BYLAWS OF THE FLORIDA AIRBOAT ASSOCIATION, INC.
A FLORIDA NOT-FOR-PROFIT CORPORATION
The purpose of the Florida Airboat Association (FAA) are to promote, preserve and educate in responsible air boating; to promote wildlife conservation and protection; to preserve public access to and use of state and federal lands and waterways; promote community services and to protect the rights of sportsmen for outdoor recreation; to further the acceptance of airboats as a means of recreation in Florida; to protect water and land access for all vessels using the waterways of the state of Florida; to educate and enlist Florida citizens to protect and restore the quality of the natural and human environment; and to use all lawful means to carry out these objectives.
ARTICLE 1. OFFICES
The principal office of the Corporation shall be in the state of Florida. The Corporation shall designate a registered office in accordance with Florida law and shall maintain it continuously. The Corporation may have offices at such other places within the State of Florida as the Board of Delegates may from time to time determine.
ARTICLE 2. MEMBERS
Section 1. Qualification
The Florida Airboat Association, Inc. shall be comprised of a consortium of airboat clubs, manufacturers, vendors or other entities or groups associated with the airboat industry whose constituency shall elect or appoint delegates authorized to act for it at all meetings of the Florida Airboat Association, Inc.
The terms delegate and director are interchangeable unless otherwise stated in any section of these Bylaws. The delegates shall be known as the Board of Directors.
Delegate: shall be individual appointed by a member organization or company whose business it is to represent the wishes of that business or club at meetings of the FAA. The Board of Delegates shall be comprised of Delegates. Each membership enthusiast organization shall be entitled to (2) two voting delegates and an alternate. Names of such delegates shall be forwarded to the Secretary upon selection by each organization.
Individual – nonvoting/supporting. An individual non-voting membership is open to all persons over the age of eighteen years who are interested in furtherance of the purpose of the Corporation.
At Large Delegate. Individuals that have clearly established themselves as leaders in this sport may be designated as a “voting delegate”. In order to be considered for the At Large Delegate status, the individual must be a member of a participating club or business. Such At Large Delegates shall be chosen by a 2/3 vote held during a regularly called meeting. Such At Large Delegate will serve a one (1) year term but such term may be renewed, on an annual basis, in the same manner.
Section 2. Manner of Admission
Each application for Voting Member must be sponsored by a Voting Member in good standing and be approved by a majority of voting members present at a meeting duly held in order for the applicant to become a Voting Member. Voting Members are those persons named as such in the Articles of Incorporation.
Each applicant for Non-Voting Membership shall be approved by a majority of delegates present at a meeting duly held in order for the applicant to become a Non-Voting Member.
Section 3. Membership Classes
There shall be two (2) categories of Membership:
A. Non-Voting Members. The Board of Delegates may establish one or more categories of Non-Voting Members of the Corporation by resolution, and may assess dues on such Non-Voting members. Such Non-Voting Member shall be recommended by two (2) members of the Board of Delegates and shall be approved by a 51% vote.
B. Voting Delegates. The Corporation shall have Voting Delegates who act as the Board of Delegates. Each delegate shall have one vote. Member associations shall designate 2 delegates to the Board of Delegates. In addition, each association shall designate an alternate.
(a) A delegate may be removed only by an affirmative vote of at least 2/3 of those delegates present and only for cause, acts consistent with membership or conviction of a felony, and only after an opportunity to be heard (unless the member’s whereabouts are unknown).
(b) Appeals Process
Should a delegate be removed by an affirmative vote of 2/3 of those present at a duly convened meeting, that delegate may appeal such removal at that meeting or the next meeting. The delegate may be reinstated by a subsequent vote of the delegates present if two – thirds (2/3’s) of the delegates support reinstatement.
Section 4. Conduct of Meetings
Meetings shall be conducted according to Roberts Rules of Order, newly revised except otherwise provided herein.
Section 5. Membership Record
If the Corporation has six (6) or more Members of record, the officers having charge of the Membership records of the Corporation shall make, at least ten days before each meeting of Members, a complete list of Members entitled to vote at such a meeting or any adjournment thereof. The list shall be kept on file at the registered office of the Corporation or at the principal place of business of the Corporation, and any Member shall be entitled to inspect the list at any time during usual business hours, provided two business days prior notice of such inspection is given to the person who has physical possession of such records. The list shall be attached to the agenda and shall be produced and kept open at the time and place of the meeting, and shall be subject to the inspection of any Member at any time during the meeting.
If the requirements of the Subsection have not been complied with, then upon demand of any Member in person, the meeting shall be adjourned until the requirements are complied with. If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting.
In the event that any member organization is unable to send either their delegates or their alternate, a member of that organization may be designated as a delegate and may cast that organization’s vote for that particular meeting. Such designation shall be in writing and the temporary delegate shall present such designation at the beginning of the meeting.
During discussion of an agenda item, only delegates or alternates may speak. The presiding officer may, if he/she so chooses, call upon a non voting member or guest to speak.
Proxy votes shall not be allowed
If a Quorum is present, and unless otherwise provided by law or in the Articles of Incorporation, the affirmative vote of a majority of delegates at the meeting entitled to vote on the subject matter shall be the act of the Delegates. After a Quorum has been established at a meeting, the subsequent withdrawal of a Delegate, so as to reduce the number required for a Quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. If a Quorum is not present when a meeting starts, then a majority of the Members at the meeting may adjourn the meeting from time to time without further notice until a Quorum is present.
Section 6. Votes
Each qualified director, including officers, shall be entitled to one vote on each matter submitted to a vote at a meeting of Delegates.
ARTICLE 3. BOARD OF DELEGATES
Section 1. General Powers
Subject to the limitations of the Articles of Incorporation, these Bylaws, and the Florida Not for Profit Corporation Act (concerning corporation action that must be authorized or approved by the Delegates of the Corporation), all corporate powers shall be exercised by or under the authority of the Board of Delegates, and the management and affairs of the Corporation shall be controlled by the Board of Delegates.
ARTICLE 4. MEETINGS
Section 1. Regular Meetings
Regular meetings of the Board of Delegates shall be held the second Saturday of October, January, April and July. The place and time of such meetings shall be announced at the prior meeting. However, notice shall not be less than 30 days prior to the next meeting. If necessary, the date or place of the meeting may be changed if the Board is given sufficient notice.
Section 2. Special Meetings
Special meetings of the Board of Delegates may be called by the President or by a majority of the Executive Committee. The purpose for each Special meeting shall be stated in the notice, and may only include purposes which are lawful and proper for Delegates to consider. Such meetings shall be held at a reasonable time and place.
Section 3. Telephone Meetings
Delegates may participate in meetings of the Executive Committee by means of a conference telephone or similar communications equipment ( by which all persons participating can hear each other at the same time,) and participation of such means shall constitute presence in person at such a meeting.
Section 4. Annual Meetings
The annual meting of the Delegates of the Corporation shall be held during the October regular meeting at the time and place designated by the Board of Delegates, or by the President of the Corporation.
The purpose of the annual meeting shall include the election of officers.
Failure to hold an annual meeting timely shall in no way affect the terms of Officers or Delegates of the Corporation or the validity of actions of the Corporation.
Section 5. Notice and Waiver
Notice of any special meeting shall be given at least three days prior thereto by written notice delivered personally, by mail, or electronic means to each Delegate at his/her address. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail with postage prepaid.
Section 6. Quorum and Voting
Unless required in the Articles of Incorporation, five delegates, including two officers, appearing in person shall constitute a quorum for the transaction of business. The vote of a majority of Delegates present at a meeting (at which a quorum is present) shall constitute the action of the Board of Delegates. Updated at the December, 14, 1996 meeting.
Section 7. Presumption of Assent
A Delegate of the Corporation who is present at a meeting of the Board of Delegates (at which action on any Corporation matter is taken) shall be presumed to have assented to the action taken, unless he votes against such action or abstains from voting because of an asserted conflict of interest.
Section 8. Place of Meeting
The Board of Delegates may designate any place, either within or without the State of Florida, as the place of meeting for any meeting of Members. If no designation is made, then the place of meeting shall be the principal office of the Corporation in the State of Florida.
Section 9. Notice of Meeting
Written or printed notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered personally, or by mail, or electronic means not less than ten days, nor more than 60 days, before the date of the meeting. Notice shall be given by, or at the direction of the President or Secretary, or by the persons calling the meeting, to each Member of record entitled to vote at the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail and addressed to the Member at his/her address as it appears on the records of the Corporation, with postage thereon prepaid.
Section 10. Agenda Required; proper submission of agenda items
There shall be an agenda prepared for every meeting. Such agenda shall be transmitted to the Board of Delegates at least 24 hours in advance of any meeting. Lack of timely submission of an agenda shall not preclude the Board of Delegates from conducting a meeting.
Voting members may propose agenda items. Such items must be received no later than three days prior to the transmittal of the agenda to all Delegates.
During a meeting, Delegates may propose agenda items if such items are supported by a majority of those present. Such agenda items shall be approved prior to the approval of the agenda and shall be placed at the end of the agenda.
Section 11. Waiver of Notice
A written waive of notice signed by a Member, whether before or after a meeting, shall be equivalent to the giving of such notice. Attendance of a Member at a meeting shall constitute a waiver of notice of such meeting, except when the Member attends for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
ARTICLE 5. OFFICERS
Section 1. Officers
The Officers of this Corporation shall be a President, Vice President, Secretary, and Treasurer, each of whom shall be elected by the Board of Delegates. A Chairman of the Board, Vice President, and such other officers and assistant officers as may be deemed appropriate may be elected by the Board of Delegates from time to time. Any two or more offices may be held by the same person, except the President shall hold only that office. A failure to elect a President, Secretary , or Treasurer shall not affect the existence of the Corporation.
Section 2. Election and Term of Office
The Officers of the Corporation shall be elected annually by the Board of Delegates, at its October meeting. If the election of Officers shall not be held at such meeting, such election shall be held as soon thereafter as convenient. Each Officer shall hold office until his/her successor shall have been duly elected and shall have qualified, or until his/her death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Section 3. Removal
Any Officer may be removed from office at any time with or without cause, on the affirmative vote of a majority of the Board of Delegates whenever, in its judgment, the best interests of the Corporation will be served thereby. Removal shall be without prejudice to any contractual rights of the person removed, but election of an Officer shall not of itself create contract rights.
Section 4. Vacancies
Vacancies in offices, however occasioned, may be filled at the next meeting by election by the Board of Delegates for the unexpired terms of such offices.
Section 5. Duties
The Chairman of the Board, or the President if there is not a Chairman of the Board, shall preside at all meetings of the Board of Delegates. The President shall be the chief executive officer of the Corporation. Subject to the foregoing, the Officers of the Corporation shall have such powers and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Delegates.
Section 6. Reimbursement
Reimbursement from any Member shall be fixed from time to time by the Board of Delegates, and no Officer shall be prevented from receiving such reimbursement by reason of the fact that he is also a Delegate of the Corporation. Such expenditures must be approved by the Executive Committee.
Section 7. Delegation of Duties
In the absence or disability of the President, the Vice President shall assume those duties. IN the absence or disability of any other Officer, the Board may delegate his powers or duties to any other Officer or to any other Delegate.
ARTICLE 6. EXECUTIVE AND OTHER COMMITTEES
Section 1. Creation of Committees
Committees shall be created either by the President or the Executive Committee. The President shall appoint an Executive Committee of not less than 7 Delegates, four of whom shall be elected by the Board of Delegates and 3 shall be appointed by the President.
Section 2. Executive Committee
The Executive Committee shall consult with and advise the Officers of the Corporation in the management of its affairs, and shall have and may exercise, to the extent provided in the resolution of the Board of Delegates creating such Executive Committee, such powers of the Board of Delegates as can be lawfully delegated by the Board.
The Executive Committee shall be comprised of eleven members and shall always include the four Officers. Four members of the Executive Committee shall be elected by the Delegates. Upon selection of these four members, the President shall then appoint three additional members.
The immediate past President of the FAA also shall be a member of the Executive Committee. He/she shall serve for a one year term immediately following his/her tenure.
Five Executive Committee members shall be required to constitute a quorum. The Executive Committee shall meet on a frequent basis and shall manage the day to day actions of the Corporation.
The Executive Committee shall summarize its meetings and decisions to the Delegates during a regular or special meeting for approval by those present.
Section 3. Other Committees
The President may, from time to time, appoint committees.
Section 4. Meetings
Regular meetings of the Executive Committee and other committees may be held from time to time and at such place as determined by the Executive Committee or such other committees. Special meetings of the Executive Committee or such other committees may be called by any member thereof upon two days notice to the other Delegates of such committee, or on shorter notice as may be agreed to in writing by each of the other Members of such committee, given either personally or in the manner provided in the Bylaws pertaining to notice of Delegate meetings.
Section 5. Vacancies
A vacancy of any of the members elected by the Delegates shall be elected by a majority of the Delegates, a vacancy of any of the Members appointed by the President shall be appointed by the President.
Section 6. Quorum
At all meetings of the Executive Committee, five members shall constitute a quorum. Of those five, one must be the President or Vice President. At all meeting of other committees, a majority of the committee’s members then in office shall constitute a quorum for the transaction of business.
Section 7. Manner of Acting
The acts of a majority of the Members of the Executive Committee (or other committees) present at any meeting at which there is a quorum shall be the act of such committee.
Section 8. Votes Taken
At the annual meeting, votes shall be polled and recorded by two Delegates who have not been nominated for an office. The results given to the Executive Committee.
ARTICLE 7. BOOKS,RECORDS AND REPORTS
Section 1. Reports
A financial statement shall be prepared from and in accordance with the books of the Corporation, and in conformity with generally accepted accounting principles applied on a consistent basis.
Section 2. Inspection of Corporate Records
Any person who is a voting member of the Corporation shall have the right, for any proper purpose and at a reasonable time, and on written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes, and records of Members of the Corporation. Upon the written request of any Voting Member, the Corporation shall mail to such Member a copy of the most recent balance sheet and revenue disbursement statement.
If such a request is received by the Corporation before such financial statements are available for its last fiscal year, the Corporation shall mail such financial statements as soon as they become available. In any event, the financial statements must be mailed within four months after the close of the fiscal year.
Additionally, balance sheets, and revenue and disbursement statements shall be filed in the registered office of the Corporation in Florida, shall be kept for at least five years, and shall be subject to inspection during business hours by any Voting Member, in person or by agent.
ARTICLE 8. NONPROFIT OPERATION
The Corporation will not have or issue shares of stock. No dividends will be paid. NO part of the income or assets of the Corporation will be distributed to its Members, Delegates or Officers without full consideration. No Member of the Corporation has any vested right, interest or privilege in or to the assets, property, functions, or activities ofthe Corporation. The Corporation may contract in due course with its Members, Delegates, and Officers, without violating this provision.
ARTICLE 9. FISCAL YEAR
The fiscal year of the Corporation shall be the period selected by the Board of Delegates as the taxable year of the Corporation for federal income tax purposes.
ARTICLE 10. SEAL
The corporate seal shall bear the name of the Corporation between two concentric circles, and in the inside of the inner circle shall be the year of incorporation.
ARTICLE 11. INDEMNIFICATION
The Corporation shall indemnify each Officer and Delegate, including former Officers and Delegates, to the full extent permitted by the Florida General Corporation Act and the Florida Not for Profit Corporation Act.
ARTICLE 12. AMENDMENTS
These Bylaws may be altered, amended, or replaced and new Bylaws may be adopted by the Delegates. However, any Bylaws or amendments thereto as adopted by the Board of Delegates, may be altered, amended or repealed by a vote of the Delegates. A Bylaw in lieu thereof may be adopted, altered, or repealed by such a vote of the or by a vote of the Board of Delegates.
These Bylaws may be amended by a vote of Delegates present at a meeting called for such action. Proposed amendments to these Bylaws shall be made available to delegates and alternates at least 30 days in advance of such vote.
Amendments made during the course of the meeting which has been called to vote on amendments shall cause that section of the Bylaws to be set aside for an additional 30 days before an official vote can be taken on that subsequently amended section. Unless approved by a 2/3 majority vote of those present at the subsequent meeting called to consider an amendment to a proposed amendment, such amendments to that proposed amendment shall be deemed null and void.
ARTICLE 13. DISSOLUTION CLAUSE
A. The Executive Committee of the Florida Airboat Association, Inc. shall have the power and the authority to bring about the dissolution of the Association. In the event of dissolution by the act of the Executive Committee, the Association shall pay and provide for the payment of all debts of the Florida Airboat Association, Inc. including any expense of dissolution. They shall then distribute all the rest and residue of the assets of the Association to such other organizations in consistence with the purposes of the Florida Airboat Association, Inc., as shall be designated by the then existing Executive Committee.
B. The Florida Airboat Association, Inc. may only be dissolved with authorization by it’s Executive Committee given at a special meeting called for that purpose and with subsequent approval by a two-thirds (2/3) vote of the active members. Upon dissolution of the Florida Airboat Association, Inc., all remaining assets of the Florida Airboat Association, Inc. after payment in full of all debts, obligations and necessary final expenses, shall be distributed to such other organizations consistent with the purposes of the Florida Airboat Association, Inc. as shall be chosen by the then existing Executive Committee.