Florida Medical Manufacturers' Consortium (FMMC) By-Laws

Article I: Name
The name of this corporation is Florida Medical Manufacturers' Consortium, Inc. (FMMC), a corporation not for profit, incorporated under the laws of the State of Florida.

Article II: General Membership Meetings
Section 1. The regular meeting of the members of this association shall be held as scheduled by the secretary, unless changed by the chairman or a majority of the board of directors.

Section 2. Special meetings of the members may be called by the chairman or by a majority of the members of the board of directors.

Section 3. Five days notice of a special meeting shall be given each member by e-mail at his or her last known e-mail address.

Section 4. At all meetings of the members of this association, each active member in good standing shall be entitled to one vote.

Section 5. A quorum shall consist of one-fourth of the present active members.

Article III: Membership
The membership of this corporation shall consist of any corporation, partnership or individual in the State of Florida that is interested in the medical manufacturing industry of Florida. Each active member in good standing shall have one vote. Memberships shall consist of two classifications: member and associate. Members shall have full voting privileges and will be eligible to serve as officers and directors. Associate members shall enjoy all membership privileges, except will not be able to serve as chairman or vice chairman or have voting privileges unless they are voting on board decisions as a director or officer. Each member with membership in good standing shall have one vote.

Article IV: Board of Directors and Officers
Section 1. The affairs of this association shall be managed by a board of directors consisting of up to twenty members and associate members of the association and the immediate past chairman who shall serve in an ex-officio capacity until there is a successor. The board will have up to seventeen members who may be elected as officers. There will not be more than three associate members on the board at any one time. Directors shall be elected for three-year terms with no more than seven retiring in any year. Officers will serve one-year terms and may succeed themselves.

Section 2. The chairman will select a nominating committee of at least five active members at least thirty days prior to February 1 of each year with the requirement that they report to the board of directors and active membership at least thirty days prior to the scheduled April meeting every year with a proposed slate of directors and officers for the association. The elections would be held at the April meeting of each year.

Section 3. Vacancies on the board of directors shall be filled by appointment by a majority vote of the board of directors.

Section 4. The board of directors shall have the power to control and manage the affairs of the association. The board of directors may, from time to time, expend the funds of the association in such amounts and for such purposes as the board of directors may deem proper; and this authority may be delegated to the chairman by the board subject to such limitations as the board may prescribe.

Section 5. Any director or officer may be removed at any time with or without cause, by two-thirds vote of the full board of directors then serving.

Section 6. A quorum shall consist of a majority of the members of the board.

Article V: Elections
At the annual meeting in April, the Nominating Committee shall restate their recommendations for the board of directors, including the officers. Prior to voting, the active membership may also submit nominations from the floor. Immediately after nominations are closed, the elections of the directors and officers shall be held. Directors and officers shall be elected by a majority vote of those members present at the annual meeting.

Article VI: Officers Responsibilities
Section 1. The chairman shall preside at all membership meetings, shall have general supervision of the affairs of the association; shall make reports to the directors and to the members and perform all duties as are incident to his office, or are properly required of him by the board of directors.

Section 2. In the absence or disability of the chairman, the vice-chairman shall perform the duties of the chairman.

Section 3. The secretary shall have charge of the association records and shall make such reports and perform such other duties as are incident to that office, or are properly required of that person by the board of directors.

Section 4. The treasurer shall have the custody of all funds and securities of the association in such bank or banks as the directors may designate; shall prepare all checks, drafts, notes or orders fro payments of money and shall pay out the same under the direction of the Board. The treasurer shall at all times exhibit the books and accounts to any director of the association upon application at the office of the association during business hours.

Section 5. Any general membership meeting having a quorum present may direct that these books and accounts be brought before the next such meeting for examination.

Section 6. All checks, drafts, notes or orders of payment of money shall require one signature for amounts up to $2,000 and any two signatures for amounts over $2,000. Any officer may be authorized to sign on behalf of the association.

Section 7. The books of the association shall be audited annually or more frequently if the board of directors determines it to be in the interest of the association.

Article VII: Committees
The chairman shall be authorized to appoint members to chair committees during his term of office. The standing committees of this association will be programs and membership. The chairman may establish other committees. The chairman will serve as an ex-officio member of all committees.

Article VIII: Dues and Payments
The board of directors shall promulgate membership dues in this organization. Membership dues may be changed at any regular board of directors meeting provided thirty days notice is given stating the proposed change. The board of directors shall determine billing procedures. The corporation's fiscal year shall commence June 1 and terminate May 31. When dues are delinquent over thirty days, a notice shall be sent to the member informing that if they are not paid within thirty days hence, the member shall be deemed to have resigned from the association.

Article IX: Honorary Life Members
Honorary Life membership may be granted by the board of directors in recognition of long and exceptional service to the objectives of the corporation to a member retired from active participation. Dues shall be waived for such honorary memberships. Honorary life members shall have all membership privileges except those of voting and holding office.