THE FLORIDA FLOODPLAIN MANAGERS ASSOCIATION, INC.
A FLORIDA NOT-FOR-PROFIT ASSOCIATION
NAME & LOCATION OF ASSOCIATION
Section 1.01 Name. The Name of this corporation is the Florida Floodplain Managers Association, Inc., hereinafter referred to as the "Association." The Association is located within the State of Florida, hereinafter referred to as the "State."
PURPOSES OF THE ASSOCIATION
Section 2.01 Purposes of the Association. The purposes of the Association shall include but are not limited to the following:
- To create an effective floodplain management association that represents and supports the full variety of disciplines and professions engaged in floodplain management within the State.
- To engage those agencies and individuals, both within and outside the State, that directly impact floodplain management within the State.
- To provide the training, tools and resources needed to enhance the knowledge and skills of those involved with floodplain management, facilitating effective operation of floodplain management and floodplain management programs in the State.
- To study, research, collect, and compile information about flooding and floodplain management; hazard mitigation; flood insurance; and, local, state and Federal practices, programs and policies as relate to floodplain management, and disseminate such information to Federal, state and local governments, the private sector and the public in general.
- To monitor the legislative and decision-making processes of state and Federal agencies as relate to the interests of the Membership (as defined in Article III) and to keep the Membership informed of same.
- To develop, promote and conduct educational, information sharing and technical assistance programs relating to floodplain management, including workshops, seminars and conferences, newsletters and websites.
- To maintain eligibility and participate as a State Chapter of the Association of State Floodplain Managers (ASFPM) and provide continuing education credit hours for Certified Floodplain Managers, Professional Engineers, Building Officials, Insurance Agents, Professional Land Surveyors and other professions as can be accommodated or provided.
3.01 Eligibility. Any responsible individual who is eighteen years of age or older or organization approving of the objectives of the Association shall be eligible for membership. The dues for members shall be determined by such procedures as established by the Board of Directors of the Association (defined in Article IV).
3.02 Classes. The Association shall have the following classes of members: annual, honorary, life and corporate, hereafter referred to collectively as the "Membership". The qualifications of each class shall be determined from time to time by the Board.
3.03 Duration. Honorary and life members shall hold membership for life, and annual members and corporate members shall hold membership for periods of one year, in accordance with procedures established by the Board.
3.04 Dues. The annual dues of the Association shall be determined by the Board for all classes of membership and shall be payable every 12 months. A member’s failure to pay annual dues within 60 days following their annual renewal date shall result in revocation of membership.
3.05 Voting. Each member of the Association, present at the annual meeting, shall be entitled to cast a single vote in the election of a Regional Director for such Member’s particular region. Each member of the Association, present at the annual meeting, shall be entitled to cast a single vote in the election of an at large Officer. Voting by proxy is not permitted. For matters of significant importance to the Association, as determined by the Board, members shall be allowed to cast a vote in advance, so long as it is submitted in writing either by signed letter or via email from the member’s own email address.
Section 4.01 General Powers. The Association shall be directed by Board Members (hereinafter referred to as the "Board"), serving without compensation, and acting with charitable purpose for the benefit of the general public and the Association. All corporate powers and the business and affairs of the Association shall be exercised by or under the authority of the Board. This authority is subject to such obligations and requirements as may be imposed by applicable provisions of State or Federal law.
Section 4.02 Board Role and Number of Members. The Board is responsible for overall policy and direction of the Association and delegates responsibility of day-to-day operations to the
Executive Director (as defined in Section 6.07). The number of Board Members shall be no fewer than thirteen (13) and no more than twenty one (21). If the number of Board Members is changed by amendment of these Bylaws, no change shall shorten the term of any incumbent Board Member nor shall the number of Board Members be decreased at any time to less than thirteen (13).
Section 4.03 Membership. The composition of the Board shall be broadly representative of the professional disciplines, individuals, companies, agencies and communities engaged in floodplain management in the State. The Board shall consist of a maximum of nine (9) at-large members and ten (10) members representing the Association’s five (5) geographic regions as described herein.
The at-large Board members are the four (4) Officers of the association, the two (2) most immediate past Chairpersons, and the three (3) Associate Directors appointed for Education, Membership and Legislative services to the general membership, ten (10) members representing the Association's five (5) geographic regions and two (2) Directors At-Large who will represent members statewide.
Nominations for the Board can be made by any Association member in good standing. Nominations for the Board for the current year shall be submitted to the Governance Committee for consideration up to fourteen (14) days before the Annual Membership Meeting. All candidates for the Board must be Association members in good standing.
The Board shall include two representatives from each of the five Association regions, hereinafter referred to as Regional Directors, and two (2) At-Large representatives. Each Regional Director must be a member in good standing of the Association and shall reside in, work in or otherwise be able to represent faithfully their respective region or the members statewide. Each Director shall be selected for a two-year Board term by the Membership of their respective region or must otherwise be able to represent faithfully the entire Membership in a statewide capacity. The five Association regions are defined as follows:
Directors are full voting members of the Board, with all of the rights and obligations to which all Board Members are subject. The Directors shall, during their term of office and within their Association district or area of expertise, conduct or sponsor a minimum of one training session or activity, or one informational seminar, for the mutual benefit of the Membership. The subject and content of this training shall be consistent with the Purposes of the Association and shall be reported to the Board and Executive Director, who will assist as needed.
a) Region 1 – Citrus, Hernando, Polk, Pasco, Pinellas, Hillsborough, Manatee, Sarasota, Hardee, DeSoto, Highland, Okeechobee, Glades, Charlotte, Lee, Hendry and Collier.
b) Region 2 – Madison, Taylor, Hamilton, Suwannee, Lafayette, Dixie, Columbia, Gilchrist, Baker, Union, Bradford, Alachua, Levy, Nassau, Duval, Clay, St. Johns and Putnam.
c) Region 3 – Escambia, Santa Rosa, Okaloosa, Walton, Holmes, Washington, Jackson, Calhoun, Bay, Gulf, Gadsden, Liberty, Leon, Wakulla, Franklin and Jefferson.
d) Region 4 – Indian River, St. Lucie, Martin, Palm Beach, Broward, Dade and Monroe.
e) Region 5 - Flagler, Marion, Volusia, Sumter, Lake, Seminole, Orange, Brevard and Osceola.
The two (2) most immediate past Chairpersons of the Association shall serve as at-large Board Members provided that said persons are still members in good standing of the Association.
The three (3) Associate Directors who serve as at-large Board Members shall be appointed by and serve at the pleasure of the Chairperson and shall have terms coincident with that Chairperson.
The Board at its discretion may create seats for non-voting, ex-officio members. These individuals do not count for the purposes of determining board size or a meeting quorum. Ex-officio Board positions may include, but are not limited to the following:
a) A representative of the State of Florida Division of Emergency Management, or other representative as may be deemed appropriate.
b) A representative from the Federal Emergency Management Agency, Region IV, or other representative as may be deemed appropriate.
Section 4.04 Election and Term of Regional and At-Large Directors. Formal election of Directors shall occur at each Annual Membership Meeting. New Directors appointed at other times of the year (see Section 4.12) must go through the formal election process at the next Annual Membership Meeting. Directors may serve a maximum of three (3) consecutive two-year (2-year) terms [i.e., a maximum of six (6) consecutive years], each term beginning June 1st following their election at the Annual Membership Meeting and concluding on May 31st of the second following calendar year. The terms of the Directors will be staggered, with one Director from each Region and At-Large coming up for renewal or retirement every year. Directors who have reached maximum tenure must vacate the Board and will become eligible for re-election after having been vacant from the Board for a minimum of 12 months.
If a situation arises where both Regional Directors from a single region are up for re-election simultaneously (e.g., when a Regional Director is appointed to fill a vacancy), the Regional Director who was most recently elected or appointed for their current position shall only be eligible for election to a one-year (1-year) term, to preserve staggering terms. Same for Directors At-Large. When a Regional Director has reached a tenure of more than six (6) but less than eight (8) years due to serving partial terms, they shall be eligible for an additional consecutive two-year (2-year) term only if their tenure is seven (7) years or less. If their tenure is more than seven (7) years, they will be considered to have reached maximum tenure.
Section 4.05 Qualifications. Board Members will be chosen for their commitment and ability to advance the mission of the Association. Depth of interest in the Association and its mission; ability to commit sufficient time; education; work experience; spheres of influence; and experience in floodplain management, coastal ecology, hydrology, and other relevant technical subjects, as well as experience in organizational governance, fund raising, outreach and other strategic competencies are among the factors the Board will take into account in choosing Board candidates. No person shall be eligible to serve on the Board unless over the age of eighteen (18). The Board shall not discriminate during the recruiting and selection process, on the basis of race, color, religion, gender, sexual orientation, national origin, age (other than being at least eighteen (18)), disability or marital status.
Section 4.06 Quorum of and Action by the Board. Unless a greater proportion is required by law, fifty percent (50%) of the Board then in office shall constitute a quorum for the transaction of business. If a quorum is present at the commencement of a meeting, a quorum shall be deemed present throughout such proceedings. Except as otherwise provided by law, the Articles of Incorporation or these Bylaws, the act of a majority of the Board Members present at a meeting at which a quorum is present shall be the act of the Board.
Each Board Member shall have one vote on any matter coming before the Board. All voting at meetings shall be done personally (including participation per Section 5.05) and no proxy shall be allowed. The Board may at its discretion allow members who will otherwise be absent from an upcoming meeting to vote on a resolution in advance of the meeting by submitting their vote to the Association Chairperson in writing via a letter or email message at least two (2) days prior to the meeting. A copy of this vote shall be furnished to the Secretary and attached to the minutes of the meeting. Such votes shall count toward a quorum for the issue being decided.
Section 4.07 Resignation. Except as otherwise required by law, a Board Member may resign from the Board at any time by giving notice in writing to the Association Chairperson. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.
Section 4.08 Removal.
A Board Member may be removed by a simple majority vote of the Board, at any regularly scheduled or special meeting of the Board, whenever in the Board’s judgment the best interests of the Association would be served thereby.
Section 4.09 Conflict of Interest. On any question in which a Board Member is personally or financially interested or in other cases of conflict of interest, the Board Member’s interest or conflict shall be noted, and they shall abstain from voting. The Association shall also have in
place a formal policy on conflict of interest for Board Members, employees and agents that accord with all applicable laws and regulations.
Section 4.10 Compensation and Expenses. Board Members shall serve without compensation. The Association may, however, reimburse Board Members for expenses incurred by them in the performance of their duties to the Association in reasonable amounts based on policies approved by the Board.
Section 4.11 Attendance. Each Board member is expected to communicate with the Association Chairperson in advance of all Board meetings stating whether or not they are able to attend in person or participate by teleconference or other agreed-upon means of communication. As part of each Board Member’s duties, Board Members are expected to attend all meetings of the Board. Any Board Member who fails to attend at least 50% of all Board meetings in the course of the Association’s fiscal year is deemed to have resigned unless the member requests exemption and the Board votes by simple majority to waive this requirement after the fact for extenuating circumstances.
Section 4.12 Vacancies. In the case of a vacancy among Directors, the Chairperson may appoint, with input from the Board, an individual to fill the vacancy for the remainder of the term, provided that such individual shall reside in, work in or otherwise be able to represent faithfully the region in question. Should an at-large Board Member step down before their term is expired, the Chairperson may appoint, with input from the Board, an individual to fill the vacancy for the remainder of the term. For any vacated Board position, the Chairperson, with input from the Board, may otherwise deem to allow the position to remain vacant until such time as the Governance Committee puts forward a candidate in the normal course of the Committee’s annual nominations work.
Section 5.01 Regular and Special Meetings of the Board. Meetings of the Board may be held with such frequency and at such times and locations as the Board may determine. The Board must hold at least two (2) in-person meetings a year, including the Annual Membership Meeting. Other than the Annual Membership Meeting, other meetings may be attended in person or per Section 5.05.
Written notice of the time and place of every regular meeting of the Board Directors shall be given to each Board Member, by personal delivery, email or first-class mail, at least five (5) business days before the proposed meeting, except for the Annual Membership Meeting, which requires thirty (30) days’ notice. In the case of written notice not reaching its intended recipient by the above deadlines, if the affected Board Member nonetheless learns of and attends the meeting, the Board Member’s attendance shall constitute waiver of notice of such meeting, unless the Board Member is attending to object to the meeting being held because the meeting was not lawfully called or convened.
Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board need be specified in the notice or waiver of such meeting.
Special meetings of the Board may be called at any time by the Association Chairperson or any four Board Members. Notice of the time and place of every special meeting of the Board shall be given to each Board Member by written notice that is mailed and received, faxed or emailed to each Board Meeting at least twenty-four (24) hours prior to the time of such meeting. All attendance at special meetings may be conducted either in person or per Section 5.05, and any absence from special meetings shall not count negatively towards any Board Member.
A majority of the Board Members present, whether or not a quorum exists, may adjourn any meeting of the Board to another time and place. Notice of such an adjourned meeting and its rescheduling, if any, shall be given to all Board Members.
Section 5.02 Annual Membership Meeting. An Annual Membership Meeting of the Association shall be held each year for the purposes of electing Board Members and transacting any other business properly before the Board and Membership. Said meeting will also count as a meeting of the Board. Written notice of the time and place of the Annual Membership Meeting shall be given to the Membership and each Board Member, by personal delivery, email or first-class or nonprofit-rate mail, at least thirty (30) days prior to said meeting.
Section 5.04 Non-Meeting-Based Action by the Board. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any action required or permitted to be taken by the Board may be taken without a meeting if a majority of the Board Members consent in writing through fax, email, or U. S. mail to adoption of a written resolution authorizing the action. The resolution and the written consents thereto by the Board Members shall be filed with the minutes of proceedings of the Board.
Section 5.05 Meetings by Teleconference or Internet. Unless otherwise restricted by the Articles of Incorporation or these Bylaws, any or all Board Members may participate in a meeting of the Board or a committee of the Board by telephone, video conferencing, internet-based communication, or any other communication systems that allow all persons participating to communicate with one another and comment on all that transpires at the meeting. Such participation shall constitute presence in person at the meeting.
OFFICERS, AGENTS AND EMPLOYEES
Section 6.01 Officers. The Officers of this Association shall be the Chairperson, Vice-Chairperson, Secretary and Treasurer, each of whom shall be nominated by the Governance Committee and elected by the Board at the Annual Membership Meeting. Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board
Section 6.02 Nomination, Election and Term of Office. The Governance Committee shall oversee the Board Officer nomination process. Officers must be chosen from within the current Board. A minimum of one (1), two-year (2-year) term (as defined in Section 4.04) must be served by any Director or one (1), one-year (1-year) term served by any Officer before they become eligible for the position of Chair or Vice-Chair.
New Officers of the Association, as elected by the Board, shall be presented to the Membership at the Annual Membership Meeting after the Membership votes on the current slate of proposed new or returning Regional Directors. The term of office for the Officers shall be one (1) year commencing on June 1st following their election at the Annual Membership Meeting and concluding on May 31st of the following calendar year. Each Officer shall hold office until his or her successor shall have been elected and qualified or until his or her earlier resignation, removal from office, incapacitation or death. Each Officer may serve a maximum of two (2) consecutive one-year (1-year) terms in a single office. Serving two (2) consecutive one-year (1-year) terms in a single office will not preclude any Officer from being immediately eligible for election to a separate office or to a Director position.
Section 6.03 Compensation. Officers shall serve without compensation, but may be reimbursed by the Association for expenses incurred by them on behalf of the Association in the performance of their duties in reasonable amounts based on policies approved by the Board.
Section 6.04 Vacancies in Officer Positions. In the event of a vacancy in any office, the Chairperson, with input from the Board, shall appoint a Board member to fill such vacancy, except if the office of Chairperson is vacated, in which case the Vice Chairperson will serve as acting Chairperson. The Executive Committee may appoint a new Chairperson, subject to Board ratification at its next meeting. In the event of more than one vacancy in Association offices, four or more members of the Board may call a special meeting of the Board to elect replacements.
An Officer who terminates their membership with the Association shall resign their office immediately. They shall notify the Executive Director and the Chairperson of the Association of their resignation as an officer as soon as possible. The Chairperson or the Executive Director shall immediately notify the full Board and the Executive Director.
If the Chairperson does not act immediately to fill the vacancy as described herein, the Board shall elect a replacement to fill the unexpired Officer term at the Board’s next regularly scheduled meeting.
Section 6.05 Removal of Officers. The Board may remove by simple majority vote any Officer elected or appointed by the Board without cause whenever, in its judgment, the best interests of the Association would be served thereby. Election or appointment of an Officer, or any other Board Member, shall not of itself create contract rights.
Section 6.06 Powers and Duties. The powers and duties of the Officers of the Association shall be as follows:
a) The Chairperson shall serve as chair of the Board, chair of the Executive Committee and as an ex-officio member of all the Association committees, although attendance at all committee meetings, other than the Executive Committee, is not normally expected. The Chairperson shall appoint the chairpersons of the standing committees and may also appoint some or all of the members of standing and Board-authorized ad hoc committees or task forces for any special or incidental need of the Association. The Chairperson shall convene and preside at regularly scheduled board meetings, or arrange for another Board Officer to preside at a meeting. The Chairperson shall play a major role in resource development and in representing the organization within the State.
The Chairperson may sign, with the Secretary or any other Board Officer or Board-authorized staff person, including the Executive Director, any deeds, bonds, mortgages, contracts, checks or other instruments which the Board has authorized to be executed,
except in cases where the signing and execution thereof shall be expressly delegated by the Board, these Bylaws or applicable law to some other Officer or agent of the Association.
b) The Vice Chairperson shall aid the Chairperson and in the absence of the Chairperson, shall have and perform all the powers and duties of the Chairperson. In the event of a vacancy in the office of Chairperson, the Vice-Chairperson shall act as the interim Chairperson. The Vice Chairperson shall be an ex officio member of all committees, but the Vice Chairperson’s attendance is not normally required for the committees in this role. Like the Chairperson, the Vice Chairperson shall play a major role in resource development and in representing the organization within the State.
c) The Treasurer shall serve as chair of the Finance Committee. The Treasurer and the Finance Committee have general oversight of the financial management of all funds and securities of the Association, ensuring that appropriate and accurate fiscal records are kept and that all funds are recorded, spent and monitored consistent with funder expectations, legal requirements and sound financial management. The Treasurer shall assist the Executive Director with accounting policies and procedures and monitor the fiscal records of the Association. The Treasurer shall be responsible for all duties inherent in the position. The Treasurer and the Finance Committee shall present to the Board a monthly summary and a summarized annual report at the Annual Membership Meeting. The Treasurer will ensure the Board receives accurate and timely financial reports, bringing to the Board’s attention any notable changes or other fiscal issues important for the Board to know.
d) The Secretary shall make arrangements with the Executive Director so that either the Secretary or a designated member of the staff shall:
i. Keep accurate minutes of all Board meetings, including those identified in Article V;
ii. See that all notices are duly given in accordance with the provisions of these Bylaws or as required by law;
iii. Maintain the official records of the Association;
iv. Ensure all Board members complete and sign an annual Conflict-of-Interest statement, are furnished with the organization’s Whistleblower Protection policy, and at the beginning of each two-year (2-year) term sign the Board Member Agreement form outlining each Director’s roles and responsibilities; and
v. In general perform all duties incident to the office of Secretary.
Section 6.07 Executive Director shall be nominated by the Executive Committee, subject to confirmation by a majority of the Board. The Executive Director -- or the Executive Committee in the absence of an Executive Director -- shall be an independent contractor of the Association and shall be responsible for providing executive leadership and direction to the organization and for arranging meetings of the Board. He or she shall establish and manage the Association office and shall do or cause to be done on behalf of the Association all actions directed by the Board. He or she shall generally have the power to carry on the business of the Association and to do the things necessary or appropriate to execute the policies, decisions and instructions of the Board. Major responsibilities will include providing the Board with periodic reports on the condition of the organization and on external developments which may influence the Association’s future, and providing consistent progress towards achievement of the Association’s vision, mission and goals. The Executive Director or the designee of the Executive Director shall keep all records of the Association in cooperation with the Board Secretary and give notice of all Association meetings
Section 6.08 Compensation. The Association may pay compensation in reasonable amounts to agents and employees for services rendered. The Board shall determine the level of compensation for the Executive Director and shall approve compensation guidelines for other categories of employees.
Every member of the Board shall serve on at least one standing committee of the Association, in addition to serving periodically on temporary ad hoc committees and task forces formed to address specific issues or needs. The Board will maintain an Executive Committee, Finance Committee and Governance Committee and may add other standing or ad hoc committees as it sees fit. The Board may elect to include non-Board members on all other committees.
Section 7.01 Executive Committee. The Executive Committee shall be composed of the Officers and the most immediate past Chairperson of the Association. Between meetings of the Board, the Executive Committee may conduct the Board-related affairs of the Association and may carry out such other duties as the Board shall delegate. Any decisions of the Executive Committee are subject to review and approval by the full Board at its next meeting.
The Executive Committee shall meet as needed. Notice of Executive Committee meetings, except in the case of emergencies, shall be given at least five (5) business days in advance of the meeting.
The Executive Committee’s responsibilities may include: 1) presentation of issues and recommendations to the Board for decision; 2) the administration of the Executive Director’s performance evaluation; and 3) service as a search committee for a new Executive Director. The Executive Committee shall not have authority to hire or fire the Executive Director of the Association, appoint new Board members, or amend or repeal the Bylaws or Articles of Incorporation. The action of the Board is required in such cases.
Section 7.02 Finance Committee. The Finance Committee shall be chaired by the Treasurer of the Association and shall be responsible for providing guidance to and oversight of staff concerning the Association’s budget and financial reports. The Committee will recommend goals related to establishing and maintaining the fiscal strength of the Association. It will also make recommendations to the Board on the cost effectiveness of the Association, budgeting, finance policies, and short- and long-term financial planning.
Section 7.03 Governance Committee. The Governance Committee shall focus on core governance issues, Board composition and effectiveness, and legal and ethical conduct. It shall have responsibility for ensuring the Bylaws and other governing documents of the organization are in place and kept up to date and that the Association has conflict-of-interest, whistleblower protection and other ethical policies and processes in place. The Governance Committee will annually prepare a proposed slate of new and renewing Board Members for review and approval by the Membership at the Annual Membership Meeting. The Governance Committee will also put forward a slate of Board Officers to be approved by the Board at the Annual Membership Meeting
To maximize Board effectiveness, the Governance Committee will also periodically assess the selection criteria, recruitment and evaluation of Board Members; the appropriateness of Board size, leadership, composition, and committee structure; and the frequency and structure of Board meetings.
Section 7.04 Other Committees and Task Forces. The Board at its discretion may create or dissolve and appoint members to such other standing or temporary ad hoc committees as it shall deem appropriate. Such committees and task forces shall have the power and duties as designated by the Board and shall give advice and make non-binding recommendations to the Board. No committee shall have the authority to amend or repeal these Bylaws, elect or
remove any Board Member, adopt a plan of merger, or authorize the voluntary dissolution of the Association. These are the sole responsibility of the full Board.
Standing and ad hoc committees other than Executive, Finance and Governance Committees may include and be chaired by Association members from outside the Board, but must include at least one Board Member as a member of the committee. These committees currently include:
a) Education – The education committee shall be responsible for the educational programs of the Association, including all certification programs.
b) Membership – The membership committee shall be responsible for soliciting new members, providing membership services and ensuring continuity of the existing membership.
c) Conference – The conference committee shall be responsible for the planning and administration of the Annual Membership Meeting.
d) Communications – The communications committee shall be responsible for the Association’s newsletter, and supervision or administration of the website.
e) Coastal – The coastal committee shall be responsible to conduct research and provide for education and/or recommendations to improve the association floodplain management roles in coastal communities in the State of Florida.
f) Legislative – The legislative committee shall be responsible for monitoring legislation and advising the Board on those matters it deems pertinent to the membership.
Section 7.05 Term of Office. Each committee member or chair shall serve for one (1) year. There is no limit to how many terms a committee member or chair may serve on a given committee, unless otherwise prohibited by these Bylaws.
Section 7.06 Vacancies. Vacancies in the membership of committees may be filled by the Chairperson of the Association at any time.
Section 7.07 Rules. Each committee and task force may adopt rules for its meetings which are consistent with these Bylaws or with any rules adopted by the Board.
Section 7.08 Advisory Bodies. The Chairperson or the Executive Director, acting on behalf of the Board, may from time to time appoint persons to act singly or as a committee or committees to provide expert advice to the Association or assist it in other ways. Groups of advisors may include an Honorary Board, advisory boards, and event committees or other advisory groups. Each such advisor shall serve at the pleasure of the Board for a period designated by the Board and shall only have such authority or obligations as the Board may determine. No advisor shall receive compensation for services rendered, except for payment of
reasonable expense in accordance with policies established by the Board, unless such compensation is authorized by a majority of the Board members then in office. A Board Member may serve as an advisor, but may not receive compensation except for payment of reasonable expenses in accordance with the Association’s policies.
Section 8.01 Fiscal Year. The fiscal year of The Association shall be the calendar year, beginning January 1st and ending December 31st.
Section 8.02 Government Relations. The Association seeks to provide local, state, and federal agencies and legislatures with the objective information each needs to create, interpret and enforce prudent laws, regulations and policies pertaining to floodplain management. No legislation shall be supported or opposed in the name of the Association except by the direction of the Membership or the Board. The Association shall also have in place a formal policy on Government Relations for Board Members, employees and agents that accord with all applicable laws and regulations.
Section 8.03 Contracts. The Board may authorize any Officer or agent of the Association to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association, unless otherwise restricted by law. Such authority may be general or confined to specific instances. The Board is authorized to enter into a contract with an individual or corporation to provide services as its Executive Director. No contracts shall be entered into on behalf of the Association unless authorized by a resolution of the Board.
Section 8.04 Checks, Drafts and Loans. All checks, drafts, loans, contracts or other orders for payment of money or other evidence of indebtedness authorized by the Board shall be signed by such Board-authorized officer(s), staff person(s), or other agents of the Association and in such manner as shall be
from time to time determined by the Board. No loans shall be contracted or entered into on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board. Such authority may be general or confined to specific instances.
Section 8.05 Deposits. All funds of the Association shall be deposited to the credit of Florida Floodplain Managers Association, Inc. in such banks, trust companies or other depositories as the Board of Directors may from time to time designate.
Section 8.06 Funds. Any funds which may come to the Association or be subject to its control, for its use in furthering and promoting the aims and purposes of the Association or its policies, shall be received, disbursed, controlled and accounted for in such manner and under such conditions as shall be prescribed and determined by the Board.
Section 8.07 Gifts. The Board and those it authorizes, including the Executive Director, shall have the power to receive, or in its discretion to reject, any contribution, gift, property, bequest or devise for the purposes of the Association.
Section 8.08 Books and Records to be kept. The Association shall keep at its registered office: 1) correct and complete books and records of account; 2) minutes of the proceedings of the Board and the Executive Committee; and 3) a record of the names and addresses of the Board Members entitled to vote. All books and records may be inspected by any Board member or member having voting rights or their agent or attorney, for any proper purpose at any reasonable time.
Section 8.09 Loans to Directors and Officers. No loans shall be made by the Association to its Membership, Board Members or staff.
Section 8.10 Indemnification and Insurance. Unless otherwise prohibited by law, Florida Floodplain Managers Association, Inc. shall indemnify any Board Member, any former Board Member, and any employee against any and all expenses and liabilities actually and necessarily incurred by them or imposed on them in connection with any claim, action, suit or proceeding (whether actual or threatened,
civil, criminal, administrative or investigative, including appeals) to which they may be or are made a
party by reason of being or having been such Board Member or employee -- subject to the limitation, however, that there shall be no indemnification in relation to matters as to which she or he shall be adjudged in such claim, action, suit or proceeding to be guilty of a criminal offense or liable to the Association for damages arising out of his or her own gross negligence or willful misconduct in the performance of a duty to the Association.
(a) Amounts paid in indemnification of expenses and liabilities may include, but shall not be limited to, counsel fees and other fees; costs and disbursements; and judgments, fines and penalties against, and amounts paid in settlement by, such Board Member or employee. The Association may advance expenses to, or where appropriate may itself, at its expense, undertake the defense of any Board Member or employee; provided, however, that such Board Member or employee shall undertake to repay or to reimburse such expense if it should ultimately be determined that they are not entitled to indemnification under this Article.
(b) The provisions of this Article shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after adoption hereof.
(c) The indemnification provided by this Article shall not be deemed exclusive to any other rights to which such Board Member or employee may be entitled under any statute, Bylaw, agreement, vote of the Board or otherwise and shall not restrict the power of the Association to make any indemnification permitted by law.
(d) The Board may authorize the purchase of insurance on behalf of any Board Member, employee or other agent against any liability asserted against or incurred by him or her which arises out of such person’s status as a Board Member, employee or agent, or out of acts taken in such capacity, whether or not the Association would have the power to indemnify the person against that liability under law.
(e) In no case, however, shall the Association indemnify, reimburse or insure any person for any taxes imposed on such individual under Chapter 42 of the Internal Revenue Code of 1986, as now in effect or as may hereafter be amended ("the Code"). Further if at any time the Association is deemed to be a private foundation within the meaning of section 509 of the Code, then during such time, no payment shall be made under this Article if such payment would constitute an act of self-dealing or a taxable expenditure, as defined in section 4941(d) or 4945(d), respectively, of the Code.
(f) If any part of this Article shall be found in any action, suit, or proceeding to be invalid or ineffective, the validity and the effectiveness of the remaining parts shall not be affected.
Section 9.01 Powers. The Association shall have the power to rent, purchase or otherwise own or hold property, including beneficial interests therein, either solely or jointly with other organizations; to solicit and receive contributions; to assess and collect dues; to contract with governmental units, persons, firms or other organizations to procure or provide services or to
perform functions by either contracting partly or jointly and to pay or receive money therefore; and to do all such other things as are incidental and proper or reasonable and desirable to carry into effect the purposes of the Association.
Section 10.01 Amendments. These Bylaws may be amended at any Annual or Special Meeting by a two-thirds vote of the Membership of the Association present and voting, provided that such proposed amendment shall not be voted on until at least thirty (30) days notice has been provided to the general Membership.
Section 11.01 Location. The principal place of business of the Association shall be within the State of Florida, United States of America.
Section 12.01 Dissolution. Upon dissolution of the Association, the Board shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association to such organization or organizations reflective of the Association’s mission operating exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1986 (or corresponding provision of any future United States Internal Revenue Law), as the Board shall determine.
The Foregoing Revised Bylaws of Florida Floodplain Managers Association, Inc. were adopted on the 6th day of June, 2013 by resolution of The Board of Directors.