Bluffs Business Association, Inc.

Established 2003
“Empowering Local Businesses”
Updated and Approved: February 2025

Table of Contents
1. Mission & Purpose
2. Association Address & Legal Information
3. Membership
4. Officers & Directors
5. Committees
6. Meetings & Voting
7. Financial Policies (CPA Managed)
8. Digital Operations & Communications
9. Accessibility & ADA Compliance
10. Code of Conduct & Ethics
11. Amendments
12. Parliamentary Authority
13. Approval & Signatures

Article 1: Mission & Purpose

The Bluffs Business Association (BBA) exists to empower local businesses through education, leadership, and networking. Our mission is to foster collaboration, innovation, and community engagement among business owners throughout Belleair Bluffs, Largo, Seminole, Clearwater, and the Gulf Beaches.

Article 2: Association Address & Legal Information

Principal Address:
13801 Walsingham Road, Suite 186
Largo, FL 33774
Registered as a Florida Not-For-Profit Corporation
EIN: 20-0379947
State Document Number: N17000005741

Article 3: Membership

Membership is open to all businesses within Pinellas County and surrounding communities. Membership tiers include Basic ($145), Elite ($295), and Community Partner (Nonprofit/Charity). Members are expected to uphold the Association’s mission and code of conduct. The Board reserves the right to revoke membership for conduct harmful to the Association.

Article 4: Officers & Directors

4.1 Executive Board

The Executive Board shall consist of the following officers:
President, Vice President, Secretary, Treasurer, and Marketing Director.
These officers serve as the primary leadership team responsible for overseeing the operations, administration, and strategic direction of the Association.

4.2 Standing Committees

Standing Committees of the Association include:

• Events
• Membership Development
• Community Outreach
• Member Engagement
• Member Retention

All Committee Chairs are members of the Board of Directors.

4.3 Advisory Council

The President may appoint an Advisory Council, composed of past presidents and/or respected community leaders.

• The Advisory Council serves in a non-voting advisory capacity.
• Members are appointed at the discretion of the President.

4.4 Eligibility for Office

Any Member in good standing is eligible to be elected to or retain any office or committee chair position within the Association.

4.6 Duties of Officers

The duties of each Officer shall be in accordance with Robert’s Rules of Order, supplemented by the Association’s internal Board Member Responsibilities documentation.

4.7 Removal from Office

• Any Officer or Director may be removed for cause by a two-thirds (2/3) vote of the Board of Directors, excluding the individual subject to removal.
• Removal procedures must follow the Association’s established protocols to ensure fairness and transparency.

4.8 Vacancies

Vacancy in the Office of President:

• If the President’s position becomes vacant, the Vice President shall automatically assume the office of President.

All Other Vacancies:

• Any vacancy in an unexpired term shall be filled by presidential appointment within 30 days.
• The appointment must be approved by a two-thirds (2/3) vote of the Board of Directors.

4.9 Board of Directors

• The Board of Directors consists of all Officers and all Standing Committee Chairs.
• The Board has full administrative authority over the affairs, funds, and property of the Association between general business meetings.
• The Board may not overturn or modify actions previously decided by the general membership.

4.10 Board Meetings

Board meetings shall be held at the discretion of the President, who determines meeting frequency, format, and agenda in accordance with the Association’s bylaws and governance standards.

Article 5 – Committees

Each committee is responsible for carrying out its respective duties in alignment with the BBA’s mission. Committee Chairs may appoint ambassadors to assist them. Ambassadors are non-voting participants.

Article 6 – Meetings & Voting

Board and Association meetings may be held in person or virtually. Votes conducted electronically carry the same validity as in-person meetings. A quorum shall consist of 25% of voting members. The Board may act on behalf of the membership when appropriate.

Article 7 – Financial Policies (Updated for 2025)

Section 7.1 – Professional Accounting Oversight

The Bluffs Business Association, Inc. (“BBA”) shall retain a certified public accounting firm to manage the Association’s bookkeeping, reconciliation, and financial reporting. Tess CPA Group currently serves as the Association’s accounting partner and provides monthly financial statements, including but not limited to Profit and Loss Reports, Balance Sheets, Accounts Receivable and Aging Reports, Bank Activity Summaries, and Member Dues and Contact Lists. These reports are prepared in accordance with GAAP and distributed to the full Board of Directors.

Section 7.2 – Financial Review & Board Accountability

Monthly financial reports shall be shared electronically with all Board members for review and transparency. The Board as a whole serves in an oversight capacity in lieu of a Treasurer until such time as the role is reinstated. The President and Vice President are responsible for coordinating directly with the CPA firm to ensure accuracy, compliance, and timely review of financial statements.

Section 7.3 – Annual Reporting

At the close of each fiscal year, the CPA firm shall prepare an annual financial summary to be reviewed by the Board, presented to membership, and archived.

Section 7.4 – Financial Controls & Transparency

All disbursements require authorization from the President or designee and reconciliation by the CPA firm. Records will be stored securely and available to officers on request.

Section 7.5 – Treasurer Role (Future Provision)

If a Treasurer is appointed, the position will liaise between the Board and the CPA firm to monitor transactions, review reports, and coordinate the annual budget.

Section 7.6 – Public Transparency Statement

Financial summaries may be made available to members upon request or through the Association’s member portal.

Article 8 – Digital Operations & Communications

The BBA conducts business through secure digital platforms such as Google Workspace, Zoom, and official email accounts. Electronic voting, recordkeeping, and digital signatures are authorized. All data will be securely stored and protected under applicable privacy laws.

Article 9 – Accessibility & ADA Compliance

The Bluffs Business Association is committed to accessibility and inclusion for all members and guests. All events, programs, and digital content shall comply with the Americans with Disabilities Act (ADA) and Web Content Accessibility Guidelines (WCAG 2.1). Reasonable accommodations will be provided upon request, and an Accessibility Liaison will be appointed by the President to oversee compliance.

Article 10 – Code of Conduct & Ethics

Members and officers are expected to act with integrity, professionalism, and respect. The use of the Association’s name, logo, or branding must align with its mission. Conflict of interest disclosures are required when applicable.

Article 11 – Amendments

These bylaws may be amended by a two-thirds (2/3) vote of members present at a regular meeting or via approved digital vote, provided written notice is given at least one meeting prior.

Article 12 – Parliamentary Authority

Robert’s Rules of Order (latest edition) shall govern all proceedings not otherwise covered by these bylaws.

Article 13 Legal Counsel on Retainer

To protect the Association, its Board, and its members, the organization shall maintain legal counsel on retainer.

• The Association will retain Attorney Grayden Dough as its legal representative and protective counsel.
• Legal counsel may advise the Board on matters of governance, legal compliance, contracts, dispute resolution, risk mitigation, and any issues affecting the Association.
• The Board may consult the attorney at any time deemed necessary to ensure proper legal protection and operational integrity.

Article 14 Insurance & Indemnification

The Bluffs Business Association (BBA) shall maintain comprehensive insurance coverage to protect the Association, its Board of Directors, Officers, Committee Chairs, volunteers, and authorized representatives from personal liability. This includes, but is not limited to, Directors and Officers (D&O) Liability Insurance, General Liability Insurance, and any additional policies deemed necessary to safeguard against claims, lawsuits, allegations of personal harm, or damages arising from actions taken in good faith on behalf of the Association. The purpose of this insurance is to ensure that no Board Member or Officer is personally financially responsible for legal claims connected to their service within the BBA. The Board shall review insurance coverage annually to ensure adequate protection and compliance with best practices for nonprofit governance.

Article 15 – Approval and Signatures

Approved by the Bluffs Business Association Board of Directors on this 18th day of September 2025.
______________________________
Larry Bell, President
______________________________
Kimberly Bender, Vice President
______________________________
Alanna Karaosmani, Secretary
______________________________
Stacy Myers, Treasurer
Date: ________________________