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By Laws
BYLAWS
FLORIDA EDUCATIONAL FACILITIES PLANNERS' ASSOCIATION, INC.
Adopted: July 23, 1997
Amended: July 09, 2004
The name of the corporation shall be The Florida Educational Facilities
Planners' Association, Inc., hereinafter referred to as the Association.
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Section 1. Membership.
The responsibility of all members shall be to uphold the purpose
of the organization and to support all officers.
a. Educational Member: Any person who is employed by a Florida
public educational system and who is involved in planning educational
facilities may become a member, hold office, and have voting privileges.
b. Retired Member: Anyone residing in the state of Florida who
was previously qualified for educational membership and has retired
from the qualifying system may be a member and shall have all privileges
except holding office. A Retired Member who also qualifies as an
Associate Member must apply as an Associate Member.
c. Associate Member: Architects, engineers, consultants in private
practice, and organizations that produce goods for educational facilities
may become an associate member and shall have all privileges except
voting and holding office. However, the appointed Associate member
representative to the Board shall have voting privileges.
Section 2. Voting Rights.
Each educational and retired member shall be entitled to one (1)
vote on each matter submitted to a vote of the members, unless otherwise
provided in these Bylaws.
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Section 1. Dues.
The Association will be financed in part through the collection
of dues. The dues may be established by the Board of Directors as
deemed necessary for the operation of the Association. Dues are
payable at the beginning of the fiscal year.
Section 2. Assessment of Fees.
The Board of Directors shall determine the schedule of fees and/or
assessments. The Board of Directors shall review the schedule of
fees and/or assessments at least annually and notify the membership
of the effective date for any change in the schedule.
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Section 1. Officers.
The officers of this Association shall consist of a president, a
president-elect, a secretary, and a treasurer, each of whom shall
be elected by the Association's members.
Section 2. Duties and Terms.
The officers shall take office immediately following the annual
summer meeting. The officers of this Association shall have the
following duties:
a. President:
The president of the Association shall serve a one (1) year term.
This office shall be filled by the person who served as president-elect
during the preceding year. The president shall have general and
active management of the affairs of the Association subject to the
directions of the Board of Directors, shall preside at all meetings
and shall serve as liaison in public relations. The president shall
appoint the Board of Directors, which appointments shall be ratified
by the Board.
b. President-Elect:
The president-elect, providing he/she is available and a member
in good standing, shall automatically succeed to the office of president
after a one (1) year term as president-elect. The president-elect
shall assist the president, shall assume the duties of the president
in the event of the absence or disability of the president, and
shall perform such other duties as may be prescribed by the Board
of Directors or the president.
c. Secretary:
The secretary shall serve a three (3) year term and shall have custody
of, and maintain, all the Association corporate records, shall record
the minutes of all meetings of the members and of the Board of Directors,
shall send all notices of meetings, shall be editor of the newsletter,
and shall perform such other duties as may be prescribed by the
Board of Directors or the president. The term of the secretary shall
not coincide with that of the treasurer. The Board shall make recommendations
for an adjustment to the term as necessary.
d. Treasurer:
The treasurer shall serve a three (3) year term and shall have custody
of, and maintain, all the Association financial records, shall have
custody of all Association funds, shall keep full and accurate accounts
of receipts and disbursements and render accounts thereof, and shall
perform such other duties as may be prescribed by the Board of Directors
or the president. The term of the treasurer shall not coincide with
that of the secretary. The Board shall make recommendations for
an adjustment to the term as necessary.
Section 3. Election and Terms of Officers.
The officers of the Association shall be elected annually by the
voting members in good standing at the Summer meeting of members.
A majority vote shall be necessary to elect an officer.
Section 4. Vacancies.
Vacancies in offices, however occasioned, may be filled at any time.
The president may appoint an interim officer which shall be ratified
by the Board until an election by the members for the unexpired
terms of such offices takes place. If the President's office becomes
vacant, the President-elect shall serve in place of the President.
Section 5. Compensation.
Officers of this Association shall serve without compensation (See
Article V, Section 4).
Section 6. Eligibility.
Eligibility for serving in any office shall be open to any educational
member, provided the member:
a. Is in good standing.
b. Has been a member of the Association at least two years immediately
prior to the election.
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Section 1. General.
a. The Board of Directors shall set conditions for the operations
of the Association, and be responsible for its governance. The Board
of Directors shall have fourteen (14) members. The Board shall consist
of four (4) officers, the immediate past president, a member from
a school district representing the northern region of the state,
a member from a school district representing the central region
of the state, a member from a school district representing the southern
region of the state, a member representing the community college
system, a member representing the state university system, a member
representing the Department of Education, a program chairperson,
an associate member representative and a webmaster.
(A map of the State of Florida, showing each of the school districts,
is attached to and made a part of these bylaws, to graphically indicate
the boundaries of each of the K-12 representative regions.)
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Map (opens in new window)
b. The Board of Directors, in its discretion, may accept on behalf
of the Association, donations of funds, property, or services. Such
funds or properties shall be used and spent at the discretion of
the Board of Directors. Upon the request of any donor, the Board
of Directors shall not make public disclosure of the identity of
such donor, so long as a non-disclosure requested by such donor
is not inconsistent with the requirements of any law or regulation
of the United States or the State of Florida.
Section 2. Duties of Directors.
Directors shall perform their duties as directors, including their
duties as members of any committee of the board upon which they
may serve, in good faith, in a manner they reasonably believe to
be in the best interest of the Association, and with such care as
ordinary prudent persons in like positions would use under similar
circumstances.
Section 3. Qualifications.
Directors shall be educational members in good standing of this
Association with the exception that the associate member representative
shall be an associate member in good standing.
The president shall appoint an educational member from three (3)
school districts, the community college system, the state university
system, a program chairperson an associate member representative
and a webmaster following the summer meeting. The Department of
Education representative shall be appointed by the Bureau Chief,
Educational Facilities, Department of Education.
Section 4. Compensation.
Directors of this Association shall serve without compensation;
however, they are entitled to reimbursement for expenses incurred
in attending Board meetings and/or Association business.
Section 5. Number.
The number of directors shall be in accordance with these Bylaws,
but shall never be less than five (5).
Section 6. Terms of Office.
a. The person or persons named in the Articles of Incorporation
as a director of this Association shall hold office until the first
annual meeting of the members at which his successor is appointed.
Each director shall hold office for the term for which he/she is
appointed.
b. Directors shall be appointed for a term of one (1) year commencing
immediately following the summer meeting.
Section 7. Vacancies.
Any vacancy occurring in the appointed members to the Board of Directors
shall be filled in the manner determined by the Board of Directors
but only for the unexpired portion of the term in which the vacancy
occurs.
Section 8. Quorum and Voting.
The majority of directors then in office shall constitute a quorum
for the transaction of business. The act of the majority of the
directors present at a meeting at which a quorum is present shall
be the act of the Board of Directors. If less than a quorum is present,
then a majority of directors present may adjourn the meeting, until
a quorum is present.
Section 9. Committees.
The Board of Directors may designate committees from among the members
at large or the Board.
Section 10. Place of Meeting.
Regular and special meetings of the Board of Directors of this Association
shall be held within the State of Florida, at a location as determined
by the Board or the president.
Section 11. Annual Meetings.
The Board of Directors shall hold an annual meeting during the week
of and at the same place as the annual meeting of the members.
Section 12. Regular Meetings.
Regular meetings of the Board of Directors may be held without notice
at such time as shall be determined by the Board of Directors.
Section 13. Special Meetings.
Special meetings of the Board of Directors may be called by the
president or any director.
Section 14. Telecommunications.
Directors may participate in any meeting of the Board by means of
a conference telephone or similar communications equipment by means
of which all persons participating in the meeting can hear each
other at the same time. Participation by such means shall constitute
presence in person at a meeting.
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Section 1. Association Meetings
Regular meetings shall be scheduled at least two (2) times per year,
and shall include the annual meeting.
Section 2. Annual Meeting.
The annual meeting of the Association shall be held at the summer
conference and shall be the meeting of the Association for such
business as would appropriately be transacted at such annual meeting.
Section 3. Place.
The place of each meeting shall be designated by the Board.
Section 4. Special Meetings.
Special meetings of the members shall be held when directed by the
president, or by a majority of the Board of Directors, or in writing
by ten percent (10%) of the members. A meeting so requested shall
be called for a date not less than ten (10) and not more than sixty
(60) days after the request is made, unless the members requesting
the meeting designate a later date. The call for the meeting shall
be issued by the secretary, unless the president or Board of Directors
of this Association, or the members requesting the meeting shall
designate another person to do so.
Section 5. Quorum.
One fourth of the voting members present in person at any annual,
regular or any specially called meeting of the Association shall
constitute a quorum of the Association to transact any business
thereof. If a quorum is present, the affirmative vote of more than
fifty percent (50%) of the vote represented at the meeting and entitled
to vote on the subject matter shall be the act of the members unless
otherwise required in the Articles of Incorporation, in these Bylaws,
or by law.
Section 6. Other meetings and activities (approved
2/6/2004)
No member or group of members shall organize, publicize or otherwise
promote meetings or activities of the Association. All meeting and
activities of the Association must be approved by the Board of Directors.
Failure to comply with this section may result in loss of membership
privileges. Any action deemed necessary by the Board of Directors
to enforce this section shall be at the sole discretion of the Board.
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An annual audit of the treasurer's books shall be made by an independent
accounting professional selected by the Board of Directors. The
accountant shall be retained to conduct the audit and file all required
reports and returns. The audit shall be conducted at the close of
the fiscal year and all reports and returns shall be filed within
forty-five (45) days. Board members shall receive a copy of the
audit report/ findings within 45 days of the audit completion.
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The funds of the Association shall be deposited in its names with
such bank or banks, trust company or trust companies or other depositories
as the Board of Directors may designate. All checks, notes, drafts
and other negotiable instruments of the Association shall require
one signature of either the person serving in the capacity of president
or the person serving in the capacity of treasurer.
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The Association will not have or issue shares of stock. No dividends
will be paid. No part of the income or assets of the Association
will be distributed to its members, directors, or officers without
full consideration. No member of the Association has any vested
right, interest or privilege in or to the assets, property, functions
or activities of the Association, or any right, interest or privilege
which may be transferable or inheritable or which shall continue
if their membership ceases. The Association may contract in due
course with its members, directors, and officers without violating
this provision.
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The fiscal year of the Association shall begin on the first day
of January and end on the thirty-first day of December.
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The Association shall indemnify and hold harmless each person who
shall serve at any time as a director or officer of the Association
from any and all claims and liability which such person shall or
may become subject by reason of having heretofore or hereafter been
a director or officer of the Association, or by reason of any action
alleged to have been hereto or hereafter taken or omitted by them
as such director or officer and the reasonably incurred by them
in connection with any claim or liability, except that no such person
shall be indemnified against or reimbursed for any expense incurred
in connection with any claim or liability which shall be finally
adjudged to have arisen out of their own gross and willful negligence
or misconduct. The rights accruing to any person under the foregoing
provisions of this section shall not exclude any other right to
which they may lawfully be entitled, nor shall anything herein contained
restrict the right of the Association to indemnify or reimburse
such officer in any proper case, even though specifically not provided
for herein. The Association, its directors, officers, employees,
and agents, shall be fully protected when taking any action or making
any payment under this section, or in refusing to do so, in reliance
upon the advice of counsel.
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The Parliamentary Rules prescribed in and by "Roberts Rules of
Order," latest available edition, shall govern the conduct of the
meetings of this Association.
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Section 1. Proposals.
Any member may propose amendments to these Bylaws. Such proposals
shall be in writing and shall be considered at the next regular
meeting of the Board of Directors and shall be presented to the
Association membership for approval in accordance with the provisions
of these Bylaws.
Section 2. Adoption.
These Bylaws may be altered, amended, or repealed, and new Bylaws
may be adopted by a two-thirds (2/3) vote of all members entitled
to vote that are present at any regular meeting of the Association
or in a special meeting called for that purpose, provided notice
in writing of the wording of the proposed amendment or amendments
have been submitted to each member at least fifteen (15) days prior
to said meeting. The Board of Directors, however, may not alter,
amend, or repeal any Bylaws whatsoever unless the action is approved
by the members in accordance with this Article.
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