FEFPA

FLORIDA EDUCATIONAL FACILITIES PLANNERS’ ASSOCIATION, INC.

Adopted: July 23, 1997
Amended: February 03, 2012
Amended: February 06, 2015

ARTICLE I. NAME

The name of the corporation shall be The Florida Educational Facilities Planners’ Association, Inc., hereinafter referred to as the Association.

ARTICLE II. MEMBERS

 

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 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, and if the appointed Webmaster and/or Conference Coordinator is an Associate member then they shall also 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.

 

ARTICLE III. DUES

 

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.

 

ARTICLE IV. OFFICERS

 

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. Appointments made by the President 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 of the members in attendance 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.

 

ARTICLE V. BOARD OF DIRECTORS

 

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 may have upto fifteen (15) members. The Board shall consist of four (4) officers, one (1) immediate past president, three (3) members representing the K-12 system, one (1) member representing the state college system, one (1) member representing the state university system, one (1) member representing the Department of Education, one (1) program chairperson, one (1) associate member representative, one (1) webmaster and one (1) conference coordinator. The President may appoint a second Board member to represent the state college system if he/she elects not to fill a position representing the K-12 system, state university system, the program chairperson, the associate member representative, the webmaster or the conference coordinator .

 

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. Both the webmaster and the conference coordinator shall be either an associate member, educational member or retired educational member in good standing.

 

The president shall appoint an educational member from three (3) school districts, one (1) state college system, one (1) state university system, one (1) program chairperson, one (1) associate member representative, one (1) webmaster and one (1) conference coordinator following the summer meeting. The President may appoint a second Board member to represent the state college system if he/she elects not to fill a position representing the K-12 system, state university system, the program chairperson, the associate member representative, the webmaster or the conference coordinator. The Department of Education representative shall be appointed by the Bureau Chief, Educational Facilities, Department of Education. Members may serve in more than one capacity simultaneously.

 

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.

 

ARTICLE VI. ASSOCIATION MEETINGS

 

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.

 

ARTICLE VII. BOOKS, RECORDS AND REPORTS

 

An annual review 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 review and file all required reports and returns. The Board of Directors may vote to retain the services of an independent auditor to conduct an audit of the organization’s records at the close of any fiscal year. Board members shall receive a copy of the audit report/ findings within 45 days of the audit completion.

 

ARTICLE VIII. BANKING

 

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.

 

ARTICLE IX. NON-PROFIT OPERATION

 

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.

 

ARTICLE X. FISCAL YEAR

 

The fiscal year of the Association shall begin on the first day of January and end on the thirty-first day of December.

 

ARTICLE XI. INDEMNIFICATION

 

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.

 

ARTICLE XII. PARLIAMENTARY RULES

 

The Parliamentary Rules prescribed in and by “Roberts Rules of Order,” latest available edition, shall govern the conduct of the meetings of this Association.

 

ARTICLE XIII. AMENDMENTS

 

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.