings and for the passage of motions and By-Law changes, referred to as “motions”, shall reflect the following definitions:

                        There are two (2) “Houses” for voting:

                                    a.         “Presidents House” consisting of each Chapter’s current                                          President and the Chapter’s immediate Past President.
                                    b.         “Members House” shall consist of the Chapter’s elected
                                                “Member at Large” representing all of the members from
            that Chapter and must vote based on the directives of the Membership of that Chapter.

            Voting:  In order for a “motion” to be passed, the vote must be carried by a majority of both Houses.

            The “Presidents House” has one (1) vote each for the current President and one vote for the immediate Past President.  The “motion” must pass by a simple majority of votes cast.  Proxy votes of a Presidents House member may be voted by another member of the Chapter of the Presidents House.

            The “Members House” shall have one (1) vote for each Chapter member.  The elected “Member at Large” shall cast all the votes of the Chapter Members as a block, based on the directives of the membership of that Chapter.  No split of the members vote is allowed.  The “Members House” vote must pass on each “motion” by a simple majority of total votes cast.

            If a “Member at Large” from a Chapter is absent and has supplied a written proxy, that proxy may be voted for that Chapter by a member of the Chapter’s “Presidents House”.

            All “motions” must pass in both “Houses”.  If a “motion” is defeated in one “House”, the “motion” is defeated.

            A member of the Board of Directors may then request a second vote after discussion on the “motion” again.  If the “motion” is defeated a second time, the “motion” in original form will not be brought before the Board of Directors again at the current meeting.

            If the State Chairman is not a member of the “Presidents House” and if a “House” has a tie vote, then the Chairman may cast a tie-breaking vote for either “House”.

C.        Voting for State Officers is done by all State Directors. The Election or removal of            
            any State Officer or State Director is not done in the 2 houses (President's House      
            or Director's House) but rather as one State Board of Directors.

            The Secretary shall record in the minutes the passage of a “motion” by both “Houses”.

D.        The current addition of Roberts Rules of Order (Newly Revised) shall be recognized as the authority governing the proceedings of the State Board of Directors in all cases not provided for in these bylaws or in the standing rules.

 

ARTICLE V – COMMITEES
All committee Chairperson’s of the State Board of Directors will be appointed by the State Chairperson and their term of office will not exceed the tenure of the Chairperson's office.  The State Chairperson will serve as an ex-officio member of any committee.  No committee will incur any financial obligation to the Association without authorization from the State Board.

ARTICLE VI – FISCAL YEAR

The fiscal year of the Association will begin on the first day of May and will end on the last day of April of the subsequent year.

ARTICLE VII – TERM OF EXISTENCE AND PROPERTY

The Association will remain in existence until such time as two-thirds of its Broker Membership petition in writing to dissolve it.  No Member will have any separate right, title, or interest in the assets of the Association until it is duly and properly liquidated.

ARTICLE VIII – STATE DUES AND FEES

A.        State dues, and dues payment schedules will be determined by the State Board and shall be based on the budget approved by the State Board by the end of the prior fiscal year.

B.        A State Application Fee for new Broker and Affiliate Members and special assessments determined by the State Board of Directors shall be collected by the Chapter Treasurer, and a portion of the application fee, as determined by the State Board shall be sent to the State Treasurer.

  1. All Members failing to pay dues, fees, special assessments, or any State Board imposed fines, within 60 days after the due date of payment, will forfeit their rights to Membership and will be removed from the roll of membership, provided that prior to such removal the Member shall have been sent a notice per prepaid certified mail that such fees are in arrears and that failure to pay such amounts will cause such Members removal from Membership.

 

D.      Any State Board Member may be removed from the State Board of Directors at any time for good cause as determined by the State Board of Directors at a duly constituted State Board Meeting and by a two-thirds vote of those present who are entitled to vote. If any Directors are so removed, new Directors may be elected at the next Chapter Meeting and they will hold office for the remainder of the current term.  
     
ARTICLE IX – BYLAWS

The By-Laws will become effective immediately upon their adoption or amendment, and may be amended by:

1.         The affirmative vote of a simple majority of Directors voting at any regular or special meeting of the Association, provided that notice of any such meeting will have been given to the Directors at least fifteen days prior to the date of the meeting, at which meeting said amendment(s) is/are to be presented for consideration.  Directors not present at such meeting may vote by letter addressed to the Secretary and received by the Secretary before the meeting takes place.

2.         The ratification by all Broker Members.  Balloting will be conducted by mail or electronic transmission and will require two-thirds of all Members responding to approve such amendment.  Votes must be received by the State Secretary within thirty (30) days from the date of mailing or electronic transmission by the State Secretary who has notified the Members who are qualified to vote.
 
ARTICLE X – INDEMNIFICATION OF DIRECTORS

Each person who is or has been a Director of this Association and each employee of the Association acting in a managerial capacity and each member of the Association that served on any committee will be indemnified by the Association against expenses, including attorney's fees, necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which he/she is a party, alone or together with others, by reason of his/her being or having been a Director or an employee of this Association. Each person will also be reimbursed by the Association for any amounts paid by such person in the satisfaction of any judgement or settlement agreed upon by the Association in writing in connection with any such action, suit, or proceeding, unless the amount of such judgement or settlement is payable to the Association itself, or unless such person will be adjudged in such action, suit, or proceeding to be liable for misconduct in the performances of his/her duties to the Association.  The foregoing right of indemnification will be in addition to any other rights to which such person may be entitled as a matter of law.

CHAPTER ORGANIZATION

ARTICLE XI – CHAPTER ORGANIZATION

Chapters may be organized in any metropolitan or contiguous multi-county area within the State of Florida through the direction of the State Board of Directors, or upon the request of five or more Business Brokers.  New Chapter applications will be reviewed and approved by the State Board.  New Chapters will not be recognized as a new Chapter until a majority of their Members have attended the Mandatory Orientation Course.

ARTICLE XII – MEMBERSHIP APPLICATION

A.  Application for Membership will be made in writing on a form approved by the State Board.  Applications will be accompanied by the application fee.

B.  An applicant for Membership will supply satisfactory evidence that the applicant has established a favorable reputation in the community and in dealing with other Business Brokers, Clients, and Customers.  The State Board will set minimum standards and guidelines for Membership.

C.  The application will be reviewed by the Chapter Membership Committee and presented to the Chapter Board of Directors together with its recommendations.  The Chapter Board of Directors will review the application and New Member will be placed on a 180 day probationary period. Approval of the application will be by the Chapter Board of Directors by a simple majority vote. At the next scheduled Chapter Meeting, the Broker Membership will vote on the new Member application. A simple majority of those Members present will be required for approval of the applicant.  Upon approval from the Broker Members and upon the receipt of all dues and fees and the completion of the Mandatory Orientation Course by all Members of the new applicant's office who will be participating in Business Brokerage, the applicant will be considered a Broker Member of the Association.  A copy of the application will be forwarded to the State Board. 

D.  Applicants not accepted, as Members may not reapply for Membership within one year from date of rejection unless waived by the Chapter Board of Directors.

E.   MANDATORY ORIENTATION AND INDOCTRINATION

1.         All Brokers and Associates who engage in Business Brokerage will be required to attend a Mandatory Indoctrination and Orientation Course as authorized by the State Board of Directors.

2.         The course will be held a minimum of once per quarter at a place, date, and time as authorized by the local Chapter Board of Directors. Or by optional Orientation Video and followed by a one hundred question Test. A test score of 75% is required for passing and completing the Mandatory Orientation. The State Board shall provide the Orientation Video and Test.

3.         No Broker or Associate Member may enter a listing on the Multiple Listing System or be active in selling other Member's listings unless they are on the active roster of the Association.  To be placed on the active roster the Member must have paid all dues and fees and completed the Mandatory Orientation Course.  There will be a grace period for Broker Members and also Associate Members who join a Broker office, which will be the date of the second scheduled Orientation Course after being accepted as a Member, and have made payment of all dues and fees to the Association. 

4.         Failure to attend the Mandatory Orientation Course within the time limits will result in the following disciplinary action:
            a.         The Associate Member will be dropped from Membership with good cause, as determined by the Chapter Board of Directors.  All M.L.S. and all cooperating privileges with other Members will be suspended.
b.         If the Associate fails to attend the next scheduled Orientation Course, then the Associate will be suspended, unless such suspension is excused by the Chapter Board or until the Associate is reinstated by the Chapter Board of Directors.   During this time M.L.S. and co-operating privileges for that Associate will be suspended until reinstated by the Chapter Board of Directors.

ARTICLE XIII – MEMBERSHIP

A.    Membership in the Chapter will consist of four classifications:

1.   BROKER MEMBER: A Business Brokerage firm or a Business Brokerage Department of a real estate firm whose main office of business is in the local Chapter's Designated Territory.  Broker Members will have representation in the local Chapter through a Representative who will be the qualifier of the firm.  The qualifier could be the Broker or the Manager of the Business Brokerage Department.  However, the representative shall be qualified and approved by the Chapter Board.  One designated Alternative Representative may represent the firm when the Broker or Manager is unable to attend a meeting of the Membership.  The Alternative Representative shall have been approved by the Chapter Board prior to attending a meeting.  If a Member has no qualifier, then the Membership of the firm is automatically suspended until a new qualifier is approved by the Chapter Board.  Pursuant to the meeting schedule set forth in Article XIV sub paragraph E, all Associates working under the Broker Member who participate in any way with the listing, sale, or showing of business opportunities would also be suspended until a new qualifier is approved.  All Associates working under the Broker Member who participates in any way with the listing, sale, or showing of business opportunities must be a Member of the Florida Business Brokers Association

2.   BRANCH OFFICE:   A Branch Office shall mean an office which is in addition to the principal office and is owned and/or operated by the same corporation or same management as the Active or Affiliate Member.  The Branch Office must join the Chapter in the territory in which the Branch Office is located and that Chapter must allow that Member into their Chapter forthwith.  Such Branch Office will appoint a representative and an alternate to attend meetings of the Local Chapter. Such Chapter  will be subject to the same requirements as an active member.  If the Branch Member is a member of the Chapter in which the Main Office is the active Member, then the Branch Member will not have any voting rights.  If the Branch Member is situated outside of the territory of its Main Office, then such Branch Member will have full voting rights in Chapter issues.  The Branch Member will pay such membership fees and dues as may be decided from time to time by the Chapter in which such Branch Member is a Member.  The Branch Member will not have voting rights in State issues but will otherwise be subject to all requirements for Active Members.  All agents working under the Branch Member who participates in any way with the Listing, Sale, or Showing of Business Opportunities must be a Member of the Florida Business Brokers Association.

Vendors or its members providing products or services at a fee of $500.00, or more per quarter to the FBBA may not also be Broker Members due to possible conflict of interests.

3.   ASSOCIATE MEMBER:   An Independent Contractor who has his/her Florida Real Estate License placed with a Broker Member.  Associate Members must have on file with the Association a registration and must have paid all dues and fees as determined by the State Board of Directors and/or the Chapter Board of Directors.  Associate Members will only have representation in the Chapter through their Broker Members Representative.

4.   AFFILIATE MEMBER:  A professional or an organization whose business is related to the transfer of businesses from seller to purchaser.  The classifications may include, but is not limited to, attorneys, accountants, title companies, lending institutions, business appraisers, associations, franchisers, etc.  Affiliate Members will not have representation in the Chapter, but will be entitled to have one Member of its organization attend meetings of the Association.  The Affiliate Member will have the right to receive all the services and information available to Broker Members upon payment of the applicable fees.  An affiliate Member may serve on committees. They specifically are not entitled to access the Multiple Listing Service data.

5.  HONORARY LIFETIME MEMBERSHIP:   Honorary Membership is awarded to individuals who, in the opinion of their local Board of Directors, have contributed significantly over several years to the growth, expansion, guidance, and leadership of the Florida Business Brokers Association.  Nominees are nominated by their local Board of Directors and approved by the State Board of Directors.  The individuals given this recognition are exempt from paying dues, but not exempt from assessments, or attendance requirements, or any of the requirements of the By-Laws or Association Rules and Regulations.  Honorary Members will have the right to attend all meetings and may have the right to vote under another type of Membership.

B.    When the business of a Broker Member is sold or the majority shares of a Member corporation are sold so that control of the existing management changes, the existing Membership will be canceled forthwith.  The entity must reapply within thirty (30) calendar days for Membership in the same manner as a new application, except that no application fee will be imposed.  However, the entity may continue to operate under the former qualifier until the next Chapter Board meeting.  If the application is approved by the Chapter Board, the entity may continue to operate until the next Chapter meeting, at which time the Membership will vote to approve or reject the application.

C.    There is no limit on the number of Members the Chapter may admit.

D.    All Members, except Affiliate Members and Honorary Members, will be required to hold a valid and current Florida Real Estate License.

ARTICLE XIV – CHAPTER BOARD OF DIRECTORS

A.    Any Representative of a Broker Member of the Chapter who has paid their current dues is qualified to hold the office of Director.

B.    The Chapter Directors will exercise the powers of the Chapter and conduct its affairs.

C.    Each Chapter Directory will hold office for one year from the date of their election and until a successor is duly nominated and elected.

D.    The Chapter Board of Directors will consist of four persons elected from the Broker Membership, one of which will be elected President, one Vice-President, one Secretary, and one Treasurer, and it will also include the Immediate Past-President, for a total of five persons.  At the option of the Chapter Board of Directors, the number of Directors making up the Chapter Board may be determined by the Chapter from time to time, but may not be less that the aforementioned five Members but not more than Nine Members.  Two Members from the same office may sit on the Chapter Board of Directors, but they would only represent one vote. New Chapters not having an Immediate Past-President will elect a Director-at-Large from the Broker Membership of that Chapter.

E.    The Chapter Board of Directors will hold at least four meetings each year following the annual meeting of the Members and at such time and place as set out by the President.  Special meetings may be called by the President or by two Chapter Directors by giving notice to the Secretary in writing.  The meetings will be presided over by the President, or in his/her absence, by the Vice-President.  The Secretary will take minutes of all meetings of the Chapter Board which, upon approval, will be forwarded to all Chapter Directors.

F.    The entire Chapter Board or any individual Chapter Director may be removed from office at any time at a duly constituted Chapter Membership meeting and by a vote of two-thirds of those present who are entitled to vote.  Until such time as a new Chapter Board of Directors is elected, the Chapter will be under the sole administration of the State Association Board of Directors.  If any or all of the Chapter Directors are so removed, new Chapter Directors may be elected at the same meeting and they will hold office for the remainder of the current term.

G.    Neither the Chapter Directors nor their respective companies will be held personally or corporately liable for the debts, liabilities, or other obligations of the Chapter.

H.    Associate Members who hold a Broker or Broker/Salesman license with the Florida Real Estate Commission may be invited to attend meetings of the Membership upon specific request of the Member Broker or the Manager of the Business Brokerage Department.  Their presence at such meetings will be for whatever knowledge and expertise that such persons may input into discussions and considerations coming before the Membership, but they may not vote on any Association State matter.  Associate Members are allowed to vote at the local level.  These qualifications, as well as other requirements to maintain voting privileges, would be determined by each local Chapter.

I.     Unless otherwise dealt with in these By-Laws, any issue shall be handled by the Chapter where such issue arose.

 

ARTICLE XV – CHAPTER OFFICERS

  1. The officers of the Chapter shall be the President, Vice-President, Secretary and the Treasurer.  One person may not hold more than one Chapter office at a time.   Any officer, may hold the same office for more than two consecutive annual terms.

 

B.        The duties of the officers will be as follows:

  1. PRESIDENT:  The President will be the Chief Executive Officer of the Chapter and will perform all duties incidental to this office or as required by law.  He/She will preside at all meetings of the Chapter Board and Membership meetings and will appoint all committee chairpersons.  He/She will have a vote on all Chapter matters.  The President shall have the power to spend or authorize the expenditure of a limit as determined by the Chapter Board of Directors without Board of Directors approval on anything that has been approved in advance by the Board of Directors.

 

  1. VICE-PRESIDENT:  In the absence of the President, the Vice-President will preside at meetings of the Chapter Board and the Membership.  The Vice-President will be responsible for the programs and arrangements for the meetings.  He/She will perform such other duties as may be prescribed by the Chapter Board or by law.  He/She will have a vote on all Association matters.
  1. SECRETARY:  The Secretary will be the custodian of all records and a Membership book of Members, which book will show dates of acceptance and termination, the official mailing addresses of the Members.  He/She will keep a book of minutes of all meetings of the Chapter Board and the Membership Meetings, and will make such records and books available at reasonable times to any Chapter Member or the State Association Board.  The Secretary will perform all duties generally incidental to the office, or as may be required by the Chapter Board or by law.

 

  1. TREASURER:  The Treasurer will receive, deposit and disburse all funds of the Chapter and will maintain correct accounts of all transactions.  He/She will render reports to the Chapter Board and the Members upon their request, and prepare financial statements to be presented to the Membership at the annual meetings and a quarterly financial statement to the State Association Board.  The Treasurer will perform all duties incidental to the office, or as may be required by the Chapter Board or by law.

ARTICLE XVI  -  CHAPTER MEETINGS OF MEMBERS

A.    Meetings of the Membership will be held at the principal office of the Chapter or at   such other place or places within the local Chapter’s Territory, or as may be      designated from time to time by the Chapter’s Board of Directors. The Membership            
         will hold a minimum of four meetings each year following the annual meeting of the      
         Members.

B.    During any twelve-month period, a Representative, or his/her designated Alternative Representative, missing three meetings will be issued a written warning, and if a fourth meeting is missed, the Chapter Board will have the right to recommend expulsion to the Membership after all the circumstances have been reviewed.  The Membership can then expel said Member with a two-thirds vote.

C.    Nomination of Chapter Officers will be held in February of each year, election of Officers in March, and installation on or before May 1st.

D.    Special meetings may be called by the President, any two Chapter Directors, or by not less than twenty percent of the Membership.  Such meetings are to be held at a time and place as may be designated by the Chapter Board.

E.    Printed notice of the time, date, and place of every annual or special meeting will be delivered by U.S. Mail or by Electronic Transmission at least fifteen days prior to such meeting.

F.    Each Broker Member that does not have another office in the same Chapter is entitled to one vote on each matter through its Representative.  Voting will be by voice unless twenty percent of the Members entitled to vote demand voting by ballot.  Voting by proxy, by mail, or by Electronic Transmission will not be permitted.

G.    The presence of not less than the simple majority of the Representative and/or Broker Members will constitute a Quorum and will be necessary to conduct the business of the Chapter.  A quorum will be required for election of Chapter Officers and Directors.

H.    The Representative of the Members' company may invite one person from his/her company to the meetings of the Membership.  Such person may not vote on any Association matter.

ARTICLE XVII – CHAPTER DUES AND FEES

A.    Chapter dues, dues payment schedules, and special assessments will be determined from time to time by the Chapter Board of Directors.

B.    Any Member failing to pay Chapter dues, fees, or special assessments without good cause, within 60 days after the due date of payment, will forfeit their rights to Membership and will be removed from the roll of Membership, provided that prior to such removal the Member shall have been sent a notice per prepaid certified mail that such dues are in arrears and that failure to pay such amounts will cause such Member’s removal.  Such forfeiture of Membership shall be determined by the Chapter Board of Directors at its next meeting.

C.    Chapters will be responsible for billing and collecting all State and Chapter Membership dues and fees and special assessments.  All monies collected on behalf of the State will be forwarded with a report to the State Treasurer by the 10th of the following month.

D.      Annual dues will be pro-rated for new Members accepted by the Chapter Board of Directors and approved by the Chapter Membership depending on the month of entry, as follows: May through July – 100%, August through October – 75%, November through January – 50%, February through April – 25%.

ARTICLE XVIII – CHAPTER COMMITTEES

The Chapter Board may create any committee deemed necessary or desirable to serve the purposes of the Chapter.  The President will appoint the Chairperson and will be an ex-officio Member of any such committee.  No committee will incur any financial obligation to the Chapter without authorization of the Chapter Board.

ARTICLE XIX – QUORUM AND VOTING

A.   The presence of not less than the simple majority of the Chapter Directors will constitute a quorum and will be necessary to conduct the business of the Chapter at any duly called meeting of the Board of Directors.

B.    Each Chapter Director will have one vote. It will require the majority vote of those Chapter Directors in attendance for passage of a seconded motion.

C.        The current addition of Roberts Rules of Order (Newly Revised) shall be recognized as the authority governing the proceedings of the Chapter Board of Directors in all cases not provided for in these By-Laws or in the standing rules.

ARTICLE XX – INDEMNIFICATION OF CHAPTER DIRECTORS AND      
                            OFFICERS

Each person who is or has been a Director of a Chapter will be indemnified by the State Association against expenses, including attorney's fees, necessarily incurred by such person in connection with the defense or settlement of any action, suit, or proceeding to which he/she is a party, alone or together with others, by reason of his/her been or having been a Director an Officer or served on any committee acting in a managerial capacity in a Chapter.  Each person will also be reimbursed by the State Association for any amounts paid by such person in the satisfaction of any judgement or settlement in connection with any such action, suit, or proceeding, unless the amount of such judgement or settlement is payable to the State Association itself, or unless such person will be adjudged in such action, suit, or proceeding to be liable for misconduct in the performances of his/her duties to the State Association or Chapter.  The foregoing right on indemnification will be in addition to any other rights to which such person may be entitled as a matter of law.

ARTICLE XXI – BYLAW AMENDMENTS

No Chapter will be entitled to alter or amend any or all of the By-Laws, but may make written suggestions to the State Board of Directors for such alterations or amendments through the Chapter Board of Directors.  The aforementioned will also apply to all forms and documents approved by the State Association for use by the Members.  No Member will be entitled to use any form or document prepared by the State Association unless it is in the exact form as is handed down by the State Association, and they will bear the State Association name and are to be used with and/or between Association Members.

ARTICLE XXII – CODE OF ETHICS

A.   Members should keep themselves informed as to trends affecting business opportunities.

B.    Members will make a reasonable effort to protect the public and all parties to a transaction against fraud, misrepresentation, or unethical practice.

C.    Members will recommend that clients and customers use attorneys and tax accountants for independent advice on transactions.

D.   Members will use their best efforts to see that financial obligations and commitments of all parties to a transaction are in writing and that copies of such agreement(s) have been received by all parties.

E.    Members will not receive compensation from more than one party without the full knowledge of all parties to the transaction.

F.    The exclusive listing of businesses should be urged and practiced by Members.

G.   Members will not serve as both principal and/or broker or appraiser of a transaction unless full disclosure is made in writing to all principals involved.

H.   Members should not undertake to make business appraisals that are outside or beyond the scope of their experience without first obtaining the assistance of an authority on such types of businesses.

I.     Members should seek no unfair advantage over their fellow Members and should willingly share with them the lessons of their experience and study.

J.     Members will cooperate with other Members on businesses listed.

K.   In the absence of a prior written agreement, fees or compensation for completing a transaction will be split on a fifty-fifty basis between Member firms, such fees or compensation to be paid promptly upon receipt of same.

L.    Members will not deny equal professional services to any person(s) for reasons of race, color, religion, gender, or country of national origin.

ARTICLE XXIII – COOPERATION AGREEMENT BETWEEN MEMBERS

A.    Broker Members will at all times maintain on file with the State M.L.S. information pertaining to all of their (exclusive right-of-sale and exclusive agency listings) unless excused by the guidelines set by the State Board from time to time.

B.    Broker and Associate Members will furnish the State M.L.S. information about their listings as specified by the State Board of Directors within seven days from the date of listing and within seven days of any changes to the listing.

C.    The Association will make available to all Broker and Associate Members listing information submitted by its Members through the State Multiple Listing System.

D.    Members will cooperate in the showing of businesses listed under Paragraph A above with other Members through the Listing Brokers, who may, in their sole discretion, elect whether or not they wish to be present for said showings.

E.    Members will submit all bona fide written offers received on any business listed with another Member directly to the Listing Broker, and will not, under any circumstances, present any offer directly to the owner of said business without the prior written approval of Listing Broker.

F.    Members will, in a timely manner, present to the owner of any business listed by them, all bona fide written offers received from other Members, and will immediately notify said Members upon acceptance or rejections of any offers submitted.  Selling  Agent will also have the right to be present when listing agent presents any offer. The decision to accept or reject an offer remains with the seller at all times.

G.    Members will not disclose one buyer's offer to another buyer as a sales technique.

H.    The total compensation paid on the sale of any business made pursuant to the provisions of this Agreement will be divided equally between the Listing Broker and the Selling Broker, unless otherwise agreed to in writing.  Either Broker may reduce or alter its share of the compensation as long as the share of the other Broker remains unchanged.

I.     No listing Broker can specify the form that the Selling Broker may use in the presentation of an offer.

J.     Members will not advertise any business which is not listed by them without the prior written consent and approval of the Listing Broker.

K.    Failure of the Member to comply with any of the provisions of this Agreement will be grounds for disciplinary action against said Member in accordance with Article XXIV.

L.    The use of the Confidentiality/Disclosure Statement form is Mandatory and shall be used by all Members without exception.

ARTICLE XXIV – DISCIPLINE CHAPTER LEVEL

A.   All Members of the Association, regardless of class of Membership, are subject to the rules and regulations as are herein set forth or may be made from time to time.

B.    The responsibility of disciplining any Member shall be the responsibility of the Chapter where such member holds their primary Membership.

C.    The procedure for handling disciplinary problems will be as follows:

1.   Where any person, whether a Member of the Association or a Member and/or of the public alleges that a Member has violated any rules or regulations and By-Laws of the Association, whether contained herein or otherwise and including "The Code of Ethics", including when a Member has been convicted, adjudged, or otherwise recorded as guilty of a felony, or a crime involving moral turpitude, or has violated a provision of the Florida Real Estate Commission or an order of Florida Real Estate Commission, a complaint shall be recorded in writing,  and mailed to the Chapter President by prepaid, certified mail or handed personally to the Chapter President.  A copy shall likewise be mailed by prepaid, certified mail to the alleged offender.  Complaints filed later than 180 days after the facts become known to the complainant shall not be considered.

2.   Within 10 days of the receipt of such notification, the President shall forward a copy of the complaint to the Disciplinary Committee.  Such panel shall at all times consist of an uneven number of Members and should any Member resign or be unable to fulfill his/her duties the President shall appoint another Member to fill such vacancy.

3.   The Disciplinary Committee shall review such complaint and documentation and should it find that a hearing is not warranted, it shall notify the Complainant thereof and, except for an appeal as hereinafter specified, such action shall dismiss the complaint.

4.   A copy of such complaint shall be handed to each Member of the Disciplinary Committee and the Chairperson of the Disciplinary Committee, (who is appointed by the Chapter President), shall call upon the respondent to answer such complaint in writing within 10 days after the date of mailing such complaint to the respondent by prepaid, certified mail.

5.   Within 10 days after receipt by the Chairperson of the Respondent's answer, the Chairperson shall convene a meeting of the Disciplinary Committee and shall notify the parties of such hearing date by prepaid, certified mail.  A copy of the Respondent's answer shall be immediately distributed to all Members of the Disciplinary Committee.  All complaints, replies, and other documents shall be kept confidential by the Disciplinary Committee.

6.   The parties may be represented by counsel or other authorized representative.  All hearings shall be in private and only persons with a direct interest in the hearing shall be entitled to attend.  The Chairperson shall have the power to require the exclusion of any witness, other than a party or other essential person, during the testimony of any other witness.

7.   The Chairperson may for good cause postpone any hearing upon the request of any party or the Chairperson's own decision.

8.   The Committee shall hear the complaint under oath in such order as it may decide and upon completion shall make a decision by a majority decision.

9.   The Chairperson shall be the judge of the relevance and materiality of the evidence submitted.  Any evidence may be given by affidavit but it shall only have the weight of evidence that the Chairperson so decides, after giving consideration to all circumstances.

10. The Committee may proceed in the absence of any party, who after due notice, fails to attend.

11. The parties may also use facsimile transmissions or other forms of electronic communication to give notices required hereunder.

12. The decision of the Disciplinary Committee shall be in writing and signed by all Members who shall sign their signature on the decision thereto.

13. The Disciplinary Committee may enforce the following penalties:

a.        A warning by the Committee with documentary information placed in the Member's file.

b.        A written letter of reprimand with a copy placed in the Member's file.

c.        An appropriate and reasonable fine not to exceed $1,000.00 per infraction, the proceeds whereof shall be placed to the benefit of the General Fund.

d.        Membership of such person, or his/her partnership or company, being placed on probation for a period not to exceed one year.  Conditions of probation to be determined by the Chapter Board of Directors.

e.        The Membership of such person, partnership, or corporation may be suspended for a period not exceeding one year with an automatic reinstatement of Membership in good standing at the end of the specified period of suspension.

f.        Expulsion from Membership of the Association shall be determined pursuant to the By-Laws.

14.        A Member shall be responsible for any act of a person who is not member of the Association and who may be employed or affiliated with a Member, such as an Independent Contractor, Salesperson, or Broker-Salesperson.  Lack of knowledge of such person's conduct may only mitigate the decision of the Committee.

15.       The decision of the Committee shall be subject to an appeal to the State Board of Directors who shall, through its Chairperson, appoint a State Appeals Committee.  The appeal must be lodged within 21 days after the decision is delivered in terms of paragraph (12) above.  The appeal shall be in writing setting forth the grounds of appeal. Each party to the appeal shall place on deposit with the association, $1000.00 for the State Appeals Committee's expenses. The appealing party shall submit $1000.00 with the appeal. The Respondent shall have 10 days after notification of appeal to submit their $1000.00. In the event Respondent does not submit the $1000.00 they will be in default and the other party shall prevail. The prevailing party to the appeal shall be returned the $1,000.00 deposit. The Chairman of the appeal shall be charged with the responsibility of making every attempt to keep the cost of the appeal process below $1,000.00. The appeal will not be heard from the State Appeals Committee until the State Treasurer receives cleared funds for any and all fines and penalties that were levied against the member asking for the appeal.

        An Appeal Committee shall be appointed by the Chairperson of the State              Board of Directors and shall consist of five members, including a Chairperson, of the Committee, over which this Chairperson shall preside.  Such Chairperson shall be elected by its members.

        The Committee Chairperson shall at his/her convenience cause a hearing to be held at such place and time as he/she may decide and shall notify the parties thereof.  No further evidence shall be submitted unless the Chairperson, after receiving in writing from the parties, a valid reason why such evidence was not submitted at the hearing and rules that such evidence will be accepted.

        The Chairperson may rule that the evidence shall be submitted to the original Disciplinary Committee who shall reopen the hearing and may revise their decision based thereon or he/she may decide to accept evidence in affidavit form.  The State Appeals Committee shall make whatever decision it thinks fit and such decision shall be final and binding on all parties thereto.

Disputes between Members who belong to different Chapters shall be settled by and an uneven number of members of the Disciplinary Committee of an independent Chapter and/or Chapters appointed by the State Chairperson with all rights of appeal and hearings as set out in Article XXIV.

To re-join they must be approved by the State Board of Directors and must pay all outstanding monies owed the FBBA and/or any monies as levied by the Grievance Committee or Appeal Committee.

D.   Broker Members shall be responsible for the acts of its Associates.

E.    "Good Cause" as used herein shall mean that the Member has:

1.   Failed to abide by the By-Laws, Code of Ethics, or the Cooperation Agreement of the Association, or

2.   Demonstrated incompetence in the field of Business Brokerage, or has dealt in an unfair or fraudulent manner towards the Public or any Member of the Association.