Enterprise Florida Board of Directors Executive Committee Meeting Agenda 062012

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Enterprise Florida Executive Committee Meeting | June 20, 2012

Enterprise Florida BoardExecutive CommitteeJune 20, 2012 3:00 P.M. 3:30 P.M. EDST

Board of Directors Executive CommitteeDate: June 20, 2012

Time: 3:00 -3:30 p.m.

800 North Magnolia Ave, Suite 1100

Orlando, FL

Presiding Officer: Hal Melton, Vice Chair

Roll call Michele Miller

I. Welcome and overview Hal Melton (I,D,A)

II. Approve May 9, 2012 Minutes

III. Approve VISIT FLORIDA Board members Chris Thompson (I,D,A)

IV. Approve VISIT FLORIDA budget for FY 2011-12

V. Approve VISIT FLORIDA marketing plan

Overviewattached,interactive20122013MarketingPlanmaybefoundat:

www.VISITFLORIDA.org/marketingplan

VI. VISIT FLORIDA amended by-laws (Information only)

VII. Other Hal Melton

Adjourn

(I- Information; D- Discussion; A- Action)


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Draft Minutes of a meeting of the Enterprise Florida Executive CommitteeRiver Terrace 2: Third Floor

Hyatt Regency Jacksonville-Riverfront

May 9, 2012

Attendees Members Attendees Staff

Alan Becker Manny MenciaBrett Couch Al LatimerMarshall Criser Larry PendletonMark Crosswhite Griff SalmonDebra Duvall Pam MurphyDanny Gaekwad Louis LaubscherRuss Jollivette Melissa MedleyTom Kuntz Mike PrestonFred Leonhardt Chris ThompsonHal Melton John WebbCarrie ORourke for Gov. ScottGray Swoope (ex-officio) VISITORSBrent Christensen (ex-officio) Dan Krassner

Chris Marconi for Bill Heavener Jay BeyroutiDebra Mellin

Hal Melton called the meeting to order at 12:05 pm.

MinutesDanny Gaekwad proposed an amendment to the minutes of the April 10, 2012 minutes in theTourism Development report. He moved that the second paragraph be changed to:(n.b. old language strikethrough, amended language in red)

Gaekwad noted that since the change in legislation in 2011, EFIs Boardnow has the responsibility to approve the VISIT FLORIDA Board, budget, and

Marketing Plan. Their These business items budget must first be approved bytheir Board which meets on May 24. Since all state budgets VISITFLORIDA business items must be approved by June 30, herecommended that the EFI Board authorize the EC to approve the VFLbudget business items on their behalf after May 24. Melton noted thatthis authorization would need to have a vote by the full Board. He willinclude it as an action item for the Board meeting .

Marshall Criser seconded and the amended minutes passed unanimously.

Finance and Compensation ReportsAlan Becker presented the report of the Finance and Compensation Committee. He noted that

the in the Interim Financial Report it looks like we are up $3 million from last year. This will notbe the case by year end as some of the funds are related to the inclusion of other organizationsinto EFI and the Marketing budget is scheduled to be spent now that a new plan is almost done.Approval of the budget report was moved by Couch and seconded by Leonhardt and passedunanimously.

The budget for FY 2012-13 was presented for approval. Due to an increase in state funding thebudget is $2 million higher than last year. Approval of the operating budget for FY 2012-13 wasmoved by Becker, seconded by Duval and passed unanimously.


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Murphy explained that an RFP for banking services was issued as a part of a contract updateprocess.Twelve banks received the request for proposal and eight responded. After a review ofproposals the decision was made that services will be moved to two banks; Wells Fargo for themain account and TD Bank for specialty services. Normally a business matter of this naturedoes not require Board approval, but since both banks have a representative on the Board, the

matter is coming forward for information and ratification. Approval was moved by Becker,seconded by Gaekwad and unanimously approved. The bank representatives will not vote onthese contracts at the meeting.

Miller reviewed the revisions proposed for the EFI Tactical Plan. The metrics for Marketing andCommunications have been clarified as the marketing plan is completed. After discussion ondiversification of new jobs, approval was moved by Becker, seconded by Gaekwad andunanimously approved.

Laubscher reported that EFI had recently issued an RFP for business health insurance. Theselection of Blue Cross Blue Shield of Florida (now known as Florida Blue) was made becauseit will save EFI money and reduce employees deductible. This is brought to the EC attention

because Jollivette represents the company. Jollivette commented that he was unaware of theRFP and the selection process. Approval was moved by Couch, seconded by Leonhardt andapproved by all. Jollivette stated he was not voting.

ContractsMichele Miller reported on contracts executed since the last meeting with a value over$100,000. The Defense Task Force executed two contracts since the last EC meeting. The TFwas established in the 2011 legislation to retain and expand Department of Defense investmentin Florida, especially in military installations. Membership was defined in statute and fundingwas provided. EFI is administering the Task Force, so its contracts must follow EFI contractguidelines. The Task Force has decided to research and analyze the current situation in Floridaand establish an advocate for Florida in Washington, D.C. After an RFP process and interviews

by the Task Force, two contracts were awarded: The Principi Group $1,800,000 to Advocatefor Defense retention and expansion; and, The Spectrum Group - $1,562,000 for research andassessment of military installations.

Role of Expanded Executive CommitteeGray thanked the members for agreeing to serve on the expanded EC. He expressed theintention that this group will be able to drill down into business issues and lead EFI in providingbusiness growth assistance.Griff continued that we are trying to respond to feed-back that the Board meeting has too muchorganization operations business. The intent in the future is that this group will be hammer outprogram issues and any Board discussion will be led by the issue expert. We want to use thisgroup to improve the quality of the meeting.

OtherLarry Pendleton introduced John Webb as his replacement as President of Florida Sports andSVP of the Sports Development division of EFI. Gray introduced his new assistant MichelleParker. Next meeting will have a single purpose of approving VISIT FLORIDA business items.

Meeting adjourned at 1:30.


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VISITFLORIDABoardofDirectorAppointmentsSeat#1SteveHilliardSeniorVicePresidentofOperationsTheSt.JoeCompanySeat#5EdFouchSeniorVicePresident,TravelIndustrySalesDisneyDestinationsSeat#9ThomStorkPresidentandCEOTheFloridaAquariumSeat#13LuanneLenbergVicePresidentandGeneralManagerSawgrassMillsSeat#17GraceVillamayorVicePresident,Inbound/Outbound TheHertzCorporationSeat#19BobbyCornwellPresidentandCEOFloridaAssociationofRVParksandCampgroundsSeat#21MalindaHortonExecutiveDirectorFloridaAssociationofMuseumsSeat#23RickMcAllisterPresidentandCEOFloridaRetailFederation


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Seat#25DawnMoliternoExecutiveDirectorSouthWaltonTouristDevelopmentCouncilSeat#27BillTalbertPresidentandCEOGreaterMiamiConventionandVisitorsBureauSeat#29JohnTomlinChiefOperatingOfficerTheAutoClubGroupSeat#31BillMooreChiefOperatingOfficerKennedySpaceCenterVisitorComplex


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Florida Tourism Industry Marketing Corp.

OPERATING ROLLUP

Fiscal Year 12-13 Annual Budget

Revenues

State of Florida Proceeds 54,000,000.00

Partner Investment 1,971,000.00

Strategic Alliances 77,000.00

Events Revenue 1,932,828.00Trade Show Revenue 778,893.00

Welcome Center Revenue 478,126.00

Reimbursement Revenue 220,080.00

Publication Revenue 218,000.00

Licensing & Merchandising Revenue

Interest Income 17,400.00

Research Revenue 77,982.00

Website Revenue 821,100.00

Other Revenue 37,500.00

Industry-Contributed Promotional Value 54,800,000.00

Industry-Cooperative Advertising Value 25,429,400.00

Total Revenues 140,859,309.00

Expenses

Salaries & Benefits 8,871,626.00

Fees & Services 5,712,777.00

Citrus Juice 220,080.00

Office & Computer Supplies 129,351.00

Decorations 83,003.00

Depreciation & Amortization 586,021.00

Dues & Subscriptions 188,711.00

Printing/ Copying/ Photo 356,625.00

Business Promotion 908,980.00

BOD/ Commission Expenses 126,331.00

Equipment Repairs and Maintenance 101,979.00

Equipment Rental 205,371.00

Postage & Freight 151,535.00

Fulfillment 437,190.00

Grants 880,000.00

Insurance Business 165,706.00

Legal 88,000.00

Promotional Items 157,577.00

Registration Fees/Booth Rental 1,352,902.00

Employee Relocation 10,000.00

Office Rent 412,126.00

Research Project 589,962.00

Taxes and Licenses 15,370.00

Telephone 257,490.00

Temp. Labor

Training 95,501.00

Travel 1,055,413.00

Travel- Advertising Agent 31,920.00

Travel - Projects (Non-Emp) 912,401.00

Uniforms 21,976.00

Utilities 109,741.00

Warehouse-Rent 34,257.00

Agency Fees 2,359,242.00

Media 29,943,702.00

Production 2,521,577.00

Media Strategic Alliance 35,200.00

Industry-Contributed Promotional Value 54,800,000.00

Industry-Cooperative Advertising Value 25,429,400.00

Total Expense 139,359,043.00

Revenue Over Expense 1,500,266.00


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AMENDED AND RESTATED BYLAWSOF

FLORIDA TOURISM INDUSTRY MARKETING CORPORATION, INC.A NOT-FOR-PROFIT CORPORATION

GOALS

ARTICLE IOffices

The principal office of Florida Tourism Industry Marketing Corporation,Inc., a Florida not-for-profit corporation (the Corporation) in the State of Floridais to be located in the City of Tallahassee, County of Leon. The Corporation mayhave such other offices, either within or without the State of Florida, as the Boardof Directors may designate or as the business of the Corporation may require

from time to time.

ARTICLE IIPurpose

This Corporation is organized under Chapter 617, Florida Statutes andpursuant to Section 288.1226, Florida Statutes, as a direct support organizationof Enterprise Florida, Inc. (EFI). The Corporation is organized and shall beoperated exclusively to request, receive, hold, invest and administer property andto manage and make expenditures for the operation of the activities, services,functions and programs of the State of Florida which relate to the statewide,national and international promotion and marketing of tourism.

Notwithstanding any other provisions of these Articles of Incorporation,this Corporations activities shall be limited to those activities in which anorganization that is exempt from federal income taxation under Section 501(a) ofthe Internal Revenue Code of 1986, as amended (the Code), as anorganization described in Section 501(c)(6) of the Code, may engage.

ARTICLE IIIPowers and Duties

The Corporation, in the performance of its duties:

1. May make and enter into contracts and assume such other functionsas are necessary to carry out the provisions of the 4-year marketing plan and theCorporations contract with EFI which are not inconsistent with Chapter 288,Florida Statutes, or any other provision of law.


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2. May develop a program to provide incentives and to attract andrecognize those entities which make significant financial and promotionalcontributions towards the expanded tourism promotion activities of theCorporation.

3. May establish a cooperative marketing program with other public andprivate entities which allows the use of the VISIT FLORIDA logo in tourismpromotion campaigns which meet the standards of EFI for which the Corporationmay charge a reasonable fee.

4. May sue and be sued and appear and defend in all actions andproceedings in its corporate name to the same extent as a natural person.

5. May adopt, use, and alter a common corporate seal. However, suchseal must always contain the words corporation not for profit.

6. Shall elect or appoint such officers and agents as its affairs require andmay allow them reasonable compensation.

7. Shall hire and establish salaries and personnel and employee benefitprograms for such permanent and temporary employees as are necessary tocarry out the provisions of the 4-year marketing plan and the Corporationscontract with EFI which are not inconsistent with Chapter 288, Florida Statutes,or any other provision of law.

8. Shall provide staff support to the Division of Tourism Promotion of EFI.

9. May adopt, change, amend, and repeal by-laws, not inconsistent withlaw or the Corporations articles of incorporation, for the administration of theprovisions of the 4-year marketing plan and the Corporations contract with EFI.

10. May conduct its affairs, carry on its operations, and have offices andexercise the power granted by Chapter 288, Florida Statutes, in any state,territory, district, or possession of the United States or any foreign country.Where feasible, appropriate, and recommended by the 4-year marketing plan,the Corporation may collocate the programs of foreign tourism offices incooperation with any foreign office operated by any agency of the State ofFlorida.

11. May appear on its own behalf before boards, commissions,departments, or other agencies of municipal, county, state, or federalgovernment.

12. May request or accept any grant, payment, or gift, of funds or propertymade by the state of Florida, or by the United States or any department oragency thereof or by an individual firm, corporation, municipality, county, ororganization for any or all of the purposes of the 4-year marketing plan and theCorporations contract with EFI that are not inconsistent with Chapter 288,


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Florida Statutes, or any other provision of law. Such funds shall be deposited ina bank account established by the Corporations Board of Directors. TheCorporation may expend such funds in accordance with the terms and conditionsof any such grant, payment, or gift, in the pursuit of its administration or insupport of the programs it administers. The Corporation shall separately account

for the public funds and the private funds deposited into the Corporations bankaccount.

13. Shall establish a plan for participation in the Corporation which willprovide additional funding for the administration and duties of the Corporation.

14. In the performance of its duties, may undertake, or contract for,marketing projects and advertising research projects.

15. In addition to any indemnification available under Chapter 617, FloridaStatutes, the Corporation may indemnify, and purchase and maintain insurance

on behalf of, directors, officers, and employees of the Corporation against anypersonal liability or accountability by reason of actions taken while acting withinthe scope of their authority.

16. Shall administer, operate and manage Welcome Centers pursuant toChapter 288.12265, Florida Statute.

ARTICLE IV

Board of Directors

Section 1. General Powers. All corporate powers shall be exercised byor under the authority of, and the business and affairs of the Corporation shall bemanaged under the direction of the Board of Directors.

Section 2. Number, Tenure and Qualification.

A. Number of Directors. The number of Directors of the Corporation shallbe composed of thirty one (31) tourism industry related members, appointed byEFI in conjunction with the State of Florida Department of Economic Opportunity.The number of Directors may be increased or decreased from time to time byamendment to Chapter 288, Florida Statutes, or successor law. Each Directorshall hold office for the term designated by EFI or until his or her successor shallhave been appointed by EFI, whichever event last occurs, or until his or herearlier resignation, removal from office, or death.

B. Director Qualifications and Tenure.1. The board shall consist of 16 members, appointed in such a

manner as to equitably represent all geographic areas of the state, with nofewer than two members from any of the following regions:


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a. Region 1, composed of Bay, Calhoun, Escambia,Franklin, Gadsden, Gulf, Holmes, Jackson, Jefferson, Leon, Liberty,Okaloosa, Santa Rosa, Wakulla, Walton, and Washington Counties.

b. Region 2, composed of Alachua, Baker, Bradford, Clay,Columbia, Dixie, Duval, Flagler, Gilchrist, Hamilton, Lafayette, Levy,

Madison, Marion, Nassau, Putnam, St. Johns, Suwannee, Taylor, andUnion Counties.c. Region 3, composed of Brevard, Indian River, Lake,

Okeechobee, Orange, Osceola, St. Lucie, Seminole, Sumter, and VolusiaCounties.

d. Region 4, composed of Citrus, Hernando, Hillsborough,Manatee, Pasco, Pinellas, Polk, and Sarasota Counties.

e. Region 5, composed of Charlotte, Collier, DeSoto,Glades, Hardee, Hendry, Highlands, and Lee Counties.

f. Region 6, composed of Broward, Martin, Miami-Dade,Monroe, and Palm Beach Counties.

2. The 15 additional tourism-industry-related members shallinclude:a. 1 representative from the statewide rental car industry;b. 7 representatives from tourist-related statewide

associations, including those that represent hotels, campgrounds,county destination marketing organizations, museums, restaurants,retail, and attractions;

c. 3 representatives from county destination marketingorganizations;

d. 1 representative from the cruise industry;e. 1 representative from an automobile and travel services

membership organization that has at least 2.8 million members inFlorida;

f. 1 representative from the airline industry; andg. 1 representative from the space tourism industry.

3. The members appointed as required by Section B (1) above willeach serve a term of 4 years and the members appointed as required bySection B (2) above will each serve a term of 2 years.

Section 3. Annual Meetings. The Board of Directors shall hold anannual meeting each calendar year for the purpose of electing officers andconducting other business as may be necessary or prescribed by law. The date,time and site of the meeting shall be selected by the Chair. Written notice of suchannual meeting shall be given personally, by mail, or by electronic mail to eachDirector and the Directors address of record not less than thirty (30) days beforethe annual meeting.

Section 4. Regular Meetings. The Chair or the Board of Directors byresolution may also select the date, time and place for the holding of regularmeetings and written notice of such regular meeting shall be given personally, bymail, or by electronic mail to each Director and the Directors address of recordnot less than thirty (30) days before the regular meeting.


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Section 5. Special Meetings. Special meetings of the Board of Directorsmay be called by the Chair of the Corporations Board of Directors, by the ViceChair or by written communication of any five Directors. If five or more Directorscall for a special meeting, their written communication shall set forth the reason

for the special meeting and the Chair shall call such meeting within fifteen (15)days.

Section 6. Notice. Notice of any special meeting shall be given at leastfive (5) days before the meeting by written notice delivered personally, by mail, orby electronic mail to each Director at his/her business address, unless in case ofemergency, the Chair of the Corporations Board of Directors or the President ofthe Corporation shall prescribe a shorter notice to be given personally or byelectronic mail to each Director at his/her residence or business address. If anotice of meeting is mailed, such notice shall be deemed to be delivered whendeposited in the United States mail so addressed, with postage thereon prepaid.

Any Director may waive notice of any meeting, before or after the meeting and awaiver of any and all objections to the place of the meeting, the time of themeeting, or the manner in which it has been called or convened, except when aDirector states, at the beginning of the meeting, any objection to the transactionof business because the meeting has not been lawfully called or convened.

Section 7. Quorum. A majority of the Directors holding office pursuant toSection 2 of this article shall constitute a quorum for the transaction of businessat any meeting of the Board of Directors. A majority of the Directors present,whether or not a quorum exists, may adjourn any meeting of the Board ofDirectors to another time and place. Notice of any such adjourned meeting shallbe given to the Directors who were not present at the time of the adjournmentand, unless the time and place of the adjourned meeting are announced at thetime of the adjournment, to the other Directors.

Section 8. Meeting by Internet Linkage, Conference Telephone orSimilar Equipment. The Chair under special circumstances may authorize aDirector to participate in a meeting of the Board of Directors by means of aconference telephone, internet or electronic linkage or similar communicationsequipment, by means of which all persons participating in the meeting can heareach other at the same time. Participating by such means shall constitutepresence in person at a meeting.

Section 9. Manner of Acting. The act of the majority of the Directorspresent at a meeting at which a quorum is present shall be the act of the Boardof Directors.

Section 10. Voting. Each Director shall have one vote. All voting atmeetings shall be done personally and no proxy shall be allowed.

Section 11. Presumption of Assent. A Director of the Corporation whois present at a meeting of the Board of Directors at which action on any


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Corporation matter is taken shall be presumed to have assented to the actiontaken, unless the Director votes against such action or abstains from voting inrespect thereto because of an asserted conflict of interest.

Section 12. Director Compensation. Directors shall not receive any

compensation from the Corporation for services rendered to the Corporation asmembers of the Board.

Section 13. Absences. Each Director is expected to communicate withthe Chair in advance of all Board meetings stating whether or not he or she isable to attend or participate. Any Board member who is absent from threesuccessive Board meetings or fails to participate for a full year shall be deemedto have resigned due to non-participation, and his or her position shall bedeclared vacant, unless the Board affirmatively votes to retain that Director as amember of the Board.

Section 14. Vacancies. Any vacancy occurring in the Board of Directors,including any vacancy created by reason of an increase in the number ofDirectors may be recommended by the President to EFI for filling of suchvacancy.

Section 15. Removal. Any director removed by a majority vote of the EFIBoard of Directors will vacate his or her seat on the Corporations Board ofDirectors effective upon the EFI vote.

ARTICLE VMembers

The Corporations membership shall consist of the members of the Boardof Directors appointed by EFI, the members of the Florida Council of TourismLeaders and any non-voting members that the Corporations Board of Directorsdetermines to have. If the Board of Directors determines that the Corporationshall have non-voting members, the Board of Directors shall determine thequalification of such non-voting members and their rights, privileges andobligations as non-voting members. Terms of qualification may include arequirement of financial participation in the Corporations activities. Non-votingmembers may serve upon committees, councils, task forces or groups if and asdetermined by the Board of Directors or Chair.

ARTICLE VICouncils and Committees.

Section 1.Standing Committees. Committees designated as standingare herein established by these Bylaws and shall exist until such time as they


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may be terminated by the Board or by amendment to these Bylaws. All standingcommittee chairs, except the Nominating and Election Committee Chair, shall berecommended by the Nominating and Elections Committee and approved by theBoard of Directors. Persons serving as members of standing committees must bea member of the Corporation as defined in Article V. Each standing committee

chair must be a Director of the Corporation and recommended from among thedirectors of the Corporation.At the time of approval of these bylaws, standingcommittees include the following:

A. Executive Committee. There shall be an Executive Committee of theBoard of Directors.

1) Each of the following officers is hereby designated to serve on theExecutive Committee until the next election of officers or until his or herearlier death, resignation or removal from office:a. Chair

b. Immediate Past-Chairc. Vice Chaird. Secretarye. Treasurerd. Chair of Marketing Council Steering Committeee. Chair of Industry Relations Committeef. Chair of Public Affairsi. Chair of Audit Committee

2) Executive Committee Authority. The Executive Committee shall have

and may exercise all of the authority of the Board of Directors and performthe Roles and Responsibilities of the Committee designated within theCorporations Policies and Procedures, except that, without specificauthorization by resolution of the Board, the Executive Committee shallnot have the authority to:a. fill vacancies on the Board of Directors or any council or committee

thereof;b. adopt, amend or repeal the Corporations bylaws;c. adopt or amend the budgetd. approve or amend the 4-year marketing plane. hire or fire the CEO and President; or

f. adopt, amend or implement rules or procedures inconsistent withexisting by-laws.

B. Audit Committee. The Chair of the Board shall appoint an AuditCommittee whose purpose shall be set forth in a charter which shall beapproved by the Board. The charter shall set forth the duties andresponsibilities of the Committee as well as any qualifications for itsmembers.


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C. Finance Committee. This committee will be chaired by the Treasurer. Itwill oversee the revenues and expenses of the Corporation, recommend tothe Board the annual capital and financial budgets, uses for reserve funds,and advise on the financial implications of the Corporations operationsandperform the Roles and Responsibilities of the Committee designated within

the Corporations Policies and Procedures.

D. Industry Relations Committee. This committee willoversees mattersrelated to industry communication and engagement, Partner developmentand participation, and customer relationship managementand perform theRoles and Responsibilities of the Committee designated within theCorporations Policies and Procedures.

E. Marketing Council Steering Committee. This Committee isresponsible for the development of the 4-year marketing plan as requiredby the Corporations contract with EFI, oversight of the execution of tourismpromotion and marketing services and perform the Roles and

Responsibilities of the Committee designated within the CorporationsPolicies and Procedures.

F. Nominations and Elections Committee. This committee is responsiblefor developing lists of candidates for the offices of Vice Chair, Secretary,Treasurer, Marketing Council Steering Committee Chair, Industry RelationsCommittee Chair, Public Affairs Committee Chair and Audit CommitteeChair. The Chair of this Committee shall be appointed by the Chair of theBoard of Directors.

Section 2.Florida Council of Tourism Leaders.

A. Florida Council of Tourism Leaders. There shall be a FloridaCouncil of Tourism Leaders. The Council shall be chaired by theimmediate past Chair of the Board and may, at the request of the Board,the Chair or the President, advise the Board, the Chair or the President,and perform other assignments as needed.

B. Past Chairs. Every past chair upon the nomination of the Chairand approval by the Board of Directors shall be a member of the FloridaCouncil of Tourism Leaders and shall be entitled to all the rights andprivileges of regular members except that of voting and as otherwise

defined by the Board. Each shall be a member of the Corporation.

Section 3. Other Councils, Committees, Chairs and Members.The Chair may establish one or more regular or ad hoc councils,committees, task forces, or other groups, which may be composed ofBoard members and other tourism industry representatives. The Chairshall appoint the chairs and members of such councils, committees, taskforces, or groups. Any such councils, committees, task forces, or other


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groups shall be dissolved at the end of the term of the Chair whichestablished and appointed them.

Section 4. Requirements for Council or Committee Meetings.The requirements of Article IV of these bylaws with respect to notices of

Board of Directors meetings, waiver of notice and voting shall also applyto meetings of the Executive Committee, other standing, regular or ad hoccouncils or committees. For the Executive Committee and any council orcommittee having less than 11 appointed members, a majority shall berequired for a quorum. For all other councils or committees, a quorumshall be 20% of the appointed membership or five persons, whichever isgreater.

ARTICLE VII

Officers

Section 1. Number. The officers of the Corporation shall be aChair of the Corporations Board of Directors, a Vice Chair, a Secretary, aTreasurer, a President, a Chief Marketing Officer and a Chief FinancialOfficer each of whom, other than the President, Chief Marketing Officerand Chief Financial Officer shall be elected by the Board of Directors. TheChair, Vice Chair, Secretary and Treasurer shall be elected from amongthe members of the Board.

Section 2. Election, Term of Office, and Term Limits. Theofficers of the Corporation to be elected by the Board of Directors shall beelected by the Board of Directors at the annual meeting of the Board ofDirectors. The Chair and Vice Chair shall be elected for one year terms.The Board of Directors, by resolution, may provide for an extension of nomore than one additional one year term for a serving Chair and ViceChair. All other officers who are members of the Corporations Board ofDirectors shall be elected for one year terms, with no term limits specified.If the election of officers shall not be held at such meeting, such electionsshall be held as soon thereafter as is convenient. Each officer to beelected by the Board of Directors shall hold office until his/her successorshall have been elected and qualified or until his/her earlier resignation,removal from office, or death. Any officer that is also a member of theCorporations Board of Directors appointed by EFI shall not receive anysalary.

Section 3. Removal. Any officer elected or appointed by theBoard of Directors may be removed by the Board of Directors whenever,in its judgment, the best interests of the Corporation would be servedthereby, but such removal shall be without prejudice to the contract rights,if any, or the person so removed. Election or appointment of an officer oragent shall not of itself create contract rights.


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Section 4. Vacancies. A vacancy, however occurring, in theoffice of the Chair, Vice Chair, Secretary or Treasurer, may be filled fromamong other directors holding office by the Board of Directors for theunexpired portion of the term.

Section 5. Chair of Board of Directors. The Chair must beelected from among the Corporations Board of Directors and the Chairshall be the presiding officer for all meetings of the members of theCorporation, if any, the Board of Directors, and the Executive Committee,if an Executive Committee is in existence. The Chair, shall as specified bythese bylaws, appoint the Chairs, Vice Chairs and members to thestanding, regular or ad hoc committees, councils or task forces and shallperform such other duties as are assigned to him under law or thesebylaws.

Section 6. Vice Chair. The ViceChair must be elected fromamong the Corporations Board of Directors. The Vice Chair shall be thechair-elect and nominee for the succeeding term of the office of Chair ofthe Board of Directors. In the absence of the Chair or in the event ofhis/her death or his/her inability or refusal to act, the Vice Chair shall havethe duties of the Chair, and when so acting, shall have all the powers of,and be subject to all the restrictions upon the Chair. The Vice Chair shallperform such other duties as from time to time may be assigned to him/herby the Chair or the Board of Directors.

Section 7. President. The Board of Directors shall appointa salaried chief executive who shall have the title of President and whoseterms and conditions of initial employment shall be specified by the Board.The President shall be the chief executive officer of the Corporation and,subject to the direction of the Board of Directors, shall in general superviseand manage all of the business affairs of the Corporation. To the extentpermitted by law, the President may sign any deeds, mortgages, bonds,contracts, or other instruments which the Board of Directors hasauthorized to be executed, except in cases where the signing andexecution thereof shall be expressly delegated by the Board of Directorsor by these bylaws to some other officer or agent of the Corporation, orshall be required by law to be otherwise signed or executed. ThePresident shall hire, direct, and discharge the Chief Marketing Officer,Chief Financial Officer and all other agents, subcontractors andemployees, who shall have such authority and perform such duties asmay be required to carry out the operations of the Corporation. ThePresident shall in general perform all duties as from time to time may beassigned to him by the Board of Directors. The President shall servewithout vote as an ex officio member of the Executive Committee, Boardof Directors and councils and committees of the Corporation.


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Section 8. Secretary. The Secretary must be elected from amongthe members of the Corporations Board of Directors and shall oversee:(a) the keeping of the minutes of all meetings of the Board of Directorsand Executive Committee in one or more books provided for that purpose;(b) that all notices are duly given in accordance with the provisions of

these bylaws or as required by law; (c) the custody of the corporaterecords and of the seal of the Corporation and see that the seal of theCorporation is affixed to all documents the execution of which on behalf ofthe Corporation under its seal is duly authorized; and (d) the performanceof all duties incident to the office of Secretary and such other duties asfrom time to time may be assigned to him/her by the Chair or by the Boardof Directors. The Corporations principle office shall be the officialdepository for all official records for which the Secretary is responsible.

Section 9. Treasurer. The Treasurer must be elected fromamong the Corporations Board of Directors and shall oversee the: (a)

charge and custody of all funds and securities of the Corporation; receiptand giving of receipts for monies due and payable to the Corporation fromany source whatsoever, and deposit all such monies in the name of theCorporation from any source whatsoever, and deposit all such monies inthe name of the Corporation in such banks, trust companies, or otherdepositories and (b) in general perform all of the duties assigned to him bythe Chair or by the Board of Directors. If required by the Board ofDirectors, the Treasurer shall give a bond for the faithful discharge ofhis/her duties in such sum and with such surety or sureties as the Board ofDirectors shall determine. The cost of such bond shall be paid by theCorporation. The Treasurer may delegate responsibilities of the office,including the signing of checks, to the Chief Financial Officer hired by thePresident. The Corporations principal office shall be the official depositoryfor all official records for which the Treasurer is responsible. TheTreasurer shall serve as the Chair of the Committee having responsibilityfor finance and budget.

ARTICLE VIIIResignations

Any officer of the Corporation may resign at any time by givingwritten notice to the Board of Directors, to the Chair of the Board ofDirectors, to the Vice Chair, or to the Secretary of the Corporation. Anysuch resignation shall take effect at the time specified therein, or, if thetime be not specified therein, upon its acceptance by the Board ofDirectors.


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ARTICLE IXAnnual Audit

The Corporation shall make provisions for an annual post-audit ofits financial accounts to be conducted by an independent certified public

accountant. The annual audit report shall be due prior to December 1 ofeach year, shall include a management letter, and shall be submitted tothe Auditor General, the Office of Policy Analysis and GovernmentAccountability, and the State of Florida, for review.

ARTICLE XContracts, Loans, Checks, and Deposits

Section 1. Contracts. To the extent permitted by law: (a) theBoard of Directors may authorize the Chair, the President or any office or

officers, agent or agents to enter into any contract or execute and deliverany instrument in the name of and on behalf of the Corporation; and (b)such authority may be general or confined to specific instances.

Section 2. Loans. No loans shall be contracted on behalf of theCorporation and no evidence of indebtedness shall be issued in its nameunless authorized by law and by a resolution of the Board of Directors.Such authority may be general, if permitted by law, or confined to specificinstances.

Section 3. Checks and Orders for Payment of Money. Allchecks, drafts, or other orders for payment of money, notes, or otherevidences of indebtedness issued in the name of the Corporation shall besigned by such officer or officers, agent or agent by the Corporation and insuch manner as shall from time to time be permitted by law and resolutionof the Board of Directors. In the absence of such resolution, suchinstrument shall be signed by the President or Chief Financial Officer.

Section 4. Deposits. All funds of the Corporation not otherwiseemployed shall be deposited from time to time to the credit of theCorporation in such banks, trust companies, or other depositories aspermitted by law.

ARTICLE XIFiscal Year

The fiscal year of the Corporation shall begin on July 1 and end onJune 30 in each year.


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ARTICLE XIIPublic Meeting

The Corporation is subject to the provisions of Chapter 119 andChapter 286.011, Florida Statutes relating to open public meetings.

ARTICLE XIIIRules of Order

The most recent edition of Roberts Rules of Orders shall prescribethe rules of the conduct for all meetings of the Corporation so far as notinconsistent with the laws of Florida, with the articles of incorporation, orwith these bylaws.

ARTICLE XIV

Amendments

These bylaws may be altered, amended, or repealed and newbylaws may be adopted in accordance with the laws of the State of Floridaby a vote of the Board of Directors, at any meeting of the Board ofDirectors, provided notice of the proposed change is given in the notice ofsuch meeting.

DONE AND ADOPTED this 24th day of May, 2012, by the Board ofDirectors of the Florida Tourism Industry Marketing Corporation, Inc.

________________________________Tony Lapi, Chair

________________________________Harold Wheeler, Secretary

Enterprise Florida Board of Directors Executive Committee Meeting Agenda 062012

Documents

Transcript of Enterprise Florida Board of Directors Executive Committee Meeting Agenda 062012