There shall be two classes of members of this corporation: active and honorary.

(a)    Active. The active members shall be entitled to any and all privileges and benefits provided by the corporation, including voting privileges and receiving legal memoranda and newsletters.  Such active members shall consist of the duly qualified and acting county tax collectors of each of the 67 counties in the State of Florida who pay such annual dues as provided in the By-laws or until such membership has been revoked as provided in the By-laws.  The county tax collector shall be eligible for membership upon installation in office as county tax collector, and the payment of dues and such membership shall terminate upon the appointment or election and taking of office of a successor or when a fiscal year ends without payment of dues by a tax collector. On a need basis, the treasurer is authorized to accept a $25.00 minimum dues payment from a Tax Collector as a “financial hardship” case, if documentation, including the current budget of the tax collector, to support the hardship is timely supplied.  When membership is terminated for failure to pay dues, two-thirds (2/3) of the members present at the next scheduled meeting of the corporation must approve reinstatement of membership.  A request for reinstatement must be presented to the secretary with an accompanying payment of the annual dues at least fifteen (15) days before the meeting at which the reinstatement will be voted.  The secretary will agenda the request accordingly.

(b) Honorary.  The honorary membership of the corporation shall consist of those persons having formerly held office in the State of Florida as a county tax collector and who resigned or retired from said office under honorable circumstances or those persons as approved by the general membership to have performed exceptional service to the corporation.

  Dues for the corporation shall be from January 1 through December 31 of each year.  The Board of Directors shall consider and anticipate the financial needs and requirements of the corporation and shall recommend the amount of annual dues at the regular Annual Meeting.
         This recommendation shall be submitted together with a report of the anticipated expenditures of the corporation.  The active membership of the corporation shall recommend the amount of such annual dues, and the amount set for each active member shall be assessed and the member billed after the Board of Directors makes final approval of the budget.  No dues shall be assessed of the honorary members of the corporation.

 
Any funds that are not dues but which may be received lawfully by the corporation, and after legitimate expenses and State and Federal taxes, if any, are paid, shall be used for legitimate corporate purposes, but only if their use reduces the need for public existing or future dues or they are distributed to the office of each tax collector on a fair and reasonable basis, as may be determined by the members in Executive Session or a combination of both, it being the policy of the corporation that all such funds shall always go to the express benefit of the taxpayers.

Any member may bring to the attention of the corporation a violation of the Articles of Incorporation or By-laws by any member.  Upon any failure, refusal, or neglect by any member to comply with the provisions thereof, the Board of Directors may take such appropriate action, including revocation of membership, as it shall see fit.

Each active member shall be entitled to one (1) vote at any meeting of the members.  Honorary members shall not be entitled to vote.

Whenever a vote shall be taken, except as provided in Section 3 herein, at any Annual or Special Meeting of the corporation on any question, motion, resolution or otherwise, it shall be taken by voice vote of those eligible to vote and present and voting, except on the request of five (5) members present who are eligible to vote, whereupon the vote may be taken by secret ballot. When in doubt, the presiding officer may call for a roll-call vote of the membership.

In the election of officers and the members of the Board of Directors and in considering the conduct of a member, the voting shall be by secret ballot.

  In the election of officers during the spring meeting, absentee voting will be permitted.  If an active member of the corporation is in good standing, the member shall be permitted to ballot for persons of the member’s choice for the elective positions of the corporation.  The member’s absentee ballot shall be attested to by a witness and mailed to the secretary of the corporation.  The ballot will remain sealed and be turned over to the Chair of the Nominating Committee. 

 
The corporation shall hold one Annual Meeting, which shall be held during the last six (6) months of the calendar year and one spring meeting at some time prior to the Annual Meeting.  

 
In the absence of a vote of the membership to the contrary, the Board of Directors shall determine the time and place for the Annual Meetings.         

 
The secretary of the corporation shall give to each officer and to each member of the corporation thirty (30) days advance notice of the time, place, and workshop agenda of each Annual Meeting.  Such notice may be delivered by electronic means and posted on the Florida Tax Collectors, Inc. web site.         

 
Special meetings of the corporation may be held on the call of the president, who shall fix the time and place thereof, and state the purpose of said Special Meeting.  Fifteen (15) days written notice shall be sent to the active members by the secretary of the corporation, which written notice shall give the time and place and state the business to be considered.  Such notice may be delivered by electronic means and posted on the Florida Tax Collectors, Inc. web site.  Such notice may be waived at any time before, at, or after the meeting, but only on good cause shown.

         The president shall call a Special Meeting on the written request of any fifteen (15) members of the corporation who are eligible to vote at a meeting thereof.  If the president shall refuse to call a Special Meeting on the written request of fifteen (15) or more such members, such fifteen (15) or more members may call a Special Meeting of the corporation and fix the time and place thereof, and in such an event such members shall give thirty (30) days written notice to all officers and active members of the corporation stating the time and place and business to be considered at such meeting.  Such notice may be delivered by electronic means and posted on the Florida Tax Collectors, Inc. web site.  Such notice may be waived at any time before, at, or after the meeting, but only on good cause shown.        

 
Twenty (20) or more members of the corporation, eligible to vote on business coming before the corporation, shall constitute a quorum for the transaction of any and all business at any Annual or Special Meeting of the corporation, except when considering the conduct of any officer of the corporation, then a two-thirds (2/3) vote of the members shall constitute a quorum.         

  By a majority vote of the membership eligible to vote, upon the motion of a member, any session or part of any session of the corporation may be declared an Executive Session, and any and all persons not eligible to vote on questions coming before the corporation shall retire from the session or part of the session, except the general counsel and any compensated staff, unless by majority vote of the members present, any other person is authorized to remain for a specific purpose. 

 
The order of business of meetings shall be determined by the president as seen fit.

 
Roberts Rules of Order shall govern all parliamentary proceedings in all meetings of the corporation and the Board of Directors.

  The president shall appoint a parliamentarian to assist during term of office. 

 
The officers of the corporation shall consist of a president, first vice president, second vice president and treasurer, and such other officers as the Board of Directors or members may from time to time deem necessary or desirable.  Succession to the presidency of the corporation shall be by progression through the offices of second vice president and first vice president.  Line of succession is to be automatic, with the first vice president to succeed the president and the second vice president to succeed the first vice president.

 
No two (2) offices may be held by the same person.

 
Nomination and election of officers for a one (1) year term shall take place by majority vote at the spring meeting.   The president, first vice president, second vice president, and treasurer shall take office at the installation ceremony at the conclusion of the Annual Meeting.  The secretary of the corporation shall be appointed by the president and must be an active member of this corporation.

 
The district directors of this corporation shall be elected by the active members from the district that they will represent.  This election shall be done prior to the Annual Meeting.

 
If any vacancy shall occur in any office by reason of resignation, death, or otherwise, a replacement shall be nominated from and elected by the general membership to fill such vacancy until the next election, except that vacancies in the office of president or first vice president will be filled by succession in the order outlined in Section 1 of this Article.

The president shall preside at all meetings of the corporation.  The president may request another officer or member to preside temporarily.  The president shall supervise the other officers, staff, and consultants, whether employees or independent contractors, of the corporation to ensure their proper performance and shall have such other powers and perform such other duties as may be fixed by the By-laws.  The president shall have authority to employ clerical help at the expense of the corporation.  The president shall review periodically the status of the Tax Collector Directory and assign any duties with regard to that Directory to the executive director, a member, or a committee, at the discretion of the president.

 
The first vice president shall perform such duties as may be assigned by the president or by the Board of Directors of the corporation.  The first vice president shall also preside over the corporation in the absence of the president and shall automatically serve as a member of the Legislative Committee.  The first vice president shall succeed the president in office.

 
In the absence of the president and first vice president, the second vice president shall preside over the corporation.  The second vice president shall succeed the first vice president in office.

 
In case of death, removal, resignation, absence, or disability of the president and/or the first vice president, the line of succession outlined in Article I of this Section shall be invoked.  In the case of death, removal, resignation, absence, or disability of the second vice president and/or the treasurer, a replacement shall be nominated from and elected by the general membership to perform all the duties and be vested with all the power herein confided in said office for the remainder of the term of office.

The secretary shall attend and shall keep a record of the minutes of all meetings of the corporation and of all meetings of the Board of Directors.  The secretary shall give notice of meetings as herein provided for.  The secretary shall have custody of all books, papers, records, and documents of the corporation, except the books of the treasurer.  The secretary shall keep a current list of the active members of the corporation as received from the treasurer. The secretary may be assisted by the executive director, who shall be instructed by the secretary in the carrying out of the corporate secretarial duties.

The treasurer shall keep an accurate account of all monies received and disbursed by and for the corporation.  The treasurer shall bill each member and upon receipt of payment, issue and mail a membership card and receipt to those paying dues. The treasurer shall report promptly to the secretary any and all payments of dues by members, together with a listing of those paying dues.   All checks of the Corporation for the payment of money shall be signed by the Treasurer. The Treasurer shall disburse the funds of the corporation in payment of bills or accounts. A budget shall be prepared and submitted by the treasurer for the ensuing fiscal year to the general membership via mail thirty (30) days prior to approval at the Annual Meeting.  

The treasurer shall receive all monies of the corporation and pay out such monies on bills of account or any expenditures when properly approved. The treasurer shall enter into bond at the expense of the corporation of such amount as set by the corporation at its Annual Meeting.   The treasurer may use the executive director to assist in any of these duties and may ask the executive director to prepare a proposed budget for the consideration of the treasurer. The proposed budget shall be presented by the treasurer to the Executive Committee and the Board of Directors pursuant to Article 1, Section 2 of these By-laws.

The treasurer shall receive all monies of the Corporation and pay out such monies on bills of account or any expenditures when properly approved on the basis of and consistent with the Corporation’s current approved budget. The treasurer’s books shall be audited annually by an independent Certified Public Accountant who shall be selected by the treasurer and approved by the Executive Committee.  A written report of the audit shall be made within ninety (90) days after the close of the fiscal year to the Board of Directors.

No officer of the corporation shall receive compensation by virtue of holding any office; however, the president shall ensure that no officer or member shall have to absorb any undue expense caused by rendering a service to the corporation, either as an individual or by serving on a committee. The secretary shall be authorized to employ or contract with a clerical word processing or technical assistant(s) with the expense of same to be paid from corporate funds or assign these duties to the executive director. Any bills, or accounts due an individual or group, not otherwise authorized for payment shall be presented by the treasurer to any Annual Meeting, Special Meeting, or meeting of the Board of Directors.
         

The treasurer, upon being duly elected, for a term of one year under these By-laws, and the immediate past president shall also serve respectively a one-year term on the Board of Directors of The Florida Tax Collectors Service Corporation, whose original Articles of Incorporation were filed on March 8, 1995, with the Florida Secretary of State and whose sole stockholder is The Florida Tax Collectors, Inc.  The president, upon being duly elected for a term of one year under these By-laws, shall serve as an ex-officio member of the Board of Directors of the Florida Tax Collectors Service Corporation.
        

The Corporation shall employ or retain a general counsel whose duties shall be set forth expressly in a written contract.
        

The corporation may employ or retain the services of an Executive Director to assist in coordinating and facilitating the activities of the corporation; the duties of any executive director will be those set forth in a written contract.  

 
Except as otherwise required by law or provided by these By-laws, the entire control and management of the corporation and its affairs and property shall be vested in its Board of Directors and shall be composed of no less than three (3) and no more than fifteen (15) persons.
        

 
Between meetings of the corporation, the Board of Directors shall have, and may exercise, all of the powers and functions that the corporation normally possesses and may exercise at any Annual or Special Meeting, with the exception of legislative and state agency action.

           The Board shall hold quarterly meetings that shall be noticed in writing or by facsimile to the members of the corporation no later than fifteen (15) days prior to each quarterly meeting.  Such notice may be delivered by electronic means and posted on the Florida Tax Collectors, Inc. web site.  The Board shall meet in addition at the call of the president as deemed necessary by the president or upon a request of three-fourths (3/4) of the members of the Board of Directors.

           Provided, however, that the Board of Directors may direct the president or the president’s appointee to exercise the powers of the corporation regarding legislative matters during any session of the Florida Legislature when, in the opinion of the Board of Directors, there is insufficient time to call a meeting of the members.

 
Other than the members of the Executive Committee, each member of the Board of Directors shall be elected by the active members of the Corporation in each district and shall be certified by the active members of the Corporation as a whole at the Annual Meeting of the members.
          

 
The Board of Directors shall consist of the president who shall be the chair of the Board of Directors, the first vice president who shall be the vice chair of the Board of Directors, the second vice president, treasurer, and the immediate past chair who shall be a director-at-large, and one director elected from each of the following districts:                                  

#1 Counties:	#2 Counties:
Escambia Holmes Okaloosa Santa Rosa Walton Washington	Bay Calhoun Franklin Gulf Gadsden Jackson Liberty
#3 Counties:	#4 Counties:
Hamilton Jefferson Lafayette Leon Madison Suwannee Taylor Wakulla	Alachua Columbia Dixie Gilchrist Levy Marion Putnam
#5 Counties:	#6 Counties:
Baker Bradford Clay Duval Flagler Nassau  St. Johns Union	Brevard Lake Orange Osceola Seminole Volusia
#7 Counties:	#8 Counties:
Citrus Hernando Hillsborough Pasco Pinellas Polk Sumter	Charlotte Desoto Glades Hardee Highlands Manatee Sarasota
#9 Counties:	#10 Counties:
Indian River Martin Okeechobee Palm Beach St. Lucie	Broward Collier Miami-Dade Hendry Lee

 
District members of the Board of Directors shall be elected for a term of two years.  Directors shall be elected from odd numbered Districts No. 1, No. 3, No. 5, No. 7, and No. 9, in even numbered years.  Directors shall be elected from even numbered Districts No. 2, No. 4, No. 6, No. 8, and No. 10, in each odd numbered year.

 
Each member of the Board of Directors shall have an equal right to vote on every question that shall come before the Board. Eight or more members of the Board of Directors shall constitute a quorum, and a quorum shall be necessary in order for the Board of Directors to transact any business.  The Board of Directors shall:        

1. Subject to the provisions of Article V, Section 11 of these By-laws, consider and anticipate the financial needs and requirements of the Corporation and shall recommend the amount of annual dues at the regular Annual Meeting;        
2. Direct all of the affairs of the Corporation, subject to law and the provision of the Articles of Incorporation and By-laws;
3. Authorize the execution of any contract on behalf of the Corporation;
4. Direct any of the officers of the Corporation in the conduct of the affairs of their respective offices;        
5. Appoint such committees and employ or contract with such persons as it may from time to time find appropriate and for the best interests of the Corporation and to provide for the payment of the funds of the Corporation of any expense incurred;        
6. Approve the depository for the funds of the Corporation;        
7. Serve as an advisory and long range planning committee.;
8. As its expressed responsibility, keep the members of the Corporation up to date on major developments regarding ethics and conflicts of interest in public office, including directing the Education Committee from time to time to provide educational opportunities on certain ethics or conflicts of interest matters as they may arise;
9. Prepare a written report on the actions taken by the Board, including actions or recommendations from committees that have reported to the Board, using the chairs of the committees as applicable to assist in the presentations and to help explain any matters that may require vote by the members in Executive Session;         
10. Review and, from time to time as it deems appropriate, make recommendations on the administration and functions of the corporation, including its use of committees and district meetings;
11. Reports of committees of the Corporation shall be presented as necessary to the Board of Directors.  These reports will be by the chairs of the respective committees, assisted by the Executive Director, with findings and recommendations, if any, clearly delineated and expressed; and  
12. Set the bond for the treasurer at the Annual Meeting. 

 
The Annual Meeting of the Board of Directors shall be held immediately before the Annual Meeting of the members.

 
Special meetings of the Board of Directors may be called at any time by the chair of the Board of the chair’s own motion and must be called by the chair at the request of any two (2) members of the Board of Directors.        

 
Notices of all meetings of the Board shall be sent by the secretary to the directors at least three (3) days in advance of the meeting.  Such notice may be delivered by electronic means and posted on the Florida Tax Collectors, Inc. web site.  Such notice may be waived at any time before, at, or after the meeting, but only on good cause shown.        

 
The president of the corporation shall preside at all meetings of the Board of Directors and serve as chair of the Board.  The first vice president of the corporation shall serve as vice chair of the Board of Directors.  The secretary of the corporation shall act as secretary of the Board of Directors and record the minutes of its meetings. 

 
There shall be only one (1) standing committee of the corporation, to be known as the Executive Committee, which shall be composed of the president, first vice president, second vice president, treasurer, and immediate past president, who shall serve so long as they hold office.

         The Executive Committee shall perform such duties as may be delegated to it by the membership or the Board of Directors, except that such Committee shall not have the authority to approve or recommend to members actions or proposals required by Florida Statutes to be approved by members, fill vacancies on the Board of Directors on any committee thereof, or adopt, amend, or repeal the By-laws.

           Three (3) members shall constitute a quorum for the transaction of business coming before the Committee.  The Committee shall: 

1. Study ways and means to improve the general condition of the Corporation and make recommendations to the membership and the Board of Directors of the said Committee's findings appropriate and beneficial to the Corporation; 
2. Review and report its recommendations to the Board of Directors on the need, if any, for special awards;    
3. Assess, make recommendations, and report at least annually on the ability of the Corporation to use its assets and wherewithal as appropriate to assist each tax collector with information, guidelines, and standards regarding the tax collector’s constitutional, statutory, and regulatory duties, responsibilities, and functions.; and  
4. Also annually review and report to the Board of Directors on the status of the corporate By-laws and any recommendations related thereto.         

 
Special committees may be appointed by the president and shall perform such duties as may be defined and necessary for the performance of the committee.  Such committees shall be composed of at least three (3) members, and a majority shall constitute a quorum for the transaction of business.  Each committee shall be responsible to the president and be subject to discharge by the president.  Any officer or active member may be appointed to any special committee.        

 
Two (2) special committees (Education and Legislative) shall be allowed to make expenditures associated with their various functions, if deemed necessary by a majority of a quorum, for the benefit and general welfare of the corporation and the general public.  

 
The officers of the corporation shall be ex officio members of all appointed committees.

 
The Legislative Committee shall be composed of the first vice president and six (6) members to be appointed by the president.  The president shall designate one member as chair. The Legislative Committee shall have the power to direct the corporation's interests on matters pertaining to legislation during the sessions of the Legislature; rulemaking (quasi-legislative) by state agencies; and as needed local government ordinances and resolutions that may deal with tax collector matters.  All legislation to be presented on behalf of the corporation should be approved by the membership of the corporation one year before presentation to the Legislature.        

 
The Education Committee of the corporation shall be appointed by the president.  The Education Committee shall be in charge of the development of educational opportunities to assist in the performance of the official duties of the tax collector.  The Education Committee shall coordinate with any state agencies, governments, or independent contractors, as applicable, that conduct presentations of benefit to Tax Collectors and their staffs, with a goal toward avoiding unnecessary duplication of educational sessions and enhancing the scope and quality of educational programs undertaken by the corporation.  It shall be the duty of the Education Committee to schedule periodic workshops on rules of ethics in public office.        

 
The president or the district director of the corporation may hold training conferences designating the time and place and subject matter of such conference.        

 
The Nominating Committee shall be composed of the last five (5) active past presidents.  The most immediate past president will serve as chair of the Committee.  Persons interested in nominating a candidate for office or in being elected to office should notify the Nominating Committee. 

 
Proposals to rescind, add to, or amend the By-laws require a written request signed by at least three (3) active members.  The Executive Committee, the Board of Directors, or a standing or special (including ad hoc) committee meets the definition of three (3) active members for the purpose of proposing By-law changes.  

a.     The proposal to amend the By-laws must be drawn to show the language to be stricken with new language underlined (the method used for proposed changes to the Florida Statutes).  Proposals for new By-laws must be formatted with the proposed Article/Section and verbatim language to be rescinded.       
b.     The proposal must be delivered to the secretary at least thirty (30) days before a scheduled meeting of the corporation.        
c.      The secretary shall send the proposed change(s) to all active members at least fifteen (15) days before the meeting that the proposals will be acted upon.  Proposed changes to the By-laws may be sent by electronic means.   

 
By-laws may be originated, amended, or rescinded by a majority vote of the active members of the corporation during any meeting of the corporation convened under Article III of these By-laws, provided the requirements of Section 1 of this Article are met.