BYLAWS
SUNSHINE STATE TICKETING ASSOCIATION
Sunshine State Ticketing Association is chartered as a nonprofit corporation under and by virtue of the laws of the State of Florida, as contained in Chapter 617, Florida Statutes, (Florida Not For Profit Corporation Act). The purposes of this corporation are limited to those permitted under Section 501(c)(6) of the United States Internal Revenue Code.
Section 1: Official Name – Sunshine State Ticketing Association
Section 2: Assumed Name – For purposes of advertising and promotion, the corporation may at times utilize the assumed name of “Florida Ticketing,” “SSTA,” or “Florida Ticketing Association,” however, the official name shall remain the binding corporate name to transact business
Section 3: Location – The principal office of the corporation and its registered agent shall be located in Tallahassee, Florida. This designation may be changed from time to time only by official action of the Board of Directors with the filing of an appropriate certificate with the Florida Secretary of State
Section 1: Mission - To advance the common business and professional interests of ticketing professionals in Florida by promoting collaboration, education, and advocacy that strengthen the live event and attractions industry.
Section 2: Restrictions – The Corporation shall not restrict membership on the basis of race, religion, gender, or national origin, nor shall it engage in any activity that would disqualify it from exemption under Section 501(c)(6) of the United States Internal Revenue Code.
Section 1: Eligibility – Membership shall be open to individuals and organizations engaged in professions or businesses that support or advance the ticketing, admissions, and guest services functions of Florida’s live event and attraction industries, subject to eligibility criteria and approval procedures as may be established by the Board of Directors.
Section 2: Membership Authority and Fees – Membership shall be granted and maintained in accordance with membership terms, classifications, and dues structures adopted by the Board of Directors from time to time by resolution or policy.
The Board of Directors shall have full authority to establish, modify, and administer membership periods, renewal cycles, fees, proration rules, and related administrative provisions as it deems appropriate to further the purposes of the Corporation.
All members shall be subject to the membership policies and procedures in effect at the time of enrollment and renewal.
Membership is a privilege granted by the Corporation and shall be governed exclusively by policies adopted by the Board of Directors, which may be amended at any time.
Section 3: Voting Privileges – According to their category of membership, each member in good standing shall have one vote on motions presented at the Annual Meeting of the members and at special scheduled meetings of the members of the corporation. Membership does not allow any rights or interest in the assets or income of the corporation. No proxy voting shall be permitted. Members hold voting rights only as specified in these Bylaws; all other rights and privileges of membership are administrative and governed by policies adopted by the Board of Directors.
Section 1: Governance – The business, property, and programs of this corporation shall be managed and controlled by a Board of Directors consisting of not less than four (4) and not more than fifteen (15) duly elected voting members. The Board of Directors retain those powers granted under Florida Statutes which permit all necessary and convenient actions to affect all the approved purposes for the Sunshine State Ticketing Association.
Section 2: Terms of Office – Directors elected at Annual Meetings shall serve a three-year term. A full term commences with the date of election. Directors are limited to two consecutive full terms with an ineligibility period of one year following the expiration of a second full term. Each Director must maintain member-in-good-standing status.
Section 3: Vacancies – Vacancies shall include both vacated and unfilled seats on the Board of Directors. Vacancies which occur on the Board shall be filled by the Board of Directors without member vote upon recommendation of the President for the remaining, unexpired term of an absent Director or for an unfilled seat. Such appointments commence on that date and end at an appropriate and subsequent Annual Meeting of the corporation. Such Directors appointed for a term of less than two years shall then be eligible for an additional two full terms as defined in these Bylaws.
Section 4: Ex Officio Board Members – Others may be appointed by action of the Board to serve as advisors, managers, or participants in special activities and serve as a nonvoting, ex officio member of the Board of Directors. Ex officio status shall continue until the next Annual Meeting of the corporation.
Section 5: Transitional Roles and Duties – The roles of President-Elect and Immediate Past President shall be transitional leadership positions of the Corporation.
The President-Elect shall assist the President and prepare to assume the office of President at the conclusion of the President’s term, and shall perform such other duties as may be assigned by the Board of Directors.
The Immediate Past-President shall serve on the Board of Directors in an ex officio, voting capacity for a period of one (1) year following completion of the President’s term, regardless of whether the Immediate Past-President’s elected term as a Director has otherwise expired. The Immediate Past-President shall be an ex officio Director with full voting rights, notwithstanding the election, term, and vacancy provisions of this Article. In this capacity, the Immediate Past-President shall serve in an advisory and continuity role to the Board and shall perform such duties as may be assigned by the Board. The Immediate Past-President shall not be an officer of the Corporation unless separately elected or appointed in accordance with these Bylaws. The Immediate Past-President shall not be counted toward the numerical limits of the Board set forth in Section 1 of this Article.
Section 6: Attendance Rule – Each Director is expected to attend all regular meetings of the Board of Directors, all special meetings, and the Annual Meeting of the Corporation. A Director who has excessive unexcused absences may be removed from the Board of Directors by a majority vote of the remaining Directors.
Section 7: Compensation – Directors shall be volunteers and shall receive no compensation for their services, except on occasion for certain expenses directly related to the mission and purposes of the corporation as may be approved by the Board of Directors.
Section 8: Commitment and Ethics Rule – Each Director must maintain a high commitment to the stated mission and goals of the Sunshine State Ticketing Association and exhibit the highest ethical standards in the conduct of business as suggested among nonprofit organizations. Those Directors brought into question under this rule shall have a hearing before a special committee of the Board and, when their behavior is judged to be in conflict with the mission or ethical obligations of their role, or found to be incompatible with the best interests of the corporation, shall be removed from the Board of Directors.
Section 9: Transitional Provision – Founding Directors – Notwithstanding the standard Director term provisions of this Article, Directors serving at the time of the Corporation’s first Annual Meeting of the members following the adoption of these Bylaws shall serve an initial transitional term of two (2) years commencing on the date of such Annual Meeting. Directors shall continue to serve until their successors are duly elected and qualified. Upon completion of this initial transitional term, all Directors shall thereafter be subject to the standard term limits, eligibility requirements, and election provisions of this Article without exception.
Section 1: Annual Meeting – An Annual Meeting of the corporation and its members shall be held each year. A simple majority of the members in good standing being present shall constitute a quorum for the conduct of business with, thereafter, a simple majority vote required for action on motions. For the purposes of determining quorum and voting eligibility, the record date shall be the date on which notice of the meeting was issued.
Section 2: Meetings & Notice – As a minimum, regular meetings of the Board of Directors shall be held quarterly, according to a schedule announced by the President at the Annual Meeting. Special called meetings of the Board of Directors or of the members of the corporation, as applicable, shall be held at the discretion of the President or by written request by a majority of the Board of Directors or upon written request by ten (10) percent of the corporation’s members-in-good-standing. Notices for such special meetings shall be provided by telephone, posted mail, or electronic communication at least two (2) days before the announced time, date, and place. Meetings may be conducted by electronic means as permitted under Florida law.
Section 3: Quorum & Voting – A simple majority of Directors being present shall constitute a quorum for the conduct of business with, thereafter, a simple majority vote required for action on motions. Each duly-elected Director shall have one vote. Voting by proxy shall not be permitted. The quorum and voting requirements set forth above apply to meetings of the Board of Directors only. Voting rights and quorum requirements for meetings of the members are governed by Article IV and Article VI, Section 1 of these Bylaws.
Section 4: Rules of Order & Meeting Records –The President, or the President’s designee, shall distribute an agenda to the officers in advance of each meeting, when practicable. Minutes reflecting actions taken and attendance at such meetings shall be prepared and maintained as part of the Corporation’s records.
Section 1: Officers – Officers of the corporation shall include a Board President, a Vice President, a Secretary, and a Treasurer. All such officers must be duly elected from among voting members of the Board of Directors.
A: Duties of the Board President – The President shall preside at all meetings of the Board of Directors, appoint committee chairs, exercise general oversight of corporate business and perform such other duties as may from time to time be assigned by the Board of Directors. The President, or a designee, may serve as an ex-officio member of those standing and special committees established by the Board. By invitation of the Board the immediate past Board President may serve as a voting member of the Board of Directors for a period of one (1) year.
B: Duties of the Vice President – The Vice President shall serve concurrently as President-Elect and shall be expected to succeed to the office of President upon the expiration of the President’s term, unless otherwise determined by the Board of Directors. Such succession shall occur without the need for further election. Upon disability or absence of the President, the Vice President shall perform the duties of the Board President and such other duties as may be assigned by the Board of Directors. The Vice President organizes the corporation’s Annual Meeting and may serve as an ex-officio member of all committees.
C: Duties of the Secretary – The Secretary shall record the minutes of all meetings of the Board of Directors, maintain records of committee meetings, oversee the maintenance of membership lists, provide for the safe keeping of all official contracts and records of the corporation and publish notices of scheduled meetings as required in these Bylaws.
D: Duties of the Treasurer – The Treasurer shall be responsible for the prompt deposit of all receipts, an accurate accounting of income and expenditures, and shall present a written financial report to the Board of Directors at quarterly meetings. The Treasurer shall maintain the financial records of the corporation using acceptable accounting practices and shall perform those other duties inherent to the office of Treasurer.
Section 2: Election and Term of Office – Election of officers shall occur each year during the first Board Meeting after the Annual Meeting, following a nomination process and subsequent vote by the Board of Directors. Each officer shall serve for a period of one (1) year. All vacancies in these offices shall be filled by the Board of Directors for the remainder of the unexpired term.
No Director shall be eligible for election to the office of Vice President unless the Director is eligible to serve a full term as President under the Board term limits set forth in these Bylaws.
Section 3: Transitional Provision – Initial Organizational Year – Notwithstanding the officer provisions of this Article, prior to the Corporation’s second Annual Meeting of the members following adoption of these Bylaws, the Corporation shall not elect or appoint a Vice President. During this initial transitional period, the duties ordinarily assigned to the Vice President may be performed by the President or such other officer or Director as designated by the Board of Directors. Beginning with the first annual election of officers conducted at or following the Corporation’s second Annual Meeting of the members, the office of Vice President shall be filled in accordance with these Bylaws.
Section 1: Committees – The Corporation shall have two types of committees: Standing Committees that address ongoing needs of the corporation and Special Committees that address tasks, issues or needs of a shorter term and/or finite duration. Each committee shall prepare and maintain a written plan of work that has been approved by the Board of Directors. No committee (except the Finance Committee) is authorized to make binding decisions for the corporation that are not within its approved plan of work. At each regular meeting of the Board of Directors, there shall be a verbal report from each Standing Committee and Special Committee. Each committee must promptly submit a written record of its activities to the Secretary of the Board of Directors.
Section 2: Executive Committee – The Executive Committee may convene in matters of urgency or expediency between regular meetings of the Board of Directors, as determined by the President or at the request of at least three (3) members of the Executive Committee. The Executive Committee shall act in an advisory capacity to the Board of Directors and may take interim actions necessary to address time-sensitive matters, subject to review and ratification by the Board of Directors at its next regular meeting. Individuals shall serve on the Executive Committee for so long as they hold a qualifying office in the Corporation. The President of the Board shall serve as Chair of the Executive Committee. All meetings and actions of the Executive Committee shall be recorded in writing and presented to the Board of Directors.
Section 3: Membership Committee – The Membership Committee shall identify and encourage others to join the Sunshine State Ticketing Association. Additionally, they are responsible for promoting membership, acquiring new members, maintaining the current membership list, maximizing membership engagements, participating in planning/staging of the Annual Meeting.
Section 4: Finance Committee – The Finance Committee shall have a responsibility to advise the Board on appropriate budgeting and accounting practices as a nonprofit corporation. Other functions of this Committee shall be to propose an annual budget and to monitor income and expenditures and conduct an audit as directed by the Board. The Treasurer of the corporation shall serve as Chair. All Finance Committee members must be Board members. In matters of extreme urgency the Finance Committee shall advise the Executive Committee, who retain authority to act subject to Board ratification.
Section 5: Special Committees – Administrative, managerial, advisory, and special project committees or subcommittees may be established by the President as deemed necessary for the efficient operation of the corporation. Each committee thus created shall advise the Board of Directors on matters related to achieving the stated mission and goals of the Sunshine State Ticketing Association.
Section 6: Committee Membership – A Committee chair shall appoint all committee members. Standing Committees must be chaired by a current member of the Board of Directors. Unless otherwise stated in these Bylaws, Standing Committees must have a majority of committee members who are also members-in-good-standing of the corporation.
Section 7: Terms of Committee Membership – Members of standing committees shall serve one year or until the next Annual Meeting of the corporation, whichever occurs first. At the discretion of the President, members of Standing Committees may continue to serve until a successor is appointed. Members of Special Committees shall serve for one (1) year or less, as specified when the committee is established.
Section 1: Fiscal Year – The Corporation’s financial year shall commence on the first day of July in each calendar year.
Section 2: Records and Reports – Finances of the corporation shall be maintained using accounting practices appropriate to the size and activities of the Corporation and consistent with generally accepted accounting principles. Records shall be kept in such a manner as to facilitate the preparation of quarterly financial reports for the Board of Directors and membership.
Section 3: Deposits and Disbursements – All non-payroll disbursements greater than an amount established by Board policy from the corporation’s accounts shall be made only with the approval of two authorized representatives, including the Treasurer and one other member of the Executive Committee. Non-payroll disbursements of a lesser amount may be initiated by a member of the Executive Committee in accordance with financial controls adopted by Board policy.
Section 4: Audits – The financial statements of this corporation shall be audited periodically as determined by the Board. Such audit shall be made by a competent, certified public accountant of recognized standing who is not an officer of the corporation. Upon written request, audit reports shall be made available to corporation members and to any appropriate judicial authority.
Section 1: Authority to Dissolve
The Corporation may be voluntarily dissolved only in accordance with Chapter 617, Florida Statutes, and these Bylaws. Dissolution shall require the affirmative vote of three-fourths (3/4) of the members voting at a duly called meeting of the members.
Section 2: Inactivity Review
If the Corporation fails to hold any duly noticed meeting of the Board of Directors or the membership and conducts no material programmatic or financial activity for a period of twelve (12) consecutive months, the Corporation shall be deemed inactive for purposes of this Article
Section 3: Mandatory Action Following Inactivity
Within sixty (60) days after the Corporation becomes inactive under Section 2, the Board of Directors shall take one of the following actions:
a) adopt a resolution to resume active operations and establish a schedule of meetings and activities; or
b) adopt a resolution recommending dissolution and call a special meeting of the members for the purpose of voting on dissolution
If the Board of Directors fails to act as required under Section 3, any Director, Officer, or group of members meeting the threshold to call a special meeting under Article VI may petition for the initiation of dissolution proceedings. Upon such petition, the Board shall promptly call a special meeting of the members for consideration of dissolution.
Upon dissolution, all assets and funds of the Corporation, after payment of all liabilities and obligations, shall be distributed to one or more nonprofit organizations exempt under Section 501(c)(6), Section 501(c)(3), or another applicable Revenue Code, provided that such organization or organizations are organized and operated for purposes consistent with the mission and exempt purposes of the Corporation, as determined by the Board of Directors. No part of the assets shall inure to the benefit of any director, officer, member, or private individual.
If at the time dissolution is considered the Corporation has no members in good standing entitled to vote, the authority to approve dissolution shall vest in the Board of Directors, acting in accordance with Chapter 617, Florida Statutes.
These Bylaws may be amended only by the affirmative vote of two-thirds (2/3) of the members present and voting at a duly called meeting of the members.
Amendments may be proposed by the Board of Directors or by written petition of not less than ten percent (10%) of the members in good standing and entitled to vote at the time the petition is submitted to the Board of Directors.
The text of any proposed amendment shall be provided to all members at least ten (10) days prior to the meeting at which the amendment will be considered.