Article I: Name
Section
1.
The name of this organization is
the Jacksonville 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 Board shall at a minimum
consist of four members including the President, Vice
President(s), Secretary, Treasurer and Immediate
Past President. The maximum number of Board Members
shall be 12. (The Chapter may choose to combine the
duties of the Secretary/Treasurer.) The Chapter may
choose to include on the Board additional Directors
whose duties and responsibilities shall be as approved
by the Association’s Board.
(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 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.
