|
Bylaws of Tallahassee Society of Association Executives, Inc.
Revised by the Board of Directors and Approved by Membership the 17th of October, 2007
ARTICLE I. Name and Location
Section 1. The name of this corporation shall be the Tallahassee Society of Association Executives, Inc., hereinafter known as the Society or by the initials TSAE.
Section 2. The Society is a not-for-profit membership association incorporated in the State of Florida, pursuant to the provisions of Chapter 617, Florida Statutes.
Section 3. The Society shall have its office or offices in Leon County, Florida. The specific location or locations shall be determined by the Board of directors.
ARTICLE II. Purposes
(A) Exchange of ideas. To provide an opportunity for the exchange of knowledge, experiences, and opinions through discussion, study, and publication to include the following aspects and functions of associations:
(1) The usual objectives, functions, and activities of associations.
(2) Basic principles of association organizations.
(3) The legal aspects of association activity.
(4) Policies relating to association management.
(5) Efficient methods, procedures, and techniques of association management.
(6) The responsibilities and professional standards of association executives.
(B) Professional standards. To develop and encourage high standards of service and conduct among executives professionally servicing associations.
(C) Study. To conduct and cooperate in conducting courses of study designed to better fit the Society's members for executive and administrative functions in association management.
(D) Public understanding. To broaden public understanding of the importance of associations in the economy.
(E) Promotion. To promote the purposes and effectiveness of associations through any means consistent with public interest.
(F) Cooperation with other groups. To cooperate with local, state, regional, and national groups of association executives and to maintain liaison with other professional, business, and government groups.
(G) Other purposes. To undertake such other functions consistent with these articles as will advance the efficiency and professional standing of the Society's members.
ARTICLE III. Membership - Voting
Section 1. Classifications. There shall be the following classes of membership:
(A) Regular Members. Any individual who is employed by or managing a local, state, regional, national or international 501 (c) or other type membership organization may apply in writing for membership in this organization. Applicant must be approved by the Board of Directors or its designee. A regular member would remain eligible as such during any temporary period of transition between positions with qualifying organizations throughout the duration of the current dues year.
(B) Associate Members. Associate membership, shall be available to any individual representing or on retainer to a member association. Associate membership shall also be available to any individual representing a firm or corporation, educators, and government officials who have a special interest in association management. Applicant must be approved by the Board of Directors or its designee.
(C) Honorary Members.
1. Life and Honorary Members. Life and Honorary memberships, without voting rights, may be conferred upon members of the Society at such time and under such terms as the Board of Directors shall determine.
2. Affiliate Members. Affiliate membership shall be available to any person who has a special interest in association management who is not eligible to qualify as a Regular or Associate member. Affiliate members shall have no voting authority and cannot hold elected office. Applicant must be approved by the Board of Directors or its designee.
a. Student Members. Student membership shall be available to any individual who is a full-time student (as defined by the student’s educational institution) in an undergraduate or graduate program in any area of study. Student members shall have no voting authority and cannot hold elected office. Applicant must be approved by the Board of Directors or its designee.
Section 2. Privileges. Regular, and Associate Members, as defined in Section 1 (A) and (B), of this Article, shall be entitled to all privileges of membership except where otherwise provided in these Bylaws.
ARTICLE IV. Term of Existence
This Society shall have perpetual existence.
ARTICLE V. Dues
Section 1. Establishment. There shall be membership dues. The amount of dues for all membership categories shall be established by the Board of Directors. The Board of Directors shall provide notice to the membership of any dues increase at least 60 days prior to annual membership renewal. Dues shall be due and payable at the beginning of each fiscal year.
Section 2. Termination. Membership shall be terminated for non-payment of dues if said dues are not paid within 60 days of the date on which they become due and payable. The Treasurer of the Society will cause notice to be served upon each member 30 days in arrears, and if such dues are not paid within 60 days from the date when due and payable, membership is terminated without further notice.
ARTICLE VI. Meetings
Section 1. Annual Meeting. The Annual Meeting of the Society shall be held each year at such place and time as may be determined by the Board of Directors.
Section 2. Meetings. Meetings may be called by the President, Board of Directors, or 10% of the Regular Members at such time and place as may be appropriate.
Section 3. Quorum. A quorum for the conduct of business at any meeting shall be the Regular Members present and in good standing of the Society.
Section 4. Notice. For all business meetings of the Society membership, 30 calendar days advance notice of the time, place, and an agenda shall be given to the membership.
Section 5. Treasurer’s Report. The Treasurer’s Report of the accounts of the Society shall be presented at the Annual meeting of the membership. The year-end financial report shall be published.
ARTICLE VII. Officers
Section 1. Appointed Officers.
A. The Board of Directors shall have the authority to employ a chief staff executive. This individual shall hold office on a continuous basis, but may be removed by a 2/3 vote of the Board of Directors.
B. The chief staff executive shall serve as a non-voting member of the Board of Directors and Executive Committee, but shall not be counted for purposes of a quorum.
Section 2. Elected Officers. The elected officers of this Society shall be the President, President-Elect, Vice President, Secretary, and Treasurer. The President, President-Elect, and Vice President shall hold no other elective office in the Society during their term of office.
Section 3. Qualifications. Any Regular or Associate Members in good standing shall be eligible for nomination and election to any elective office of this Society, unless otherwise provided in these Bylaws.
Section 4. Nominations and Elections. The Nominating Committee shall submit a slate of nominees to the membership at least 30 days in advance of the annual meeting. The elections shall be held at the annual meeting of the same year, unless the Board of Directors establishes alternative election procedures, including voting by mail ballot. Regular Members nominated to serve on the Board of Directors shall be voted upon by Regular Members only, and Associate Member nominees shall, likewise, be voted upon by Associate Members only. Notwithstanding any other provisions of these Bylaws, no more than two (2) Regular or Associate Members representing the same organization or corporation may serve concurrently on the Board of Directors.
Section 5. Term of Office. Each elected officer shall take office January 1st of the year following the year in which that officer is elected and shall serve a term of one year or until a successor has been duly qualified and elected. No elected officer, having served one full term, shall be eligible for re-election to the same office until at least one full year has elapsed. Any elected officer, qualified under Article VII, Section 3 of these Bylaws, who begins a term may complete this term even if the person’s membership classification should change during the course of the term of office.
Section 6. Vacancies. A vacancy in any elected office shall be filled by the Board of Directors for the balance of the unexpired term except where otherwise provided in these Bylaws. In the need to fill a vacancy for the position of President-Elect, a special election shall be held by the membership.
ARTICLE VIII. Duties of Officers
Section 1. President. The President shall be the chief elected officer of the Society. The President shall preside at all meetings of the Society, the Board of Directors, and the Executive Committee, appoint the chair and members of all standing and special committees, and perform all other duties necessarily incident to the office of President.
Section 2. President-Elect. The President-Elect shall succeed to the office of the President of the Society on January 1st of the year immediately following the year of election as President-Elect or upon vacancy of the office of President. The President-Elect shall assist the President and carry out all duties delegated to the office of the President-Elect by the President or Board of Directors. In the absence of the President, the President-Elect shall assume all the duties and responsibilities of the President. To be eligible for election to the office of President-Elect, a member shall have served at least one year on the Board of Directors.
Section 3. Vice-President. The Vice-President shall carry out all duties delegated to this office by the President or Board of Directors. In the absence of both the President and the President-Elect, the Vice-President shall assume all the duties and responsibilities of the President. To be eligible for election to the office of Vice President, a member shall have served at least one year on the Board of Directors.
Section 4. Secretary. The Secretary shall be responsible for the proper and legal mailing of notices to the membership, the proper recording of the proceedings of all meetings of the Society, the Board of Directors, and the Executive Committee, and the maintenance of an accurate roster of the membership. To be eligible for election to the office of Secretary, a member shall have served at least one year on the Board of Directors.
Section 5. Treasurer. The Treasurer shall be responsible for the collection of dues and fees, disbursement of funds in accordance with an approved budget or, otherwise, as specifically authorized by the Board of Directors. In maintaining the financial records of the Society, the Treasurer shall use established and proper accounting procedures in the preparation of an annual financial report. At the expiration of the term of office of the Treasurer, the person holding that office shall deliver to the newly elected Treasurer all books, monies, and other property of which the office is in charge. The books and financial records of the Society shall be open to any Member, with reasonable notice, at any time, and shall be open to any auditor or auditors designated by the Board of Directors. An internal audit shall be conducted annually. To be eligible for election to the office of Treasurer, a member shall have served at least one year on the Board of Directors.
Section 6. Immediate Past President. The Immediate Past President shall assist the President and carry out all duties delegated to the office of the Immediate Past President by the President or the Board of Directors.
ARTICLE IX. Board of Directors
Section 1. Authority and Responsibility. The governing body of the Society shall be called the Board of Directors. The Board of
Directors shall have supervision, control, and direction of all the activities of this Society. It shall establish the policies
of this Society and actively pursue its objectives and supervise the disbursement of its funds.
Section 2. Composition. The Board of Directors shall consist of the President, President-Elect, Vice President, Secretary, Treasurer, Immediate Past President, and seven other Directors whose term of office shall be staggered so that three of these Directors are elected one year and four elected the following year. Two of the seven Directors will be associate members and the remaining five shall be regular members. Associate members may serve on the Board of Directors in any position other than President, President-Elect, Vice President, Secretary, or Treasurer.
ARTICLE X. Elected Officers and Executive Committee
Elected Officers shall be the President, President-Elect, Vice-President, Secretary, and Treasurer. The Executive Committee shall be comprised of the elected officers which shall have the powers and duties to act for the Board of Directors between Board meetings subject to ratification by the Board of Directors at its next meeting. When a meeting needs to be held that cannot be delayed until the regular meeting of the Executive Committee, a meeting may be held by electronic means, including, but not limited to, telephone, facsimile, computer e-mail, teleconference, video conference, at the direction of the President. In the event such a meeting is necessary, a two-thirds (2/3) vote shall be required for adoption of a motion.
ARTICLE XI. Removal From Office
Any member of the board of directors may be removed from office with or without cause by an affirmative vote of two-thirds (2/3) of the Board of Directors.
ARTICLE XII. Committees
Section 1. The President, with approval of the Board of Directors, shall appoint those committees and task forces as are necessary to accomplish the mission of the Society.
Section 2. The President shall appoint a Nominating Committee Chair and four other eligible members, one of whom shall be the Immediate Past President and one of whom shall be an Associate Member to accomplish the tasks set forth in Article VII, Section 4.
ARTICLE XIII. Fiscal Period
The fiscal period of this Society shall begin on the first day of January and end on the last day of December in each year.
ARTICLE XIV. Amendments
Section 1. Amendments may be proposed by the Board of Directors or upon petition of 10% of the regular members addressed
to the Board of Directors. All such proposed amendments shall be presented to the membership with or without
recommendations.
Section 2. These Bylaws may be amended by a 2/3 vote of the Regular and Associate members present and voting at any
meeting of the Society provided that a written notice of the meeting and the proposed changes are mailed at least 30
days prior to the meeting at which the changes are to be voted on.
ARTICLE XV. Parliamentary Authority
The rules contained in Robert's Rules of Order, Newly Revised, shall govern all meetings of the Board of Directors, the general membership, and all committees unless they are in conflict with the Articles of Incorporation, these Bylaws, or Board of Directors' Policies.
ARTICLE XVI. Indemnification
The Society shall indemnify its directors, officers, committee members, and employees for reasonable attorney fees and justifiable expenses stemming directly from liabilities which are deemed by the Board of Directors to have been reasonably incurred as a result of legal proceedings to which an indemnified person is made a party by reason of an indemnified person having been a director, officer, committee member or employee of the society at the time an actionable cause arose except where a director, officer, committee member or employee is deemed by a hearing officer or court to have been guilty of willful malfeasance, misfeasance, or nonfeasance in the performance of his or her duties or obligations to the Society. In order to properly indemnify directors, officers, committee members or employees of the Society, the Society shall purchase adequate insurance to cover the indemnification authorized by this article. Nothing in this Article is to be construed as to limit in any way the indemnity provided under state or federal law.
ARTICLE XVII. Dissolution
The objects and purposes of this organization are to educate, develop, encourage, promote and protect professionalism in association management. No part of its earnings shall inure to the use or benefit of an individual. This organization shall not engage in any activities, which are not permitted by the IRC Section 501 (c) (6). In the event this organization should be dissolved for any reason, any remaining assets shall be distributed for purposes within the scope of the IRC Section 501 (c) (3), and amendments thereto.
|
