North American Formal Apparel Association

Membership<br /> application form Background

Membership
application form

Join the North American Formal Apparel Association (NAFAA)

Please complete the form and payment info below to join NAFAA. Once you submit your application and payment, you’ll receive a confirmation email with next steps and membership details.

Enter Full Name

Title (if on behalf of Company)

Email Address

Phone Number

Membership Category

Producer Member - Designer or manufacturer of formalwear apparel (e.g., wedding, prom, quinceañera)

Designer/Manufacturer - $5000.00

Accessory Manufacturer - $2500.00

Active Community Member - Boutique, shop, or retail outlet offering formalwear apparel to the public $250.00

Industry Associate Member - Organization or service provider supporting the formalwear industry

(minimum suggested $2,500)

Additional Donation

Total Fee - $

Membership dues are not deductible as charitable contributions for federal income tax purposes. A portion of dues may be deductible as a business expense; however, dues used for lobbying or political purposes are not deductible. NAFAA will provide an annual notice identifying the non-deductible portion, if any, of dues under Section 162(e)(3) of the Internal Revenue Code.

Company Information (if applicable)

Company Name

Business Address

City

State

Zip Code

Billing Information (payment will only be collected once application is reviewed and accepted)

First Name

Last Name

Company Name (optional)

Billing Address

City

State

Zip Code

Card Number

Expiration Date

Security Code

Acknowledgment and Agreement

By submitting this application, I acknowledge and agree to the terms & conditions:

I will abide by the NAFAA’s Bylaws, Participation Policies, and any other applicable rules and procedures. See complete bylaws here.

I understand that Initiation Fees membership dues are non-refundable

I grant the NAFAA permission to use my name and logo in connection with member listings and promotional materials

I understand that membership may be terminated for failure to comply with the  NAFAA’s governing documents or pay required dues

Membership / Bylaws Considerations

By submitting this application, the applicant affirms that they (or their organization):

Meet the eligibility requirements for the selected membership category

Support the purposes and mission of NAFAA

Agree to abide by NAFAA’s Articles of Incorporation, Bylaws, and all participation policies adopted by the Board of Directors

Acknowledge that Producer Members are the only membership class entitled to voting rights under the Bylaws

Thank you for your application! Someone from NAFAA will review your application and reach out with any further questions.

NAFAA’S BYLAWS

Bylaws of The North American Formal Apparel Association, Inc.

d/b/a North American Formal Apparel Association

A State of Florida Nonprofit Corporation ( adopted on June 5, 2025)

ARTICLE I. PURPOSE

Section 1.01. Code Section 501(c)(6) Purpose.

The purposes for which The North American Formal Apparel Association, Inc. d/b/a North American Apparel Association (the “Corporation”) is organized are as follows:

The Corporation is formed as a business league within the meaning of Section 501(c)(6) of the United States Internal Revenue Code of 1986, as amended (hereinafter referred to as the “Code”). All references to the Code contained herein are deemed to include corresponding provisions of any future United States federal tax code.

The Corporation may exercise all of the rights and powers conferred on not-for-profit corporations under the laws of the State of Florida, including but not limited to Chapter 617, Florida Statutes (the “Florida Not For Profit Corporation Act” or “Act”).

Notwithstanding any of the above statements of purposes and powers, the Corporation shall not engage in any activities or exercise any powers, whether express or implied, so as to disqualify the Corporation from exemption from federal income tax under Section 501(a) of the Code by reason of being an organization described in Section 501(c)(6) of the Code.

Section 1.02. Specific Purpose: The Corporation is organized to establish a non-profit business league that will promote, support and advocate for the common interests of its members, including designers, manufacturers and retailers in the luxury apparel industry as may qualify it as exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code. Within such limits, the Corporation is organized to (i) serve the common interests of its wedding attire, prom, quinceanera and special occasion designers, manufacturers and retail members across the United States; (ii) promote fair trade practices, sustainable manufacturing and ethical labor standards; (iii) advance, advocate for and promote an enlightened understanding of the luxury apparel industry’s importance to the U.S. economy by legislative, regulatory and U.S. administrative and executive agencies, offices and governmental authorities; (iv) educate its members and the public regarding the value, history, and positive impact the luxury formal wear industry has on American life; (v) support, promote and advocate for the commercial and business interests of boutiques in the luxury apparel business; and (vi) promote the interests of its members and serve as a vigorous advocate in coordinating industry wide initiatives designed to address the market challenges facing the industry, including counterfeiting, tariffs and regulatory compliance that will enable its members to continue to provide quality services to the public; and (vii) to transact any and all other lawful activities that are incidental to the foregoing general purposes and for which a corporation can be organized under the Florida Not for Profit Corporation Act except as restricted by other provisions of these Articles of Incorporation.

ARTICLE II. OFFICES

Section 2.01. Physical Address, Registered Office and Agent: The physical address of the Corporation is 1801 N. Highland Avenue, Tampa, Florida 33602 and the Registered Agent is Bush Ross Registered Agent Services, LLC.

Section 2.02. Other Offices: The Corporation may have offices at such place or places within or without the State of Florida as the Board of Directors may from time to time appoint or as the business of the Corporation may require or make desirable.

ARTICLE III. MEMBERSHIP

Section 3.01. Member Classes: Membership may be granted to (i) any organization, business entity or individual that meets the criteria described for each category of membership set forth below; (ii) shares an interest in and supports the purposes, objectives and mission of the Corporation; (iii) agrees to abide by these Bylaws, policies, rules and regulations as the Corporation may adopt; and (iv) meet such additional criteria that the Board of Directors may from time to time establish. The categories of membership include:

Producer Members. Producer members include designers and manufacturers of formal wear apparel, including weddings, proms, quinceaneras and related special events.

Active Community Members. Active Community membership may be granted to boutiques, shops, stores and retail outlets that are actively engaged in offering formal wear apparel to the public.

Industry Associate Members. Industry Associate membership may be granted to organizations, entities and service providers that are actively engaged in promoting, supporting and serving the interests of the Association, its Producer and Active Community Members.

Honorary Members. Honorary memberships may be granted to any individual who has made significant and substantial contributions to the formal wear apparel industry and is not otherwise a member of the Corporation.

At Large Community Member. At Large Community membership may be granted to a sole proprietor, small business, owner, manager, retail shop, boutique or organization that does not desire to become an Active Community Member or does not otherwise meet the criteria for another category of membership but is actively engaged in the formal wear apparel industry and supports the objectives of the Corporation.

The Board of Directors may add or eliminate classes of members at any time by a majority vote of the Directors. Except as expressly provided in, or authorized by, the applicable Membership Agreement (as defined below), the Articles of Incorporation of the Corporation, the Bylaws, or provisions of law, members shall have the rights, privileges, restrictions and conditions established by resolution of the Board of Directors.

Section 3.02. General Member Requirements: As a condition of admission and continued participation in the Corporation, each applicant and member must: (i) comply with these Bylaws and all applicable Membership Policies (as defined below); and (ii) execute the applicable Membership Agreement, as approved by the Board of Directors for the relevant class of membership and remain in compliance with its terms.

Section 3.03. Annual Meeting of Members: An annual meeting of the members shall be held each year at such date, time, and place (which may be virtual) as determined by the Board of Directors. The purpose of the meeting shall be to elect Directors and transact such other business as may properly come before the members. Notice of the meeting shall be given to all voting members at least thirty (30) days in advance.

Section 3.04. Special Meetings. Special meetings of the members may be called by the Board Chair, or by action of the Board of Directors, or at the written request of thirty percent (30%) of the Members eligible to vote. The Board Chair shall determine the time and place for holding special meetings.

Section 3.05. Notice. Notice of any annual or special meeting of the Members shall state the time, date and place of the meeting and shall be given at least fourteen (14) days prior to the date of such meeting, by notice delivered personally, by mail, facsimile or by electronic transmission to each Member entitled to vote at such meeting at its, his or her address as shown in the records of the Corporation. Any Member may waive notice of any meeting. The attendance of a Member at any meeting shall constitute a waiver of notice of such meeting, except where a Member attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

Section 3.06. Voting Rights of Members: Each Producer member in good standing shall be entitled to one (1) vote on each matter submitted to the members for a vote, including but not limited to the election of Directors and any other matters expressly reserved to the membership under these Bylaws or applicable law.

Section 3.07. Method of Voting.

Voting by members may occur:

At an annual meeting of the members, which may be held in person or by means of remote communication;

By written ballot delivered in person, by mail, or by electronic transmission, in accordance with Section 617.0721 of the Florida Not For Profit Corporation Act.

The Board of Directors may, in its discretion, determine the method by which a vote shall be conducted, provided that all voting members are given reasonable notice and fair opportunity to participate.

Section 3.08. Quorum: Unless otherwise required by law or these Bylaws, a quorum shall consist of thirty percent (30%) of the total number of Producer Members, represented in person, by proxy, or by ballot. If a quorum is not present or represented at a meeting, no official business may be conducted except to adjourn the meeting to a later date.

Section 3.09. Proxy Voting: Voting by proxy shall be permitted if authorized by the notice of the meeting. All proxies must be in writing and submitted in a form acceptable to the Corporation. A proxy shall be valid only for the meeting and agenda specified in the proxy form.

Section 3.10. Ballot Procedures.

When a vote is conducted by written or electronic ballot in lieu of a meeting:

The Corporation shall distribute a ballot to each voting member;

The ballot shall state the proposed action and provide an opportunity to vote for or against each matter;

Ballots shall indicate the deadline by which they must be received to be counted; and

Approval by ballot shall be valid only if the number of votes cast equals or exceeds the quorum required at a meeting, and the number of favorable votes meets the threshold required for the matter being decided.

Section 3.11. Membership Policies: In addition to other requirements and qualifications set forth in these Bylaws applicable to applicants and members, the Board of Directors may adopt, at any time and from time to time, policies and procedures which the Board and Directors deems appropriate related to the admission of applicants for membership and any other requirements for ongoing participation as a member in the Corporation (“Membership Policies”). Membership Policies shall be effective as of the date set forth therein and shall be applicable to all then-existing members and all pending applicants.

Section 3.12. General Member and Membership Qualifications.

In addition to all other qualifications and requirements for members and their participation set forth in these Bylaws (including, without limitation, in this Article III), the following are additional general qualifications for participation by an applicant and for continued participation by a member in the Corporation:

Applicant and members must be engaged in the formal wear industry as: (i) designers or manufacturers of formal wear apparel (e.g., wedding, prom, quinceañera, and related categories); (ii) independent or chain retail boutiques selling formalwear in the United States; (iii) an organization, business, service provider or individual that is actively involved in promoting, supporting and serving the formal wear industry; (iv) business owners that market, promote, sell, or distribute formal wear apparel; or (v) other stakeholders in the industry as approved by the Board of Directors.

Applicant and member must not otherwise be prohibited by law or regulation from abiding by the terms of the Bylaws or any Membership Policies;

Applicant must pay, and the member must continue to pay, the then-current annual fees.

No member of any class shall have any authority nor right to act or speak on behalf of the Corporation , unless such person is an executive officer of the Corporation, or other authorized representative, acting in the course and within the scope of his or her authority as such.

Section 3.13. Admission of Members: Applicants seeking admission as a member in the Corporation must first satisfy the following conditions: (i) Applicant must submit a completed Membership Agreement to the Board of Directors; and (ii) applicant must satisfy all requirements contemplated by these Bylaws and the Membership Policies for admission as a member.

Section 3.14. Membership Fees: The annual fees payable to the Corporation by each class of members shall be established and may be changed from time to time by a vote of the directors. Membership fees may be tiered by business size or type, as determined by the Board of Directors. Initial fees, if any, shall be due and payable upon execution of a Membership Agreement according to terms defined in the Membership Agreement. In addition to the other termination provisions of Section 3.18, any member that is delinquent in the payment of any fee(s) is subject to termination as a member in accordance with Section 3.18.

Section 3.15. Number of Members: Subject to the other provisions of this Article III and the Membership Policies, there is no limit on the number of members the Corporation may admit.

Section 3.16. Member Roll: The Corporation shall keep a member roll containing the name and address of each member, the date upon which the applicant became a member, and the name and contact information of one (1) individual from each member organization who shall serve as a primary contact for the Corporation, receive all correspondence, notices and information on behalf of the member, and then distribute such correspondence, notices and information within his or her member organization. Termination of any member shall be recorded in the roll, together with the date of termination of such member. Such roll shall be kept by the Secretary of the Corporation. The Corporation shall use addresses and other contact information provided by members on their Membership Agreements. If the address or other contact information of a member changes it shall be the responsibility of the member to provide the Corporation with updated information.

Section 3.17. Non-Liability of Members: No member of the Corporation, as such, shall be individually liable for the debts, liabilities, or obligations of the Corporation.

Section 3.18. Termination of Member’s Participation.

Notwithstanding anything to the contrary in the Membership Agreement, the participation of a member as a member of the Corporation shall terminate upon the occurrence of any of the following events:

Failure to Renew Membership. Upon a failure to initiate or renew participation as a member by paying dues on or before their due date (as set forth in the applicable Membership Agreement), such termination to be effective thirty (30) days after a written notification of delinquency is given personally or mailed to such member by the Corporation. A member may avoid such termination by paying the amount of delinquent dues within a thirty (30) day period following the member’s receipt of the written notification of delinquency.
Termination by Member. Effective thirty (30) days after the member provides written notice to the Corporation of their termination.

Violation of Policies or Duties of Membership. Upon unanimous vote of all disinterested directors in office when such Board of Directors determine, after affording the member in question the right to be heard on the issue, that the member has violated any provision of the Bylaws, the member’s Membership Agreement, any Membership Policy, or any other policies and procedures duly approved by the Board of Directors, or caused the Corporation to be in violation of any provision of the Articles of Incorporation, and failed to cure where, in the discretion of a majority of the disinterested directors, such violation can be cured.

Member’s Dissolution or Merger. In the event that two (2) or more member organizations are merged or a member organization is acquired by another member organization, the resulting entity shall have only one (1) membership and one (1) vote in all Member votes thereafter.

Section 3.19. Effect of Member’s Termination: All rights of a member shall cease on termination as a member as herein provided. A member terminated from the Corporation shall not receive any refund of dues already paid for the current dues period.

Section 3.20. Use of Member Name and Company Logo: Members agree that, subject to the members’ company logo and/or trademark usage guidelines provided to the Corporation, the Corporation may reproduce the member’s designated company logo, company trademark, and company name on the Corporation’s website and in press releases, marketing material, and other material of the Corporation for the purposes of acknowledging the member’s status as a member and its participation in the Corporation. Upon notice of termination as a member, a member’s company name shall be removed from the Corporation’s public lists of members, press releases, and any yet-to-be released marketing materials. No member, for purposes other than in connection with the Corporation, shall have any right to use the company logo, company trademark or company name of any other member.

ARTICLE IV. BOARD OF DIRECTORS

Section 4.01. General and Specific Powers and Duties: The business and affairs of the Corporation shall be managed by a Board of Directors (the “Board”), subject to any limitations set forth under the laws of the State of Florida, the Corporation’s Articles of Incorporation (“Articles”) or these Bylaws. For purposes of these Bylaws, the term “Act” shall mean the Florida Not For Profit Corporation Act as set forth in Chapter 617 of the Florida Statutes, as amended, and any successor statute thereto. The Board shall have the authority to set the strategic direction and policies of the Corporation, approve the annual budget and major expenditures, and hire and supervise the Executive Director or equivalent, if appointed.

Section 4.02. Qualifications, Number, Appointment and Tenure.

Qualifications. Each director must be a natural person who is twenty-one (21) years of age or older. A director need not be a resident of Florida.

Number. The Board of Directors shall initially consist of seven members: five of which shall come from the Producer Members, one from the Active Community Members and one member that can come from any class. If the number of Board members are increased or decreased, a majority of the Board shall consist of representatives of the Producer Member class. Board members shall take office at the conclusion of the annual meeting of the Board or appointment at a general or special meeting of the Board of Directors and shall continue to serve until their successors are duly appointed and qualified. Directors shall serve three-year staggered terms, with one third appointed each year. Unless amended by the Board, the number of directors shall consist of a minimum of five (5) and maximum of seven (7) directors.

Composition, Appointment and Tenure. Each director shall hold office until such director’s term expires, or until such director’s earlier death, incapacity, resignation or removal.

Section 4.03. Resignation; Removal; Vacancies: Any director may resign at any time by giving written notice to the Board. A director’s resignation shall take effect at the time specified in such notice, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any director may be removed at any time, by a majority vote of the members of the Board of Directors. Any vacancy of a director may be filled by the Board of Directors. Any director appointed to fill a vacancy as a result of death, incapacity, resignation or removal shall hold such directorship for the remaining unexpired term of such director’s predecessor in office. Any vacancy created by reason of an increase in the number of directors shall be filled by the Board of Directors, and a director so appointed shall hold office for a one year term or until the next annual meeting of the Board of Directors. If nominated by the Board of Directors to serve a full three year term, the director added to the Board shall be presented for approval by the voting members at the next annual meeting of the members.

Section 4.04. Annual Meeting: The annual meeting of the Board shall be held prior to June 30th of each fiscal year, commencing in 2026. The exact date of the meeting shall be established by the Board from time to time. The annual meeting of the Board shall be held at the location selected by the Board from time to time and/or may be conducted by any means of communication by which all participants may simultaneously hear each other and participate in deliberations during the meeting as set forth in Section 4.09 below.

Section 4.05. Special Meetings: Special meetings of the Board may be called by or at the request of the Board Chair or the President. All special meetings of the Board shall be held at the location selected by the Board from time to time and/or may be conducted by any means of communication by which all participants may simultaneously hear each other and participate in deliberations during the meeting as set forth in Section 4.09 below.

Section 4.06. Notice of Meetings: With the exception of the annual meeting noted in Section 4.04 above, notice of any meeting of the Board, in each case specifying the date, time and place of the meeting, shall be given to each director by written notice delivered in person, by email or other form of wire or wireless communication, by mail or by private carrier, at least forty-eight (48) hours before the time set for such meeting, or if notification is by mail, by mailing such notice at least ten (10) days before the day set for such meeting; provided, if mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with postage prepaid, addressed to the director at the director’s address as it appears on the records of the Corporation. Except as otherwise provided by the laws of the State of Florida, the Corporation’s Articles of Incorporation or these Bylaws, the notice need not describe the purpose of the meeting.

Section 4.07. Waiver of Notice: A director may waive notice of any meeting before or after the date and time of the meeting stated in the notice. Except as otherwise provided in this Section, the waiver shall be in writing and signed by the director entitled to the notice. Such waiver shall be delivered to the Corporation for filing with the corporate records, but such delivery and filing shall not be a condition to the effectiveness of the waiver. A director’s attendance at or participation in a meeting waives any required notice to that director of the meeting unless: (a) at the beginning of the meeting or promptly upon the director’s later arrival, the director objects to holding the meeting or transacting business at the meeting because of lack of notice or defective notice and does not thereafter vote for or assent to action taken at the meeting; or (b) if special notice was required of a particular purpose pursuant to the Act, the Corporation’s Articles or these Bylaws, the director objects to transacting business with respect to the purpose for which such special notice was required and does not thereafter vote for or assent to action taken at the meeting with respect to such purpose.

Section 4.08. Quorum and Voting: A minimum of five directors of the Corporation shall constitute a quorum for the transaction of business at any meeting of the Board, and the vote of a majority of the directors present in person at a meeting at which a quorum is present shall be the act of the Board, unless otherwise required by the Act, the Corporation’s Articles of Incorporation or these Bylaws. If less than a quorum is present at a meeting, a majority of the directors present may adjourn the meeting from time to time without further notice other than an announcement at the meeting, until a quorum shall be present.

Section 4.09. Methods of Conducting Meetings: The Board may conduct any annual, regular or special meeting, and any committee may conduct any committee meeting, by any means of communication by which all participants may simultaneously hear each other and participate in deliberations during the meeting.

Section 4.10. Action Without a Meeting: Any action which may be taken at a meeting of the Board may be taken without a meeting if all of the directors shall consent in writing, including an electronic transmission of such consent, setting forth the action so taken. For purposes of this Section, a “signed” consent shall include a message of consent set forth in such electronic communication. Such action by written consent shall have the same force and effect as the unanimous vote of the directors. Documentation of the signed consent, including an electronic consent, shall be placed in the books and records of the Corporation.

Section 4.11. Presumption of Assent: A director of the Corporation who is present at a meeting of the Board or a member of any committee who is present at a meeting of the committee, at which action on any corporate matter is taken, is deemed to have assented to the action taken, unless (a) the director or committee member objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting or (b) the director or committee member votes against or abstains from the action taken.

Section 4.12. Director Conflict of Interest: All members of the Board are required to complete a conflict-of-interest form annually and are required to declare any suspected or actual direct conflict of interest for purposes of determination by the Board. Any member of the Board may ask the Board to resolve any conflict-of-interest question. No contract or other transaction between the Corporation and one or more of its directors or committee members or any other corporation, firm, association, or entity in which one or more of its directors to committee member are directors or officers or are financially interested shall be either void or voidable because of such relationship or interest, because such director, committee member or directors are present at the meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or transaction, or because his or her or their votes are counted for such purpose, if:

The fact of such relationship or interest is disclosed or known to the Board or committee which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors or committee member; or

The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board or a committee.

Common or interested directors or committee members may be counted in determining the presence of a quorum at a meeting of the Board or a committee thereof which authorizes, approves, or ratifies such contract or transaction.

The director shall abstain from voting on such matter or participating in the deliberations of the issue under consideration.

Section 4.13. Chairman of the Board: The Chairman of the Board presides at all meetings of the Board and is a voting member of the Board. The Chairman may also serve as President of the Corporation and have such other powers and duties as may be designated from time to time by the Board of Directors. The Chairman may be appointed from time to time by a majority vote of the Board. Any removal of a member’s Director from the Chairman position does not limit the director’s rights as a member of the Board.

ARTICLE V. CORPORATE OFFICERS

Section 5.01. Officers: The officers of the Corporation shall be a President, a Secretary, a Treasurer, one or more Vice-Presidents, if any, and such other officers as may be elected in accordance with the provisions of this Article. The Board may elect or appoint such other officers, including one or more assistant secretaries and one or more treasurers, as it shall deem desirable. Such officers shall have the authority to perform the duties prescribed, from time to time, by the Board.

Section 5.02 Election and Term of Office: The officers of the Corporation shall be elected annually by the Board at an annual or regular meeting of the Board. If the election of officers is not held at such meeting, such election shall be held as soon thereafter as is convenient. New offices may be created and filled at any meeting of the Board. Each officer shall hold office until his/her successor has been duly elected and qualified.

Section 5.03. Removal: Any officer elected or appointed by the Board may be removed by the Board, by majority vote, whenever in its judgment the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed.

Section 5.04. Vacancies: A vacancy in any office, because of death, resignation, removal, disqualification, or otherwise, may be appointed by the Board for the unexpired portion of the term. The appointment is to be approved by majority vote of the Board.

Section 5.05 Responsibilities of Officers:

President. The Chairperson of the Board shall serve as President and will, subject to the oversight and leadership of the Board, supervise the business affairs of the Corporation. The President will perform all duties incident to the office of the President and any other duties that may be required by these bylaws or prescribed by the Board.

Vice-President. The Vice-President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice-President will perform any other duties that may be prescribed by the Board.

Secretary. The Secretary will prepare and approve the minutes of all meetings of the Board; be responsible for all correspondence except as otherwise prescribed by the Board and perform any other duties and functions customarily pertaining to this office or as prescribed by the Board.

Treasurer. The Treasurer will be responsible for supervising the oversight of the Corporation’s financial affairs. The Board and Treasurer may authorize one or more members and/or authorized check signers to deposit the funds as required by the Board, pay invoices and bills, sign checks, keep and maintain adequate and correct accounts of the Corporation’s business transactions, and render reports and accountings to the Board. The Treasurer will perform all duties incident to the office of treasurer, and any other duties that may be required by these Bylaws or prescribed by the Board. The Treasurer shall follow best accounting practices.

Executive Director; Future Officers: Any future officers may be created and appointed by majority vote of the Board upon recommendation of the President and will report to the President in performing all duties and responsibilities. The administrative and day-to-day operation of the Corporation shall be undertaken by the Executive Director, if appointed by, and shall be responsible to, the Board of Directors, reporting through the President. The Executive Director shall have the authority to execute contracts on behalf of the Corporation as approved by the Board of Directors. The Executive Director shall employ and may terminate the employment or engagement of the staff necessary to carry out the work of the Corporation. The Executive Director shall serve as Secretary of the Corporation, may carry out the duties of the Treasurer of the Corporation and shall perform such other duties as may be specified by the Board of Directors. The Executive Director shall serve as an ex officio, non-voting member of the Board and all standing committees of the Board.

ARTICLE VI. COMMITTEES

Section 6.01. Standing Committees. To provide guidance and oversight of the Corporation’s business operations, the Board may establish Standing Committees to advise the Board. Unless otherwise specified in a committee charter or these Bylaws, the function and role of a Standing Committee shall be advisory. Each Standing Committee shall be established by the Board and its affairs governed by a committee charter that shall set forth the purpose and primary responsibilities of the committee. The Board may appoint individuals that are not directors or other persons that may provide special expertise, or experience in industry matters to serve on a Standing Committee. In the event of any conflict between the terms of a committee charter with these Bylaws, the Bylaws shall govern. The Board hereby establishes the following Standing Committees:

Executive Committee. The Executive Committee shall have the responsibility to meet on behalf of the Board in matters of urgency and/or expediency as determined by the Chair. With the exception of specific matters requiring the approval of the Board as stipulated in these Bylaws or the Act, actions of the Executive Committee shall be deemed to be official and binding decisions of the Board.

Nominating and Governance Committee. The Nominating and Governance Committee shall oversee the process of selection and nomination of directors, ensuring that director nominees meet the qualifications and criteria established by the Board. The Nominating and Governance Committee shall also review annually Board committees and any advisory boards to ensure that its committees and advisory bodies reflect the appropriate balance of independence, sound judgment, business specialization, technical skills, diversity of experience and other desirable qualities for members of committees and the Board. The duties of the Nominating and Governance Committee shall also include overseeing the legal and regulatory compliance of the Corporation, effectiveness of the Corporation’s legal and regulatory compliance policies and programs.

The Audit and Finance Committee. The Audit and Finance Committee shall be responsible for providing oversight of the Corporation’s accounting and financial reporting processes and systems of internal controls and risk management, the integrity of the Corporation’s financial statements and audit and engagement, independence and performance of the Corporation’s independent auditor.

Section 6.02. Other Committees. By one or more resolutions adopted by the vote of a majority of the directors present in person at a meeting at which a quorum is present, the Board may designate one or more other committees, each of which, to the extent provided in the resolution establishing such committee, shall have and may exercise all of the authority of the Board, except as prohibited by the Act. The delegation of authority to any committee shall not operate to relieve the Board or any member of the Board from any responsibility or standard of conduct imposed by law or these Bylaws. Rules governing procedures for meetings of any committee shall be the same as those set forth in these Bylaws or the Act for the Board unless the Board or the committee itself determines otherwise.

Section 6.03. Advisory Boards. The Board may from time-to-time form one or more advisory boards, committees, auxiliaries or other bodies composed of such members, having such rules of procedure, and having such chair, as the Board shall designate. The name, objectives and responsibilities of each such advisory board, and the rules and procedures for the conduct of its activities, shall be determined by the Board. An advisory board may provide such advice, service, and assistance to the Corporation, and carry out such duties and responsibilities for the Corporation as may be specified by the Board; except that, if any such committee or advisory board has one or more members thereof who are entitled to vote on committee matters and who are not then also directors, such committee or advisory board may not exercise any power or authority reserved to the Board by the Act, the Corporation’s Articles of Incorporation or these Bylaws. Further, no advisory board shall have authority to incur any corporate expense or make any representation or commitment on behalf of the Corporation without the express approval of the Board or the President of the Corporation.

Section 6.04. Presumption of Assent. A director of the Corporation who is present at a meeting of the Board or a member of a committee created under this Article, at which action on any corporate matter is taken, is deemed to have assented to the action taken unless (i) the director or committee member objects, at the beginning of the meeting or promptly upon his or her arrival, to holding the meeting or transacting specified affairs at the meeting or (ii) the director or committee member votes against or abstains from the action taken.

ARTICLE VII. FINANCE; BOOKS AND RECORDS

Section 7.01. Contracts and Loans: The Board may authorize any officer or officers, agent or agents, 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. No loans shall be contracted on behalf of the Corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.

Section 7.02. Corporate Records: The Corporation shall keep the following records: (a) minutes of all meetings of the Board, and (b) a record of all actions taken by a committee of the Board on behalf of the Corporation. The Corporation shall keep at its principal office a copy of each of the following records:

These Bylaws or any restated bylaws and all amendments to them that are currently in effect.

The Articles of Incorporation or any restated articles of incorporation of the Corporation and all amendments to them that are currently in effect;

The minutes of all meetings of the Board and committee meetings as authorized by the Board;

All written notices and waivers of notice of meetings of the Board;

All written consents to action taken without a meeting by the Board and committee meetings for committees authorized by the Board;

Annual financial reports furnished to the Corporation for the previous three fiscal years;

The most recent annual report delivered to the Florida Department of State in accordance with the Florida Not For Profit Corporation Act; and

A list of the names of the officers and directors of the Corporation and their business street addresses or the home address for any officer or Board member who does not have a business street address.

Section 7.03. Financial Records: The Corporation shall maintain the following accurate and contemporaneous records and reports:

a. financial records of the Corporation as required to be kept under state and federal laws;

b. membership records; and

c. gifts, contributions, grants, or devises made for the general purposes of the Corporation, or any special purpose designated by the Board.

Section 7.04. Fiscal Year: The fiscal year of Corporation shall be the fiscal year ending on June 30.

Section 7.08. Lobbying and Legal Representation: The Corporation may retain legal counsel, lobbyists, or other consultants to represent the interests of its members before federal, state, or local legislative and regulatory bodies. The Corporation may coordinate advocacy campaigns, legislative alerts, or regulatory updates for its members, and shall ensure compliance with all applicable lobbying registration and disclosure requirements.

Section 7.09. Funding Sources: In addition to membership dues, the Corporation may accept voluntary contributions from members, sponsors, or other supporters; conduct fundraising events or campaigns as approved by the Board; and seek grants or cooperative agreements, to the extent eligible. All funds shall be used in furtherance of the Corporation’s mission and in accordance with applicable tax-exempt rules and regulations.

ARTICLE VIII MISCELLANEOUS

Section 8.02. Amendment to Bylaws. The Articles of Incorporation and these Bylaws may be amended, altered, or repealed by a two-thirds (2/3) vote of the Board of Directors at any regular or special meeting at which a quorum is present, subject to any limitations imposed by the Florida Not For Profit Corporation Act or the Articles of Incorporation themselves. Written notice of the proposed amendment shall be provided to all directors at least ten (10) days prior to the meeting at which the amendment is to be considered.

Section 8.03. Indemnification. To the fullest extent permitted Florida law, the Corporation shall indemnify any person who was or is a party to any civil, criminal, administrative, or investigative action, suit, or proceeding by reason of the fact that he/she is or was a director or officer of the Corporation, or is an employee, authorized agent, or authorized volunteer of a duly authorized activity, or is or was serving at the request of the Corporation as a director or officer of another corporation, against expenses (including attorneys' fees), judgments, fines, and amounts paid in settlement actually and necessarily incurred by him/her in connection with such action, suit, or proceeding. The indemnification provided by this section shall not be deemed exclusive of any other rights to which a person may be entitled as a matter of law or by contract. The foregoing shall not apply to matters as to which any such person shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or intentional misconduct in the performance of a duty. The Corporation may purchase and maintain indemnification insurance for any person to the extent permitted by applicable law.

Section 8.04. Dissolution. In the event of the dissolution of this Corporation, no funds shall be distributed, directly or indirectly, to any member, officer or director of the Corporation or to any other persons having a private or personal interest in the Corporation. After paying or making provisions for the payment of the liabilities of the Corporation, any funds remaining shall be distributed to one or more exempt purposes within the meaning of Section 501(c)(6) or Section 501(c)(3) of the Internal Revenue Code and distributed for the purposes for which the Corporation was organized. The Corporation shall not undertake or exercise any power or authority, nor shall it directly or indirectly, engage in any activity that would prevent it from qualifying and continuing to qualify for tax-exempt status under Section 501(c)(6) of the Internal Revenue Code.

Section 8.05. Legal Provision. The organization and function of the Corporation is under the authority of the Bylaws as outlined subject to the laws of the State of Florida and any applicable federal laws.

Section 8.06. Severability. Each provision of these Bylaws is intended to be severable. If any term or provision hereof is determined by a Court of competent jurisdiction to be invalid or illegal for any reason whatsoever, such invalid or illegal term or provision shall not affect the validity or legality of the remainder of the other sections and or provisions of these Bylaws.

Section 8.07. Controlling Law: These Bylaws are adopted in conformance to the laws of the State of Florida in a duly called meeting or by a written consent adopted by the members of the Board and shall be construed and enforced in accordance with the laws of the State of Florida without regard to principles of conflicts of law that would result in the application of the laws of another state.

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