Updated July 2018


Article I

This corporation is a non-profit corporation organized under the laws of the State of Florida and the name of same is MARTIN COUNTY TAXPAYERS, INCORPORATED (MCTA).

Article II


The primary objectives of the MCTA are:

To monitor and review all fiscal and tax matters affecting Martin County
To engage public officials, community leaders and private sector organizations that may influence the economy and efficiency of the County of Martin, the School District, municipalities and other taxing authorities that impact taxes and the financial resources of the county.
To improve, extend and establish a foundation of general tax programs that are effective, cost efficient and maximize the return on investment of taxpayer dollars. Establish a culture and environment conductive to the preservation of tax dollars and taxpayers’ interests.
To develop and communicate a public information program on county, state and federal level tax policies, processes and tax issues using a variety of multimedia approaches and public relations strategies.
Invite, or join coalitions of organizations in participating in efforts to inform, educate as well as influence tax and other fiscal policies that impact Martin County taxpayers.
To hold real estate or other property as may be necessary to further the business interests and affairs in order to achieve the goals of the corporation.

Article III


Section 1. Membership

All persons over the age of 18, interested in the objectives of the MCTA are eligible for membership. Memberships shall be individual, corporate, business or any other category that may be permitted by the Board of Directors. The Board of Directors may also institute different membership levels.

Section 2. Membership Rights and Status

Any person or group requesting membership in the MCTA shall be required to apply for Board approval. The application shall include the prospective individual or organization’s name, address, and other contact information as required. Once approved, a Member may resign at any time by notifying the Secretary of the MCTA in writing and said resignation shall be effective immediately upon receipt. Organizations who join may be asked to withdraw from the MCTA of at any time that their mission or purpose conflict with the core principles and values of the MCTA. Non-payment of membership dues shall constitute an automatic resignation with the removal of all rights and privileges of membership including voting rights.



Article IV


Section 1. Officers

The Officers of this corporation shall be President, Vice President, Secretary and Treasurer. Each Officer must be a Member in good standing of the MCTA. Each Officer shall be elected to serve a term of one year.

The President shall preside over all meetings of the Board of Directors and at all other meetings of the membership and shall have the power to carry on such acts as delegated or determined by the Board of Directors. The President shall be and ex officio member of every committee. The President shall also be empowered to sign all legal and financial documents required to execute board actions and/or as required by law. In the absence of the President, the Vice President, then the Secretary and then the Treasurer shall be empowered to act on behalf of the President unless otherwise determined by the Board of Directors.

Section 3. The Vice-President

The Vice President shall perform all duties as delegated by the President and/or the Board of Directors.

Section 4. Secretary

The Secretary shall be responsible for the custody and safeguarding of all legally required documents, papers, corporation filings and membership lists, files and other related data. The Secretary shall maintain the minutes of all board and/or special meetings conducted on Board matters including all correspondence relating to said meetings. The minutes of said meetings will be published and distributed within ten (10) days prior to the next meeting of the Board. The Secretary shall provide, as required to the Board of Directors with all membership lists and new applications for membership.

Section 5. Treasurer

The Treasurer shall be responsible for all financial matters of the MCTA including the regular and the periodic reporting to the Board as determined by the President and/or the Board of Directors. The Treasurer will maintain and safeguard all financial documents and data of the MCTA on an on-going basis. All financial reports to local, state, or federal governments shall be prepared by the Treasurer and approved before submission by the President and/or the Board as required to meet legal requirements so imposed by any governmental agency. The Treasurer shall be authorized to accept and/or approve financial disbursements of the association’s funds as so delegated by the Board.

Section 6. Election of Officers

AT the first Board Meeting after the Annual Meeting, the Board of Directors will elect new Officers.


Article V

Board of Directors

The corporation shall be managed by a Board of Directors of not less than nine (9), and no more than thirteen (13). Each director shall be a voting member in good standing of the corporation. Each Director shall be elected to serve a one year term. or until the member resigns or is removed for cause.

Section 1. Size of the Board

If at any time there are fewer than nine (9) Directors, the Board of Directors may appoint additional Directors up to the maximum allowable number. The new appointees must be members of the MCTA in good standing, eligible to vote and will hold office until the next Annual Meeting.

Section 2. Powers of the Board

The Board of Directors shall determine the policies and operating procedures of the MCTA and its Officers.

Section 3. Board Meetings

The Board of Directors shall meet at least six (6) times per year or more often at the discretion of the President and at such times and places that shall be determined by the President. Special Meetings may be called by a majority of the Board of Directors. Notices for such meetings must meet the requirements of notice used for all other board meetings. The Secretary shall notify all board members seven (7) days in advance of any board meeting and notices and responses may be transmitted electronically, by phone or by fax. Any Member missing three (3) consecutive meetings without being excused by the President will automatically be removed as a Board Member.

Section 4. Quorum

A quorum is required to approve any Board action by a 51 percent vote of all eligible voting Members of the Board.

Section 5. Board Staff

In order to further the purposes of the MCTA and in order to effectively coordinate the efforts of the Executive Committee and the Board of Directors, in working with the committees and the Membership, the Board may employ a paid staff or secure an office at their discretion. Paid staff may be a Member of the Board. If the paid staff member is a Board Member he/she will recuse themselves from any vote relating to their paid position.

All policy decisions relating to paid staff, location, office space, and all compensation shall be approved by the Board of Directors based on recommendations of the President and the Executive Committee.

Section 6. Parliamentary Authority

The rules contained in Roberts’ Rules of Order Revised shall govern all Board Meetings in all cases except when they are inconsistent with these bylaws.

Article VI

Standing Committees

Section 1. Standing Committees of the Board of Directors

Standing Committees of the Board shall be as follows:

Finance, Fundraising, Membership, Communications, Legislative, Watchdog and Nominating.

Each committee shall be chaired by a member of the board recommended by the President and approved by the Board with the exception of the Executive Committee. These committees shall have no less than three (3) members, but no more than five (5) members except the Legislative Committee which may have twelve (12) members. Board Members may serve on more than one (1) committee. Committee Chairs may recommend the appointment of Members from the membership or the community at large with the approval of the President and the concurrence of the Board of Directors.

Section 2. Nominating Committee

The Nominating Committee will be responsible for providing a slate of candidates at least 90 days before the Annual Meeting for the Board of Directors to the Members.

At the next Board Meeting following the Annual Meeting the Nominating Committee will present to the Board candidates for the officer positions.

Section 3. Finance Committee

The Finance Committee will be chaired by the Treasurer and be responsible for all financial and fiscal assets of the MCTA as well as the reporting and accountably of the assets, their documentation and security, and all reporting to local, state, and federal government agencies as required by regulation or law. The Treasure will prepare regular Board reports of the financial assets of the MCTA, periodic or special reports as requested by the Board of Directors. The Treasurer will also be responsible for the approval of or the dispensing of funds within levels approved by and established by the President and the Board of Directors. As directed by the Board, the Treasurer shall recommend the naming of an ad hoc audit committee and/or the selection of an outside auditing firm who may be engaged to examine and certify the financial and physical resources of the MCTA in a special report, or on an annual basis, in an audit report to the Board. The selection of an auditing firm must be approved by the Board.

The Treasurer and the Chair of the Membership Committee shall provide an annual recommendation to the Board for dues for all categories of membership for their approval.

Section 4. Fundraising Committee

The Fundraising Committee will be responsible to coordinate the quarterly lunches and the Annual Meeting. The Committee will find a speaker, venue and will set the date with the approval of the Board. The events shall be informative and serve as fundraisers for the MCTA. The Fundraising Committee shall suggest other ways of raising funds for the MCTA but must receive approval of the Board of Directors.

Section 5. Membership Committee

The Membership Committee shall be responsible for the maintenance of all membership records, data bases, recruitment and retention policies, renewal notices and communications with Members and prospective members. The Committee will be responsible for making recommendations to the Board for the development of rewards and recognitions.

Section 6. Legislative Committee

The Legislative Committee shall be the focal point for developing Board positions on various legislative positions and or actions effecting taxpayers or the community at large. This Committee will also develop position papers on tax policies that are consistent with the charter of the MCTA on current and/or pending legislation or on matters as delegated by the Board. All position papers will be approved by the Board prior to any release to the public at large, governmental agency or organizations. The Committee may be called upon to provide testimony or comment on various tax or fiscal issues to governmental bodies. The Committee may rely on expert sources who it may wish to call on for assistance or to collaborate on a particular issue of interest to the MCTA.

Section 8. Watchdog Committee

Members of the Watchdog Committee shall attend various public meetings and write reports to be provided to the Board.

Section 9. Communications Committee

The Communications Committee shall be responsible for the MCTA website, social media presence, and communications with the Board, general membership and public. The Chairman of the Committee before posting to social media or the website must confer with one Officer of the MCTA.

Section 10. Ad Hoc Committees

The President may from time to time, appoint Ad Hoc Committees for special purposes or events and the chairs of those committees shall be approved by the Board. The duration of these committees shall be determined by the President.

Article VII

The Annual Membership Meeting

Section 1. The Annual Meeting

The Annual Meeting of the MCTA shall be held during the first quarter of the calendar year. The Secretary shall publish to all Members the date, place and time of the meeting and the slate of candidates for the Board of Directors.

Section 2. Parliamentary Authority

The rules contained in Roberts’ Rules of Order Revised shall govern all meetings in all cases except when they are inconsistent with these bylaws.


Article VIII

Nomination and Election of Directors

Section 1. Election of Directors

The election of Directors shall be conducted at the Annual Meeting. All Directors shall be elected by the voting members from a slate of eligible candidates as provided by the Board of Directors. The Nominating Committee will provide the Board a slate of eligible candidates for their review and approval. All candidates must be Members in good standing. Any voting Member may nominate additional candidates from the floor whose nomination must be seconded by another voting Member.

Only those Members eligible as certified by the Secretary shall be entitled to vote. The President shall appoint two Members that are not running for election to certify the results which will be announced by the Secretary at the Meeting.

The Directors elected at the Annual Meeting shall take office at the first Board Meeting after the Annual Meeting.

Article IX

Amendment of the Bylaws

Section 1. Bylaw Changes

The President with the approval of the Board shall from time to time appoint a Bylaws Committee which will propose amendments to the MCTA’s bylaws.

The Committee shall present to the Board the proposed amended bylaws for their approval. The Board must then send the changes of the bylaws to the membership for their approval at least 60 days before the Annual Meeting. The Members will then vote on those proposed changes at the Annual Meeting. The proposed Bylaw changes will only take effect upon the Membership voting 51% in favor of the proposed changes.

Section 2. Bylaw Changes by General Membership

Any Member proposing changes to the bylaws must send the proposed changes to the Secretary at least 120 days before the Annual Meeting. The Board of Directors at their next scheduled Board Meeting will vote on the Member’s changes. If the Board approves of the proposed changes then the changes will be sent to the Membership at least 60 days before the Annual Meeting for the Membership’s ratification.


Article X

Payment of Dues, Dues Structure, Corporate Records, Insurance

Section 1. Payment of Dues & Dues Structure

The Treasurer and Membership Chair shall review and propose any changes to the annual dues or fees of the MCTA to the Board of Directors for approval prior to the preparation and approval of the annual budget. Annual membership dues are payable each year on the anniversary date of the Member joining the Association. To be a Member in good standing dues must be paid within thirty (30) days of receiving the Member’s dues notice.

Section 2. Access to MCTA Records

The records of MCTA may be made available to any Member to view upon written request to the Secretary. The Secretary may impose a fee or charge on the inquiring Member for any copies or staff time to fulfill the request. If a request of a Member is rejected, a written explanation of the rejection will be provided by the President within ten (10) days after the next Board Meeting from the date the request is made. No copies of any MCTA documents shall be released to the public, media, or other organization without prior approval of the President and/or Board of Directors.

Section 3. Insurance

The MCTA shall indemnify all Officers, Directors and paid staff and agents of the MCTA to the extent permitted by law and shall purchase for such indemnification an “Officers & Directors” policy and other insurance as needed.


Article XI


Upon the dissolution of the MCTA, The Board of Directors, after paying or making provision for the payment of all liabilities of the MCTA, shall dispose of the remaining assets of the MCTA exclusively for the benefit of the MCTA. Such disposition shall only be done in accordance with and/or as prescribed by law and/or the rules of the State of Florida and the United States. In addition, no Director shall possess any right or interest in the MCTA’s property. The Board will have in its sole discretion the manner to dispose of the MCTA’s assets and the disbursement of funds that remain in an expeditious manner.

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