Chapter Appendix to Bylaws
– Revised and
adopted 18
March 2005
Bylaws of the Suncoast Chapter of the
International Facility Management Association.
Article I: Name
Section 1.
The name of this organization is the Suncoast Chapter of the
International Facility Management Association, hereinafter referred to as
the “Chapter” said Chapter being a unit of the International
Facility Management Association, hereinafter referred to as the
“Association.”
Article II: Governing Authority
Section 1.
The Chapter is governed and operated in accordance with the laws
of the State of Florida, provisions of the Association’s
Constitution and Bylaws, this Chapter’s Bylaws, the regulations and
requirements for the conduct of the Chapter of the Association as adopted from
time to time by the Association’s Board of Directors and the rules and
instructions of the Chapter’s board of directors issued through its officers.
Article III: Organization
Section 1.
The Chapter is a separate entity and the Association is not
financially responsible for it.
Section 2.
The Chapter shall be chartered by and shall be affiliated with the Association.
Article IV: Purpose and Policy
Section 1.
The Association Chapter shall foster the purposes, vision,
mission, goals, core values, and Code of Ethics of the Association in a distinct
geographic area. Members of the Chapter shall strive to implement the
Association’s professional policies among themselves and in the organizations
which they serve.
Section 2.
The name, funds or influence of the Chapter may be used only in
support of Section 1.
Article V: Membership
Section 1.
The qualifications for membership shall conform to the
requirements of the Association’s Constitution and Bylaws. Chapter members, who
do not comply with Association requirements for Chapter membership, including
payment of additional dues or fees, shall be automatically dropped from Chapter
membership.
Section 2.
Membership in the Association is a prerequisite to membership in
the Chapter.
Section 3.
The provision of the Association Bylaws for disqualification,
suspension, expulsion and reinstatement of members shall govern.
Section 4.
No more than two Associate members who are employed by the same
organization may belong to any one Chapter at the same time. The Chapter may
invite non-members to attend Chapter meetings and events in accordance with such
policies and procedures, if any, adopted by the Association’s Board of
Directors.
Article VI: Chapter Board of
Directors
Section 1.
All Officers and Directors shall be members in good standing of
the Association and shall be members of the Chapter.
Section 2.
The management and direction of the Chapter shall be delegated
exclusively to its board and only those board members specifically named as
Officers or Directors shall be eligible to vote on Chapter business.
Section 3.
(a)
The Chapter’s Executive Board shall at a minimum
consist of five members including the President, 1st Vice
President, 2nd Vice President, Secretary/Treasurer, and Immediate Past
President. ). (The Chapter has chosen to combine the duties of the
Secretary/Treasurer.) The maximum number of Board Members shall be twelve (12),
which will include all committee chairs and the Chapter Administrator.
(b)
“Past President” shall mean a member in good
standing who served to the end of a term as President after election or
succession. “Immediate Past President” shall mean the Past President, if any,
who served most recently before the commencement of the current full annual
officers’ term, and who agrees to serve in the roles assigned by these Bylaws to
the Immediate Past President.
(c)
Non-Officer Directors are appointed by the
President and serve until the commencement of the next Presidential term.
Section 4.
Board of Directors Meetings
(a)
Regular meetings. Regular Meetings of the Chapter’s
Board of Directors shall be held at the call of the President with at least 7
days advanced notice.
(b)
Special meetings. Special Meetings may be called by
a majority of the Board of Directors with at least 7 days advanced notice. The
business at Special Meetings shall be limited to that of which the meeting was
called. The Chapter President shall be the presiding Officer at all Special
Meetings.
Section 5.
A majority of the Executive Board shall constitute a quorum.
Section 6.
The Chapter Board of Directors is specifically empowered to adopt
rules for its own proceedings. If Board membership falls below a quorum, the
remaining Board may meet even without a quorum to appoint sufficient members to
attain a quorum.
Section 7.
Should the President resign, or otherwise be unable to fulfill
his or her term of office, the succession of Officers shall be Vice President to
President. No advanced notice shall be necessary for filling a vacancy at a
regular meeting of the Board.
Section 8.
A vacancy in a Director’s position shall be filled by appointment
by the Chapter President for the remainder of the replaced Director’s term.
Article VII: Officers
Section 1.
Each elected Chapter Board member shall take office on the 1st
day of July of each year and shall serve a one-year term and until the Officer’s
successor is elected. The Officers shall be elected in accordance with the
nomination and election procedure described in these Bylaws.
Section 2.
The Chapter President shall be a member of the Association in
good standing and shall be a member of the Chapter. The President shall serve as
Chairman of the Board; shall preside at all meetings; shall select the Chairs of
special committees; shall ensure that the Chapter is represented
at the annual House of Delegates Meeting through a delegate selection procedure
in conformity with any policies adopted by the IFMA Board of Directors; shall be
an ex-officio member of all committees (except the Nominations Committee); and
shall sign all agreements and formal instruments.
Section 3.
The Chapter Vice President shall be a member of the Association
in good standing and shall be a member of the Chapter. The Vice President shall
preside in the absence of the President and shall perform other duties as
assigned by the President or by the Board of Directors.
Section 4.
The Chapter Treasurer shall be a member of the Association in
good standing and shall be a member of the Chapter. The Treasurer shall collect
and receive Chapter monies and securities; deposit funds and disburse same,
subject to the direction of the Board of Directors; keep accurate books of
account; submit a report at Board of Directors’ meetings; cosign all agreements
and formal instruments, except those pertaining to the office of the Secretary;
and submit a report of the Treasurer’s office at an annual meeting of the
Chapter. The Treasurer shall perform other duties as assigned by the Board of
Directors.
Section 5.
The Chapter Secretary shall be a member of the Association in
good standing and shall be a member of the Chapter. The Secretary shall see that
notice is sent at least 7 days in advance of all meetings of the Board of
Directors and of the Chapter and shall keep accurate minutes thereof. The
Secretary shall maintain a file of all correspondence; keep a roster of
committees and task forces; forward requested material and information to the
Association; cosign all agreements and formal instruments, except those
pertaining to the office of the Treasurer; and submit a report of the
Secretary’s office at an annual meeting of the Chapter. The Secretary shall
perform other duties as assigned by the Board of Directors.
Section 6.
Prior to expiration of the Officer's term a Chapter Officer
may be removed from office for good cause only. A petition signed by a majority
of Board members shall be necessary to initiate the removal procedure. The
petition shall state the specific causes for removal. All members of the Chapter
Board shall receive at least 7 days notice of a meeting (whether general or
special) at which the removal of the Officer will be considered. The challenged
Officer shall have right to present a defense to the Chapter Board. The Officer
shall be removed from office upon a two-thirds vote of Chapter Board members
present and voting.
Article VIII: Nomination and
Election of Officers
Section 1.
The President and Vice President(s) shall not hold the same
office for more than two consecutive years.
Section 2.
Nominating Committee Procedure. A Nominating Committee chaired by
the Immediate Past President shall prepare a list of qualified nominees no later
than 90 days before the above assumption of office date. This list shall provide
at least one name for each elective position on the Board and shall be presented
to the Chapter not later than the regular meeting 60 days before the
assumption of office date. At this time, qualified voting members may present
nominations from the floor.
Section 3.
Elections shall be made by written ballot delivered in a manner
chosen by the committee to the qualified voting members. The Nominating
Committee shall prepare the ballot, which shall include the original list of
nominees and those nominated from the floor. Write-in space for each office
shall be included in the ballot. Each qualified voting member of the Chapter
shall be provided with a ballot at least four weeks prior to the ballot count
date as set by the Chapter Board of Directors. Ballots shall be returned in the
manner and timeframe specified by the Nominating Committee. The Chapter Board
may adopt policies and procedures for balloting in conformance with applicable
state statutes.
Section 4.
Tabulation. The Nominating Committee chaired by the Immediate
Past President shall designate the method of validation and counting of ballots.
A plurality shall elect to office. In case of a tie, the election shall be
determined by lot. Results shall be reported to the members by the Chapter’s
Immediate Past President.
Section 5.
The Chapter Secretary shall immediately notify the Association’s
President of the results of Chapter elections of Officers and Directors,
including a complete listing of the Chapter Officers and Directors for the
coming year with their addresses and phone numbers.
Article IX: Committees
Section 1.
Committees
Chapter standing committees shall include the following:
Executive Committee and Nominating Committee. The Chapter Board of Directors
shall have the power to create additional standing committees and special
committees. The Chapter President shall appoint all standing and special
committee members or delegate their selection to the committee Chair, designate
their duties and may authorize compensation for justifiable
expenses.
Section 2.
Executive
Committee
(a)
Composition. The Executive Committee shall consist
of the President, Vice President(s), Secretary, Treasurer and Immediate Past
President.
(b)
Authority. The Executive Committee shall exercise
the authority of the Board in the control and management of the Chapter’s
affairs when the Board is not in session. The Executive Committee cannot modify
action taken by the Board and the Board may modify any unexecuted action
approved by the Executive Committee.
Section 3.
Nominating Committee
(a)
Composition. The Nominating Committee shall be
chaired by the Immediate Past President, if willing and able to serve, and
otherwise the most recent Immediate Past President willing and able to serve. If
a member of the Nominating Committee becomes a candidate for office, that member
must resign from the Nominating Committee.
(b)
Authority. The Nominating Committee shall perform
those tasks relating to nomination of Officers as stated in these Bylaws.
Section 4.
Authority to Act
Committee appointees by Chapter President may commence work
immediately upon notification by the President and before the announcement of
their appointment at a Board or Chapter meeting.
Article X: Meetings of
Members
Section 1.
Chapter meetings may be held monthly, with no less than four
regular meetings held in the Chapter’s fiscal year.
Section 2.
Meetings of Members
(a)
Regular Meetings. Regular Meetings of the Chapter’s
membership shall be held at the call of the President with at least 7 days
advanced notice.
(b)
Special Meetings. Special Meetings may be called
with at least 7 days advanced notice whenever the majority of the Board of
Directors deems it necessary or upon written request by not less than 20 percent
of the Chapter membership. The business at Special Meetings shall be limited to
that of which the meeting was called. The Chapter President shall be the
presiding Officer at all Special Meetings.
(c)
Annual Meeting. The Annual Meeting of the Chapter
shall be held as directed by the Chapter Board of Directors at which time
reports of the committees shall be submitted. The Secretary shall submit an
annual report of the activities of the Chapter during the past term of office,
and the Treasurer shall submit an annual report of the finances of the Chapter.
A copy of these reports shall also be sent to the Association as part of the
Chapter’s annual recertification report in accordance with the
Association Bylaws.
(d)
A quorum to take a binding membership vote shall
consist of two percent of the chapter’s membership.
Article XI: Chapter Administration
Section 1.
Conduct of Chapter Business
(a)
These Bylaws, together with the
applicable provisions of the Association’s Constitution and Bylaws, Robert’s
Rules of Order (Newly Revised), and applicable state or country law shall govern
the conduct of the business of the Chapter.
(b) Rules in the nature of rules of order contained in these
Bylaws may not be suspended unless such
rules provide for their own suspension.
Section 2.
Neither members nor Directors may vote, or otherwise act, by
proxy.
Section 3.
The fiscal year of this Chapter shall be the same as that of the
Association.
Section 4.
The Chapter shall furnish all records and reports requested by
the Association’s President, including regular reports on the financial
condition of the Chapter.
Section 5.
Minutes of Board of Directors meetings, meetings of members, and
committee and Special Meetings shall be sent to the Association by the Chapter
Secretary.
Section 6.
Recertification
The Chapter shall submit a request for recertification to the
Association’s President each year by the date established by the Association’s
President. The request shall include such information as required by policies
and procedures adopted by the Association’s Board of Directors. The
Association’s Board of Directors shall review the request for recertification
and approve or deny the request based upon the professional activity of the
Chapter and its Officers. The Board may grant conditional recertification upon
such terms and conditions as the Board deems appropriate.
Section 7.
Chapter remittance of members’ annual dues shall be set by the
Chapter’s Board of Directors with approval by the Association President.
Section 8.
Annual dues notice shall be sent by the Association at least 60
days in advance of each member’s anniversary date and are payable when rendered.
Initial dues shall accompany the membership application.
Section 9.
Association and Chapter dues shall be payable in U.S. dollars or
the equivalent directly to the Association. Chapter remittance of members’
Chapter dues will be returned to the Chapter by the Association in accordance
with IFMA policy as stated in the Association Constitution and Bylaws.
Section 10.
No Assessments
Association Chapters do not have the power to levy any special
assessment on any member of the Association, other than regular annual dues and
reasonable and necessary fees for attendance at Association and Chapter
meetings, conferences, seminars and special events. Voluntary contribution
programs for Chapter support or other purposes may be established by the
Association’s Board of Directors. The Association’s Board of Directors may, on
a case-by-case basis or by adopted procedures, allow units the ability to charge
additional and/or supplemental fees for services rendered by such unit.
Section 11.
A member of the Board of Directors or of a committee shall be
disqualified from participation concerning or voting on any item of business as
to which the member has a direct personal or pecuniary interest not common to
the other members of the Board or committee.
Article XII: Amendments
Section 1.
Any elected Chapter Officer or Director may propose an amendment
to these Bylaws. Proposed amendments to Chapter’s Bylaws shall first be
submitted along with a copy of the complete, current Chapter Bylaws, to the
Association for approval. After Association approval, the proposed amendments
shall then be publicized to the general Chapter membership at least two weeks
prior to a regular Chapter meeting or Special Meeting.
Section 2.
Within two weeks of the meeting referred to in Section 1, the
Chapter Secretary shall send ballot forms to all qualified voting members of the
Chapter, with all returned ballots to be returned within forty-five days after
the date that the Secretary sends out the ballot forms. These Bylaws may then be
amended by a two-thirds vote of those responding. The Chapter Board may also
adopt policies and procedures for balloting in conformance with applicable state
statutes.
Section 3.
IFMA may require the Chapter to amend its Bylaws at any time to
conform with IFMA’s Articles of Incorporation, Constitution, Bylaws or adopted
policies.
Article XIII: Not-for-Profit,
Professional Association
Section 1.
Chapter is organized and operated exclusively for the purpose
described in Section 501(c)(6) of the U.S. Internal Revenue Code or the
corresponding provisions of a future United States of America revenue law.
Article XIV: Dissolution,
Suspension & Termination
Section 1.
Provisions for suspension, termination, and dissolution of the
Chapter shall be as provided for in the Association Bylaws and such policies as
the Association Board may adopt in support of the Bylaws. If the Chapter is
unable to dissolve and liquidate its assets, the Association’s President shall
be deemed the Chapter’s representative and may perform all acts useful and
necessary for the dissolution of the Chapter and the liquidation of its assets.”
Article XV: Numbering of Articles
and Sections
Section 1.
The Chapter Board of Directors is authorized to number the
articles and sections of these Bylaws to correspond with any changes that may be
approved.
Ratified this 5th day of May,
2005, by the Suncoast Chapter of IFMA Executive Board of Directors
