FLORIDA ASSOCIATION OF ENVIRONMENTAL PROFESSIONALS
2004 AMENDED BYLAWS
I. NAME AND JURISDICTION
The name of this organization (herein termed the ASSOCIATION)
shall be the Florida Association of Environmental Professionals (FAEP).
The ASSOCIATION boundaries shall encompass the following geographic
area: only the State of Florida.
II. BYLAWS
The Bylaws
of the ASSOCIATION shall govern all operations of the ASSOCIATION and shall
be in conformance and compatible in all respects to the Bylaws and the Articles
of Incorporation of the National Association of Environmental Professionals
(NAEP). All revisions, additions, amendments,
and/or changes to the Bylaws shall be submitted to NAEP for review.
Such revisions, additions, amendments and/or changes shall apply unless
rejected by NAEP in a timely manner, following submission thereof.
Roberts Rules of Order shall apply to all proceedings of the ASSOCIATION.
III. PRINCIPAL
OFFICE
The principal office of the ASSOCIATION shall be located at
a place to be established by the ASSOCIATION Board of Directors (hereinafter
termed the BOARD) and may be changed from time to time by a majority vote
of the BOARD.
IV. CHAPTER FUNCTIONS
AND PURPOSE
The primary function of the ASSOCIATION shall be to enhance,
maintain, and protect the quality of the natural and human environment through
professional ethics and cooperation with the NAEP. The specific purposes of the ASSOCIATION shall
be: (1) to encourage and facilitate full participation in the ASSOCIATION
and NAEP its goals and activities by all persons qualified to be members of
the NAEP and the ASSOCIATION; (2) to actively expand the membership of the
NAEP and the ASSOCIATION to include the widest range of views and concerns
of professionals engaged in the environmental field.
V. INCORPORATION
The ASSOCIATION shall be incorporated within the State of its
headquarters. A copy of the certificate shall also be sent to the NAEP headquarters.
VI. MEMBERSHIP
A. GENERAL MEMBERSHIP
ASSOCIATION General membership shall be open to all persons
with three (3) years professional experience in an environmental discipline
(e.g. project or task manager, etc., who exercises independent judgment in
an interdisciplinary environmental field).
All General members of the ASSOCIATION shall also be General members
in good standing of the NAEP. A General
Member shall be considered a voting member of the Association, eligible to
hold office or to be elected to the BOARD.
B. ASSOCIATE MEMBERSHIP
Florida Associate membership is open to those who do not meet
the General membership requirements and to other individuals who are interested
in environmental issues, ideas or technology. A Florida Associate shall be considered a voting
member of the ASSOCIATION, not eligible to hold an office, but eligible to
be elected to the BOARD.
C. STUDENT MEMBERSHIP
All persons, (a) Enrolled in a school of recognized standing;
(b) registered at least as a half-time student according to the rules and
regulations of the applicable school; and (c) registered in at least one (1)
course in the professional disciplines. Proof
of continued registration must be provided to the Executive Director upon
membership renewal. A Student Member
shall not be considered a voting member of the ASSOCIATION, and is not eligible
to hold office or to be elected to the BOARD.
D. DUES
BOARD may, by majority vote of those present and voting at
a regular or non-regular meeting,
as hereinafter defined, assess ASSOCIATION members on an annual basis for
projected expenses necessary to ASSOCIATION operation. Non-payment of approved
assessments within thirty (30) days following notification thereof may result
in termination of ASSOCIATION membership.
VII. LOCAL CHAPTERS
ASSOCIATION members may join together to establish Local Chapters
in Florida on whatever basis the BOARD may deem advisable. The purpose of
these Local Chapters shall be to encourage greater participation by Florida's
environmental professionals, broaden the ASSOCIATION’S base of support and
provide an opportunity for ASSOCIATION members to become better informed on
environmental issues of local interest.
Membership in a Local Chapter of the ASSOCIATION is open to
individuals who are members of the ASSOCIATION and who reside or work within
the Local Chapter's geographical region (as defined by the BOARD.)
To be considered by the BOARD for charter as a Local Chapter,
the proposed Local Chapter must submit a list of at least 10 individuals,
who are ASSOCIATION members or NAEP members/environmental professionals willing
to become ASSOCIATION members, and who reside or work in the Local Chapter's
proposed geographical region. The Local Chapter must then obtain preliminary
recognition by a majority of the entire BOARD. Upon recognition by the BOARD the Local Chapter
must submit to the BOARD within 6 months - a Chapter membership list of at
least 10 confirmed ASSOCIATION members, a proposed slate of officers and proposed
Local Chapter Bylaws (in agreement with those of NAEP and FAEP. Permanent status as a Local Chapter of FAEP
must then be granted by a majority vote of the BOARD.
Bylaws of existing Local Chapters shall govern all operations
of the Local Chapter and shall be in conformance and compatible in all respects
to the Bylaws and the Articles of Incorporation of the Florida Association
of Environmental Professionals. All
revisions, additions, amendments, and/or changes to the Bylaws shall be submitted
to FAEP for review. Such revisions, additions, amendments and/or changes shall
apply unless rejected by FAEP in a timely manner, following submission thereof.
Roberts Rules of Order shall apply to all proceedings of the Local
Chapter.
Notice of Local Chapters meetings shall be given in advance
to the FAEP Secretary to permit communication of time and place permitting
any FAEP members who wish to attend to do so.
Local Chapters will be required to submit periodic financial statements
as required by the BOARD.
If membership of the Chapter falls below 10 members, the status
of the Chapter will be reviewed by the Board.
VIII. STUDENT CHAPTERS
Individuals currently enrolled in undergraduate and/or
graduate majors related to the environment may join together to establish
Student Chapters in Florida, under the direction of a Faculty Advisor. The purpose of these Student Chapters will be
to encourage members in their pursuit of environmentally related careers and
to foster personal and professional development of its members. Membership in the ASSOCIATION is not required
for the members of the Student Chapter, but each Student Chapter will be sponsored
by a Local Chapter in its area, which will oversee its activities.
Approval of a Student Chapter’s request for affiliation with the ASSOCIATION
will require a majority vote of the BOARD.
The Constitution and Bylaws of the Student Chapter must adhere to the
Code of Ethics and Standards of Practice of the ASSOCIATION.
All changes in Bylaws, Faculty Advisor or other governing policies
will require the approval of a majority vote of the BOARD.
IX. BOARD MEETINGS
A. REGULAR
Regular meetings of the BOARD for the transaction of all business
necessary and incidental to the orderly performance of the ASSOCIATION functions
shall be on a regular basis at a time and place to be set by a vote of the
BOARD at its first fiscal year meeting.
B. SPECIAL /EMERGENCY
Special or non-regular meetings of the BOARD may be called
by a majority of the Directors of the BOARD for good and compelling reasons.
Notification of such meetings shall be sent no later than the fifth (5th)
business day preceding a teleconference and ten (10) business days preceding
any other meeting to all BOARD members. Such notification shall set forth
the time, place, and general purpose of such meeting and no additional matters
shall be acted or voted on by the membership present at such meeting.
C. QUORUM
A majority of the Officers
of the BOARD, or their proxies shall constitute a quorum.
D. VOTING
All actions at meetings requiring a vote of the BOARD for enactment
shall require the presence of a quorum and shall be approved by a simple majority
of those present and voting at such meetings or by written proxy, unless specified
otherwise in other provisions of the Bylaws.
E. MINUTES AND
RECORDS
A full and complete
record of all business transacted at BOARD meetings shall be maintained in
an orderly typewritten manner and shall be certified as to accuracy by the
current duly elected Secretary of the BOARD, and shall be maintained in a
place accessible to the membership upon reasonable request. Minutes of each
meeting shall be approved by a majority vote of those present and voting at
the next subsequent regular or special meeting of the BOARD. Full copies of the minutes and records, or portions
thereof, shall be furnished to individual members upon request subject to
payment of reasonable duplication expenses by the member or members requesting
such copies.
X. CHAPTER MEETINGS
Regular meetings of the Local Chapters for the transaction
of all business necessary and incidental to the orderly performance of the
Local Chapter functions shall be on a regular basis at a time and place to
be set by a vote of the Local Chapter’s Board at its first fiscal year meeting.
XI. BOARD OF DIRECTORS
A. GENERAL
The ASSOCIATION shall be governed by the BOARD, duly elected
by the Local Chapter Boards of Directors, and an Executive Committee, comprised
of one (1) representative from each Local Chapter. The BOARD of Directors shall be comprised of
the individuals designated as Officers, (PRESIDENT, VICE-PRESIDENT, SECRETARY,
TREASURER, PAST PRESIDENT) and three (3) designated as BOARD MEMBERS. Directors and Executive Committee members may
be General or Associate members of the Association, in good standing. Officers shall be General members of the ASSOCIATION
in good standing.
B. TERM OF OFFICE
Each of the Directors of the BOARD shall normally serve for
a term of three years. Terms shall be staggered with the periods of service
for the respective Directors terminating at the special BOARD meeting following
the annual elections.
C. ELECTIONS
Directors shall be elected by a majority of ballots cast by
the Local Chapter Boards of Directors. Nominations
for Directors shall be made from the Nominations Committee as appointed by
the President. The Nominations Committee
shall solicit names of nominees from each of the Local Chapter Boards.
The Secretary shall prepare and distribute ballots to the Local Chapter
Presidents no later than the fifteenth (15th) day following such nominations. Local Chapter Presidents shall present the slate
of names to their respective Local Boards for a vote. Ballots shall be returned to the Secretary of
the ASSOCIATION no later than the thirtieth (30th) day following the nominations.
Secretary shall submit the tally to the Board within forty-five (45) days
of the nominations.
The installation of Directors for the succeeding year shall
be accomplished at the next regular meeting of the directors or at a special
meeting called by the President.
Executive Committee members shall be elected by the chapters
they represent in accordance with procedures established by that chapter.
Executive Committee members shall take office at such time as they shall be
elected by the chapter. Terms of office shall be for at least one(1) year,
and no more than three (3) years.
D. OFFICERS
The officers of the BOARD shall consist of a President, Vice-President,
Secretary, and Treasurer. Each shall be elected by the BOARD at a special
meeting of the Directors; following notification of those persons elected
by the Local Chapter Boards. The officers
of this corporation shall have the support of staff in performing the following
duties:
PRESIDENT
The President of the BOARD shall have responsibility for the
general supervision and operation of the BOARD and shall preside at meetings
of the ASSOCIATION membership and governing BOARD.
VICE-PRESIDENT
The Vice-President of the BOARD shall assume the title, duties,
and responsibilities of the President in the event of resignation, disqualification,
or removal of the President. The Vice-President shall also preside at meetings
of the ASSOCIATION membership and of the governing BOARD during the absence
of the President. The Vice-President shall also be responsible for program
arrangements at all meetings of the ASSOCIATION membership.
SECRETARY
The Secretary of the BOARD shall schedule and coordinate all
meetings of the BOARD and keep and maintain a full and complete set of minutes
and records of the business of the BOARD.
TREASURER
The Treasurer of the BOARD shall reconcile all accounts of
the ASSOCIATION and report to the BOARD on at least a quarterly basis, and
shall prepare all budgets for action by the BOARD.
PAST-PRESIDENT
The outgoing President shall preside over the meeting at which
the new President is elected.
E. NATIONAL REPRESENTATIVE
A National Representative shall be appointed by the BOARD to
represent the interests of the FAEP at the NAEP Board of Directors Meetings.
The National Representative shall fulfill other national liaison
duties at the pleasure of the BOARD. The National Representative shall be
a NAEP member in good standing and a voting member of the BOARD.
The duties are primarily as an emissary between the National
Organization and the FAEP. As emissary
to the FAEP, the National Representative will be directed by the Board in
matters directly affecting FAEP. The
National Representative will be chosen from the existing Board of Directors,
Executive Director or Officer of FAEP. The
term of office is to be three years. If
the National Representative is unable to attend the NAEP Board of Directors
Meeting, he can assign proxy to any of the eligible Board members.
In the event that no candidates can be found willing to accept
the appointment for the position, the President has the authority to fulfill
the duties personally.
F.
EXECUTIVE DIRECTOR
An Executive Director shall be hired by the BOARD to provide
various services to the ASSOCIATION and the BOARD, including but not limited
to the following: maintain the physical office of the ASSOCIATION; process
all member dues and maintain the electronic membership database for the ASSOCIATION;
maintain and prepare financial reports and tax forms; publish a periodic Newsletter
and Membership Directory; maintain a web site for the ASSOCIATION.
The Executive Director shall be a member in good standing of the ASSOCIATION,
but shall be prohibited from holding any office on the BOARD or voting.
Compensation for the Executive Director will be determined by vote
of the BOARD at the start of the Fiscal Year.
G. BOARD MEMBERS
The three (3) non-officers who are elected as Board Members
will serve on the Board of Directors. Their duties are to provide input to
Board discussions regarding operations and policy of the ASSOCIATION. Their
votes are equal to those of the officers on the BOARD.
H. CHAPTER REPRESENTATIVES
Each Local Chapter Board shall elect
or appoint one(1) representative to the Executive Committee, which representative
shall have one(1) vote in all matters pertaining to the BOARD.
The term of office of the Chapter Representative shall be at least
one (1) year, and no more than three (3) years.
I. VACANCIES
A vacancy in any office may occur due to resignation, removal,
disqualification or other means. Should the office of President be vacant,
the Vice-President shall become President automatically and shall serve in
such office for the remainder of the term. All other vacancies shall be filled
by special election as provided below.
Within ten (10) days following such vacancy, a replacement
BOARD member shall be nominated by the BOARD and elected pursuant to the policies
and procedures set forth above, in section X. C.
J. BOARD MEETING ATTENDANCE
Directors are required to attend six business meetings annually,
at least one (1) of which must be in person, when scheduled. A Director who misses two successive regularly
scheduled business meetings shall have his/her membership in such Board brought
to a vote, for possible termination, at the next regularly scheduled meeting.
A Director who misses three successive regularly scheduled
business meetings will automatically be terminated as a Director. The BOARD
shall appoint a new Director to serve out the term.
K. REMOVAL
FROM OFFICE
Any Director can be removed from office commencing with a written
petition signed by one-quarter of the current ASSOCIATION membership, which
petition shall set forth the charges against such Director or other reasons
for his or her removal and requesting the governing BOARD to set the time
for a special election.
The BOARD shall certify the recall petition only if a minimum
of one-quarter of the current ASSOCIATION membership, on the date of receipt
of such petition have signed the recall petition. Within ten (10) days following
such certification, written notification shall be distributed to all current
members that such recall petition has been certified and enclosing a copy
of the petition, a rebuttal statement by the officer concerned and a special
ballot requiring a yea or nay vote on such removal.
Ballots shall be returned to the President no later than the
fifteenth (15th) day following such notification and shall be canvassed by
the officers of the BOARD no later than the twentieth (20th) day following
such notification. The results of such recall election shall be conveyed to
all members of the ASSOCIATION no later than the fifth (5th) day following
the canvass of ballots.
XII. FINANCES
A. LOCAL CONTROL
The ASSOCIATION shall have full and complete control over all
funds received by the ASSOCIATION from all sources, including allocations
to the ASSOCIATION, which may be made by the NAEP from time to time.
B. NAEP NATIONAL
ASSOCIATION
The ASSOCIATION shall not be liable in any manner for NAEP
debts or obligations. Conversely, the NAEP shall not be liable in any manner
for ASSOCIATION debts or obligations.
C. PROCEDURES
All fiscal policies and procedures of ASSOCIATION shall be
in conformance with NAEP fiscal policies and procedures.
D. DISBURSEMENTS
All checks drawn on ASSOCIATION bank accounts for routine business
expenses shall be signed by the Executive Director or an appointee of the
BOARD. Non-routine business expenses
over $200.00 will require the additional signature of one (1) other BOARD
member.
E. TAX STATEMENTS
Annual tax statement shall be prepared by the Executive Director
and filed by the Treasurer.
XIII. EXPULSIONS:
DISCIPLINARY PROCEDURES
A member other than a Director may be expelled for cause such
as a violation of any of the provisions of the Bylaws or Code of Ethical Practice
of the ASSOCIATION, or for conduct which in the opinion of the BOARD is improper
and prejudicial to the best interest of the ASSOCIATION. The BOARD shall consider proceedings looking
toward the expulsion of any member: (a) upon the recommendation of the National
Committee on Standards and Procedures; or (b) upon the written request of
ten (10) or more ASSOCIATION members. Prior to its consideration of any such
case, the BOARD shall advise the member, in writing, of the charges, shall
notify the member of the time and place of the meeting of the BOARD at which
the case is to be considered, and shall invite the member to present, at such
time, a defense either in person or in writing. Evidence supporting the charges
shall be presented to the BOARD at the meeting and the member charged shall
have a full opportunity to reply and present evidence in rebuttal of the charges.
The final action of the BOARD shall be by ballot at a meeting of the BOARD.
After consideration of all evidence presented at the meeting
of the BOARD at which the case is considered, the BOARD may decide that the
charges against a member of the ASSOCIATION are not sufficient to justify
expulsion. In such case, if the charges be sustained or proven, the BOARD,
at its discretion, may direct the suspension of the member.
A finding that the charges against a member have been sustained
or proven shall require the affirmation vote of a majority of the entire BOARD.
If the majority vote is less than unanimous, disciplinary action shall be
restricted to a letter of admonition. Affirmative votes of the entire BOARD
shall be required for expulsion.
No person who has been expelled from membership shall be eligible
for reinstatement.
XIV. BYLAW AMENDMENTS
ASSOCIATION Bylaws may be amended by two-thirds of all voting
members; provided however, that for the purposes of this section, ten percent
of those eligible to vote shall constitute a quorum. Ballots must be received
by the ASSOCIATION within 30 days of their issuance. Ballots are to be distributed
and advertised in the newsletter. Voting is to be allowed through mail or
verifiable electronic communications such as facsimile transmission (fax)
or email.
XV. DISSOLUTION
In the event of dissolution of the ASSOCIATION, all assets
(following settlement of all ASSOCIATION liabilities) shall be distributed
proportionately to each of the Local Chapters, under the guidance and review
of NAEP. Dissolution of the ASSOCIATION
shall require a unanimous vote of all Local Chapter BOARDS.
XVI. CERTIFICATION
This is to certify that the undersigned is the duly elected
ASSOCIATION President and that the above Bylaws were adopted as the ASSOCIATION
Bylaws at a regular meeting of persons qualified to be ASSOCIATION members
on __________________________.
By: ___________________________________ Date: ______________
FAEP President
