BYLAWS OF ALUMINUM ASSOCIATION OF FLORIDA, INC.
(A FLORIDA NONPROFIT CORPORATION)
(Ratified at the August 2015 State Board Meeting)
ARTICLE 1: MISSION STATEMENT
To inform, educate, organize and represent the interests of contractors and their manufacturers, distributors and associated professionals engaged in the aluminum construction industry and its related businesses, including but not limited to profitable and ethical business practices, building codes, legislation, and the technical knowledge base. The AAF actively supports the evolution of our industry through member involvement.
ARTICLE 2: OFFICES
The principal office of the Corporation (Association) shall be in the State of Florida. The Corporation shall designate a registered office in accordance with Florida Law. The Corporation may have offices in such other places within and without the State of Florida as the Board of Directors may from time to time determine.
ARTICLE 3: MEMBERS
Section 3.1: Minimum Qualifications. A proposed Member must be a person over the age of eighteen (18) years.
Section 3.2: Manner of Admission. Unless specified otherwise herein, applicants for membership must meet the requirements set forth by the Board of Directors.
Section 3.3: Membership Classes. There shall be two classes of Members — Voting Members and Non-voting Members. Voting Members shall have all the rights and privileges of Members of the Corporation. Non-voting Members shall have such rights and privileges as are specifically set forth in these By-laws but in no event shall Non-voting Members have the right to vote, except under Article 6 (UMDA).
184.108.40.206 Contractor Member: A Contractor Member is a person or entity duly licensed to do construction contracting in the jurisdiction(s) in which such person or entity conducts business; and, does a majority of gross sales performing contracting services. Enforcement and/or interpretation of this provision shall be provided by the Membership Committee.
220.127.116.11(a) Membership Licensing Requirements. Association Membership requirements shall not supersede County or Municipality requirements as long as the Member is properly licensed in that County or Municipality.
18.104.22.168(b) Membership Jurisdiction. A Contractor can apply for Membership in any Chapter provided he/she first maintains Membership in that Chapter having jurisdiction over the location of the member’s primary business location.
22.214.171.124(c) Qualified Contractor Member.
3.3.1: Voting Members. A Voting Member, must be a Contractor Member, as the term Contractor Member is defined herein, and meet all other requirements established by the Board of Directors.
(1) A Qualified Contractor Member must be an Owner or Agent of a home improvement company.
(2) A notarized letter from the license holder, attesting to the Qualification, must accompany the Application and be renewed each year.
(3) A Qualified Contractor Member must meet all other requirements of the Chapter.
(4) The Qualifier (License Holder) cannot be a Voting Member of the same Chapter as the Qualified Contractor.
(5) The Qualifier can only qualify one (1) Member per Chapter.
(6) A qualified contractor or qualifier may serve on the board of directors while another member of the same firm serves on the board of directors of a local chapter. However the local chapter board member becomes a non-voting member while the other member serves on the state board.
126.96.36.199(d) Contractor with Multiple Branch Office Locations.
(1) Definition of Branch Office: A Branch Office is a subsidiary of a construction contractor having a physical location with a street address, telephone, at least one full time employee and engaged in soliciting and installing aluminum and allied home improvements products.
(2) Before any Representative of a Branch Office can be considered for Membership, the Contractor must first apply for Membership in the Chapter having jurisdiction over the principle location of the Contractor’s business.
(3) If a Branch Office Manager or Agent seeks Membership in a Chapter as a qualified Contractor, that Manager or Agent must meet any and all other requirements established by the Chapters Board of Directors. A Membership Application, not approved, must be documented and kept on file by the Chapter Secretary with copies to the Association Office and the principle location of the Branch Manager or Agent.
(4) A Branch Office Manager or Agent qualified by the license holder of the company, shall become a Qualified Contractor Member in the Chapter and be entitled to all the rights and privileges of Voting Members in the Chapter.
(5) The Branch Office Manager or Agent as a Qualified Contractor Member will pay full Membership Fees as a Voting Member of the Chapter.
(6) The Chapter must pay Association Membership Fees for all Voting Members and Local Supplier Members of a Chapter.
(7) A Branch Office Manager or Agent who is a Qualified Contractor Member of a Chapter can be elected a Chapter Director, Officer or agent to the Association Board of Directors.
(8) Only Members of an Association can enjoy the benefits of Membership. If a Branch Office Manager chooses not to join a Chapter as a Member, that Branch Office cannot advertise, use the AAF logo or claim affiliation with the AAF even though the Contractor is a Member of the AAF in another location.
(9) In no event shall a multiple location business have more than one person serving on the (state) Board of Directors.
188.8.131.52(e) Direct Contractor Members.
(1) When there is no existing Chapter in the County or immediate area where an Applicant works or has a place of business, the applicant can be accepted as a “Direct Contractor Member”.
(2) A Direct Contractor Member Applicant must be a Contractor Member duly licensed to practice contracting within his jurisdiction and meet all other requirements by the Board of Directors.
(3) The Association Office will contact the Licensing Board listed in the Application to verify the information.
(4) Membership dues of the Direct Contractor Member will be retained by the State Treasury.
(5) When there are five (5) Direct Contractor Members in a local area, a Chapter must be formed.
(6) If a Chapter is formed in the same fiscal year the Membership reaches five (5), the dues for that year will be returned to the new Chapter, less normal and customary state fees.
184.108.40.206 UMDA Member (acronym for United Manufacturers & Distributors Alliance hereinafter referred to as UMDA).An UMDA Member must be a business which manufactures, distributes, or sells products or services to or for the industry, and must meet any and all other requirements established by the Board of Directors.
220.127.116.11 Non-voting Members. All other Members shall be Non-voting. The following are classes of Non-voting Members:
18.104.22.168(a) Professional Member. A Professional Member must be a professionally licensed individual or entity (under Florida Statutes) who performs professional services for the construction contracting industry, excluding contractors and building department employees.
22.214.171.124(b) Local Material Supplier Member. A Local Material Supplier Member, must own or be employed by a business which manufactures, distributes or sells products or services to or for the industry in a local area only and must meet any and all other requirements established by the Board of Directors.
126.96.36.199(c) Affiliate Member. An Affiliate Member must be an Affiliate Member of a Chapter and must be an Employee, Salesman, Officer, Partner, Manager or other representative of a past or present Member or be a past Member not actively engaged in the aluminum industry and must meet any and all other requirements established by the Board of Directors.
188.8.131.52(d) Government Member. A Government Member must be a Governmental Employee (e.g. building official, inspector, plans examiner) and must meet any and all other requirements established by the Board of Directors.
184.108.40.206(e) Associate Member. An Associate Member is a person or entity who furnishes goods not for resale, or services to the construction contracting industry.
220.127.116.11(f) Honorary Member. The Board of Directors may grant Honorary Membership in the Association at its discretion from time to time.
Section 3.4: CODE OF ETHICS
Members agree to adhere to the AAF Code of Ethics as listed below.
- Promote respect by actions which reflect favorably upon our industry and my company.
- Design and build according to good engineering practices.
- Maintain all applicable licenses and insurance.
- Contribute to the public health, safety, and welfare by complying with all applicable building codes, ordinances, and regulations.
- Truthfully represent only bona fide products and services.
- Fulfill completely contractual and moral obligations, keeping my agreements in letter and spirit.
- Affirm and encourage the American free enterprise system in our industry.
- Conduct business in a professional manner, never demeaning the actions of others.
- Use of the name and logo of the association as a means of showing my affiliation with AAF is a privilege of membership.
- I agree that if my membership is terminated, I will immediately cease and desist all such usage and forfeit remaining dues. (No refund of dues will be given.)
ARTICLE 4: GENERAL MEMBERSHIP MEETINGS
Section 4.1: Annual Meetings. The Annual Convention shall be the Annual Meeting of Members. The purpose of the Annual Meeting of Members is to transact such matters, if any, as may properly come before the Members. The Annual Meeting of the Members of the Association shall be held at the time and place designated by the [state] Board of Directors. The Annual Meeting of Members for any year shall be held no later than thirteen (13) months after the last Annual Meeting of Members. However, failure to hold an Annual Meeting in a reasonable time shall no way effect the terms of Officers or Directors of the Association or the validity of actions of the Association.
Section 4.2: Special Meetings. Special Meetings of Members may be called by the President, by a majority of the Board of Directors then in office, or by at least one-fourth (1/4) of all voting Members of the Association. The purpose of each Special Meeting shall be stated in a notice (See Section 7??) and may only include purposes which are lawful and proper for Members to consider.
Section 4.3: Place of Meeting. The Board of Directors shall designate any place, either within or out of the State of Florida, as the place of Meeting for any Meeting of Members. If no designation is made, then the place of the Meeting shall be the principle office of the Association in the State of Florida.
Section 4.4: 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 electronically, personally or by first class mail not less than ten (10) days; not more than sixty (60) days before the date of the Meeting. If the notice is mailed at least thirty (30) days before the date of the Meeting, it may be done by a class of United States Mail other than first class. Notice shall be given calling the Meeting to each Member of record entitled to vote at the Meeting. If mailed, such Notice shall be deemed to have been delivered when deposited in the United States Mail addressed to the Member at his address as it appears on the records of the Association with postage thereon prepaid.
Section 4.5: Waiver of Notice. A Waiver 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.
Section 4.6: Action Without Meeting. Any Action of the Members may be taken without a meeting, without prior notice and without a vote, if consent in writing setting forth the Action so taken is signed by a majority of such Members of the Association. Within ten (10) days after obtaining such authorization by written consent, notice must be given to those Members who have not consented in writing. The notification shall fairly summarize the material features of the action taken.
Section 4.7: Member Quorum and Voting. Unless otherwise required in the Articles of Incorporation, one third (1/3) of the Voting Members appearing in person or by proxy shall constitute a Quorum at a Meeting of Members. If a Quorum is present, unless otherwise provided by law or in the Articles of Incorporation, the affirmative vote of a majority of the Members at the meeting entitled to vote on the subject matter shall be the act of the Members. After a Quorum has been established at a Members meeting, the subsequent withdrawal of Members, so as to reduce the number of members entitled to vote at the meeting below 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 4.8: Votes. Each Voting Member shall be entitled to an equal vote on each matter submitted to a vote at a meeting of Members.
Section 4.9: Proxies. Every Member entitled to vote at a meeting of Members or to express consent or dissent without a meeting may authorize another person to act in his/her behalf by Proxy. Every Proxy shall be in writing and shall be signed by the Member or his/her otherwise duly authorized attorney-in-fact. No Proxy shall be valid after the expiration of eleven (11) months the date thereof unless otherwise provided in the Proxy. Every Proxy shall be revocable at the pleasure of the Member executing it, except as otherwise provided by law.
ARTICLE 5: CHAPTERS
Section 5.1: Chapters. Chapters may vary in size, number, location and membership. Chapters that have duly registered in accordance with normal and customary procedures by December 15th of their membership year will be considered a Chapter for the succeeding year. New Chapters may be admitted anytime in accordance with other sections of these by-laws.
Section 5.2: Admission of Additional Member Chapters. Any Florida Corporation may apply to the Association to become a Chapter by submitting it proposed Articles of Incorporation and by-laws in the model form approved by the Board of Directors of this Association and such additional information as is requested. The application shall be considered by the Board of Directors and shall be approved, if at all, by a majority vote of the Directors at the meeting.
Section 5.3: Incorporation. Each Chapter shall be a Corporation under Florida Law. Each Chapter’s name shall consist of the name “Aluminum Association of Florida” followed by the name of the Member Chapter and following by the word “Inc.”. No Chapter shall amend its Articles of Incorporation or by-laws without the prior written approval of the Board of Directors of this Association.
Section 5.4: Tax Return. Each Chapter shall file its own tax returns as required by the Internal Revenue Service.
Section 5.5: Not Liable for Debts. This Corporation shall not be Liable for any of the Debts or Obligations of the Chapters. The Chapters are separate and independent Corporations. No member Chapter shall contract for products or services beyond its ability to fund payment out of its own Chapter funds.
Section 5.6: Rules and Policies. The Board of Directors of this Corporation may establish Rules and Policies governing the Chapters, and they must be in writing and available to all members upon demand from the State Secretary.
Section 5.7: Revocation of Approval. At any time after giving a Chapter written notice and a reasonable opportunity to be heard, the Board of Directors of this Corporation may, by a 2/3 majority vote of the Board of Directors, revoke the Membership of the Chapter for cause and may also direct that the Member Chapter Corporation be dissolved. “Cause” shall include but not be limited to failure to pay dues or assessments, failure to follow rules or policies, failure to comply with the Member Chapter’s Articles of Incorporation or by-laws, failure to comply with these by-laws, or a violation of any law.
Section 5.8: Chapter Dissent. No Member may represent any chapter of this association to any and all governmental bodies or agencies in a manner contrary to the wishes and/or decisions of the State Board of Directors nor shall any Association Member, other than representing themselves and rendering a personal opinion, act, speak, and/or write as though he is representing the Association, or one of its member chapters, without having the express written consent from the State Board of Directors.
Section 5.9 Marketing. No member shall market goods or services including but not limited to warranties, inspections, and installations as being sanctioned by the Aluminum Association of Florida without receiving prior written approval of the board of directors. Failure to comply with this or any aforementioned rules and regulations may result in suspension and or termination of membership.
ARTICLE 6: United Manufacturers & Distributors Alliance (UMDA)
Section 6.1: Status and Membership. UMDA shall be operated as a standing committee except that it shall have voting rights comparable to a member chapter. Its Membership shall consist of Member Companies that Manufacture, Distribute or Sell Products or Services to or for the Industry and who meet any and all other requirements established by UMDA that would not be in conflict with the by-laws.
Section 6.2: Voting. Each Company shall have one (1) representative with one (1) vote in UMDA. During the last quarter of each year, the UMDA shall meet to elect a Chairperson, who shall be a Director of the Association’s Board of Directors and two (2) other Members who shall also be Directors of the Association.
Section 6.3: Dues. UMDA Dues shall be determined by UMDA and the Executive Committee. These Dues will be paid directly to the Association.
ARTICLE 7: DUES
Section 7.1: Establishment of Dues. Membership dues and administrative fees, if any, for all Member Chapters and Direct Contractor Members, and other membership categories shall be established by the Board of Directors after review and recommendations of the Executive Committee. Membership dues and administrative fees, if any, for all Members of UMDA shall be established by the Board of Directors after review and recommendation of the Executive Committee and UMDA. The Board of Directors may assess funds from Member Chapters, Direct Contractor Members and Members of UMDA in addition to the annual dues if it determines the assessment is in the best interest of the Association and it is done in accordance with these by-laws.
Section 7.2: Payment of Dues. Membership dues and administrative fees, if any, shall be paid to the Association prior to acceptance of new Member Chapters, Members at Large and/or Members of UMDA. Annual Membership Dues of Member Chapters, Direct Contractor Member and/or Members of UMDA shall be paid to the Association on or before the fifteenth of December of the year prior to the membership year. Unless specifically established otherwise by Aluminum Association of Florida Policy and Procedures, a membership year shall coincide with the calendar year.
Section 7.3: Termination of Member. The Board of Directors may terminate the Membership of any Member if dues are not paid within thirty (30) days after they are due. The Association shall attempt to notify such Member of the Termination by sending a notice of Termination to his/her address as it appears in the Membership records of the Association.
ARTICLE 8: BOARD OF DIRECTORS
Section 8.1: General Powers. Subject to the limitations of the Articles of Incorporation, these by-laws, and the Florida Not for Profit Corporation Act concerning Association action that must be authorized or approved by the Members, all Association powers and all Legislative functions shall be exercised by or under the authority of the Board of Directors, and the management and affairs of the Association shall be controlled by the Board of Directors.
Section 8.2: Number, Qualification, Election and Tenure. The number of Directors shall be the number of Directors elected from time to time in accordance with these by-laws, but shall never be fewer than five (5). The number of Directors may be increased or decreased from time to time by election in accordance with these by-laws. The Directors must be Voting Members of this Association, but need not be residents of Florida.
8.2.1: Each Chapter shall hold a meeting on or before November of each year at which it shall elect three (3) persons to serve as its Directors on the Board of Directors.
8.2.2: The Chapter may be allowed to recall any Director they have appointed to the State Board. If that Director is an Officer, the Chapter may replace that Directorship and the State Board will replace that Officer position.
8.2.3: UMDA shall also hold a meeting in the last quarter of each year at which it shall elect from among its Members three (3) persons to serve as its Directors (and three alternate Directors) on the Board of Directors, one of which Directors must be the Chairperson of UMDA.
8.2.4: An UMDA member may not hold any elected state office.
8.2.5: Each Director shall hold office for one (1) year, or until his/her successor shall have been duly elected.
8.2.6: The immediate Past President shall be a Member of the Board of Directors.
Section 8.3: Annual Meetings. The Board of Directors shall hold its Annual Meeting before the Annual Convention in each calendar year. The Annual Meeting shall be for the purpose of the election of Officers and the transaction of such other business as may come before the Meeting. Notice of the Annual Meeting of the Board of Directors need not be given to the general membership.
Section 8.4: Regular Meetings. Regular Meetings of the Board of Directors shall be held at least quarterly and may be held without notice to the general membership at such a time and at such a place as shall be determined from time to time by the Board of Directors. Notice of any regular meeting shall be given at least twenty (20) days prior to the meeting and shall be by written Notice delivered personally, electronically (email or fax), or by USPS mail to each Director.
Section 8.5: Special Meetings. Special Meetings of the Board of Directors may be called by the President or any seven (7) Directors. The person or persons authorized to call Special Meetings of the Board of Directors may find a reasonable time and place for them.
Section 8.6: Telephone Meetings. Directors may participate in meetings of the Board of Directors 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 by such means constitutes presence in person at such a meeting.
Section 8.7: Action Without. Any action of the Board of Directors may be taken without a meeting if consent in writing setting forth the Action so taken signed by all of the Directors is filed in the minutes of the Board of Directors. Such consent shall have the same effect as a unanimous vote.
Section 8.8: Notice and Waiver. Notice of any special meeting shall be given at least ten (10) days prior to the meeting and shall be by written Notice delivered personally, electronically (fax or email), or by USPS mail to each Director. If mailed, such Notice shall be deemed to be delivered when deposited in the United States Mail with postage prepaid. Any Director may waive notice of any meeting, either before, at, or after such meeting by signing a Waiver of Notice. The attendance of a Director at a meeting shall constitute a Waiver of Notice of such meeting and a Waiver of any and all objections to the place of such meeting or the manner in which it has been called or convened, except when a Director states at the beginning of the meeting any objection to the transaction of business because the meeting is not lawfully called or convened.
Section 8.9: Quorum and Voting. After formal notification has been given, the Directors appearing in person, or a minimum of ten (10) directors, whichever is greater, shall constitute a quorum for the transaction of business. Past Presidents that are not Directors shall not be counted in determining a quorum. After a quorum has been established, the subsequent withdrawal of Directors reducing the number of Directors entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof. The vote of a majority of Directors present at a meeting, unless otherwise specifically required by these by-laws, at which a quorum has been established, shall constitute the action of the Board of Directors. If less than a quorum is present, then a majority of these Directors present may adjourn the meeting from time to time without notice until a quorum is present.
8.9.1: Proxies. Each Director entitled to vote at a Board of Directors Meeting may authorize another person to act by Proxy and to express consent or dissent. Each Proxy shall be in writing and shall be signed by the Director or otherwise duly authorized attorney-in-fact. Each Proxy shall be limited to a one (1) month duration. Every Proxy shall be revocable at the pleasure of the Director executing it, except as otherwise provided by law. No Director may hold the proxy of another or otherwise be entitled to cast more than one vote. The Director assigning a proxy shall notify the state office by the close of business two (2) days prior to the state board meeting, and such notification must include the name of the appointed representative (proxy) authorized to vote.
8.9.2: President’s Voting Privileges. The President, as Chief Executive Officer of this Association, casts a vote only when action taken by the Board results in a tie vote or if the vote is by written ballot.
8.9.3: Immediate Past President Voting Privileges. The immediate Past President is a Member of the Board of Directors by virtue of having held the office of President, and retains all the privileges of a Member of the Board, but none of the obligations for Membership such as having to be elected by the Chapter as a Director of this Association. Therefore, he or she has the right to vote. The Chapter is permitted to have three (3) Directors in addition to the Immediate Past President.
Section 8.10: Vacancies. Any vacancy occurring in the Board of Directors may be filled by appointment by the President of the Member Chapter, and such Appointee shall serve until the election of a replacement Director by the Board of Directors of the Member Chapter.
Section 8.11: Removal. Any Director may be removed from office, with or without cause, by vote of a 2/3 majority of the Board of Directors of the Directors present at a duly called meeting of said Board. Another Director may be elected by and from the Chapter’s Board of Directors for the unexpired term of the Director removed from office. If the Chapter fails to fill the unexpired term of a removed Director, then the vacancy shall be filled in accordance with provisions in these By-laws for vacancies.
Section 8.12: Presumption of Assent. A Director of the Association who is present at a meeting of the Board of Directors at which action on any Association matter is taken shall be presumed to have Assented to the action taken unless he/she votes such action or abstains from voting because of an asserted conflict in interest.
ARTICLE 9: OFFICERS
Section 9.1: Officers. The Officers of this Association shall be a President, First Vice President, Second Vice President, Secretary and Treasurer, each of whom shall be elected by the Members. Any two (2) or more offices may be held by the same person. A failure to elect any Officer shall not affect the existence of the Association. All Officers must be Directors of the Association. Only voting members shall hold elected Office.
Section 9.2: Election and Term of Office. The Officers and Directors of the Association shall be elected annually by secret ballot, by majority vote of the Directors present at the Annual Meeting of the Board of Directors, from candidates nominated by the Nominating Committee and from candidates nominated at the meeting. In the event only one (1) person is nominated for an Office, the election shall be by voice vote. The elected Officers shall be installed at the Annual Convention. They shall assume their duties on January 1st of each year. Each Officer shall hold office for one (1) year or until a successor shall have been duly elected and qualified, or until death, or until he/she shall resign or shall have been removed in the manner hereinafter provided.
Section 9.3: Removal. Any officer may be removed from office at any time, with or without cause, on the affirmative 2/3 vote of a majority of the Members of the Board of Directors, whenever, in their judgment, the best interests of the Association will be served thereby. Removal shall be without prejudice to any contract rights of the person so removed, but election of an Officer shall not of itself create contract rights.
Section 9.4: Vacancies. Vacancies in Officers, however occasioned, shall be filled by election by the Board of Directors at a special meeting or at the next regular meeting of the Board of Directors for the unexpired terms of such Officers.
Section 9.5: Duties. The Officers 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 By-laws, or as may be assigned to them from time to time by the Board of Directors, including but not limited to:
18.104.22.168 Serve as Chairperson and preside at Board of Directors meetings and Executive Committee meetings
22.214.171.124 Act as the Chief Executive Officer
126.96.36.199 Ad hoc member of all standing committees
9.5.2: First Vice President.
188.8.131.52 In the absence of the President, serve as Chairperson and preside at Board of Directors meetings and Executive Committee meetings.
184.108.40.206 Serve on the Executive Committee
9.5.3: Second Vice President. Serve on the Executive Committee and likewise serve as a committee chairperson at the pleasure of the President.
220.127.116.11 Act as the Chief Financial Officer
18.104.22.168 Manage the association’s day to day financial transactions
22.214.171.124 Prepare timely financial reports for review by the Officers and Board of Directors
126.96.36.199 Serve on the Executive Committee
188.8.131.52 Call the role at meetings of the Board of Directors
184.108.40.206 Present the minutes of the previous Board of Directors’ meeting
220.127.116.11 Serve as the custodian of the records of the association.
18.104.22.168 Serve on the Executive Committee
Section 9.6: Salaries. The Salaries of the Officers shall be fixed from time to time by the Board of Directors, and no Officer shall be prevented from receiving such Salary by reason of the fact that he/she is also a Director of the Association.
Section 9.7: Delegation of Duties. In the absence or disability of any Officer of the Association or for any other reason deemed sufficient by the Board of Directors, the Board or President may delegate his/her powers or duties to any other Officer or Director.
Section 9.8: Executive Administrator. The Board of Directors may hire an Executive Administrator to have general supervision over the activities and operations of the Association subject to the authority of the Officers and Board of Directors of the Association and subject to supervision by the President. The Executive Administrator may not be a Member or Director of the Association, nor shall the Executive Administrator hold a (voting) proxy. The compensation of the Executive Administrator must be approved by the Board of Directors. The performance of the Executive Administrator will be reviewed annually by the Executive Administration Review Committee.
ARTICLE 10: EXECUTIVE AND OTHER COMMITTEES
Section 10.1: Standing Committees. Standing Committees may be established by the President and/or the Board of Directors at or following the Annual Installation of the President, to serve for one (1) year. The President, at the first presiding board meeting, must declare to the board, a list of Standing Committees. Other committees may be established from time to time by the President or the Board of Directors. The President shall be a member of all committees. The Committee Chair shall report to the Board of Directors actions of the committee relevant to the board and the industry.
Section 10.2: Nominating Committee. The Nominating Committee shall consist of the Presidents of all of the Member Chapters The President of this Association shall appoint the Chairperson of the Nominating Committee at least thirty (30) days before the election of Officers. The Nominating Committee shall nominate at least one Candidate for each office.
Section 10.3: Executive Committee. The Executive Committee shall be composed of all of the association officers and standing committee chairpersons, and, each chapter not otherwise represented shall be entitled to one representative. The Executive Committee shall serve as an advisory and an interim management group to the Board of Directors and shall exercise powers as delegated by the Board of Directors. After formal notification has been given, the Executive Committee members appearing in person, or a minimum of five (5) members, whichever is greater, shall constitute a quorum for the transaction of business.
Section 10.4: Committee Chairpersons. The President shall appoint all Committee Chairpersons. The President may, with or without cause, revoke any such appointments at will and make new appointments.
ARTICLE 11: POLICIES & PROCEDURES (a.k.a. Standing Rules)
Section 11.1: Establishing Policies and Procedures. The Board of Directors shall expressly delegate to the Executive Committee the authority and duty to establish AAF policies and procedures. Once established, AAF policies & procedures shall be published and be available for review by all members.
Section 11.2: Board of Directors Oversight. The Board of Directors shall have the authority to remove any of the Policies and Procedures by a simple majority vote. The Board of Directors may not create, establish, alter, amend or supplement any of the Policies and Procedures, that power lies explicitly with the Executive Committee.
ARTICLE 12: BOOKS, RECORDS AND REPORTS
Section 12.1: Minutes, Books & Records. The Association shall keep correct and complete Minutes of the proceedings of its Members, Board of Directors, and Committee Chairpersons shall keep correct and complete books and records of account, and shall keep a Membership Book containing the name and address of each Member, including Nonvoting Members.
Section 12.2: Report to Members. The Association will make available an Annual Financial Report to the Members of the Association not later than four (4) months after the close of each fiscal year. Such Report shall include Balance Sheet as of the close of the fiscal year, a revenue and disbursement statement for the year ending on such closing date, and appropriate tax returns as required by law. Such Financial Statements shall be prepared in conformity with generally accepted accounting principles applied on a consistent basis.
Section 12.3: Inspection of Corporate Records. Any Voting Member of the Association shall have the right, for any proper purposes and at any reasonable time, upon written demand stating the purpose thereof, to examine and make copies from the relevant books and records of accounts, minutes and records of Members. Upon the written request of any Voting Member, the Association shall provide to such Member access to the most recent Balance Sheet and Revenue and Disbursement Statement. If such request is received before such Financial Statements are available for its last fiscal year, the Association shall provide access to such Financial Statements as soon as they become available. In any event, the Financial Statements must be made available within four (4) months after the close of the last fiscal year. Additionally, Balance Sheets and Revenue and Disbursement Statements shall be filed in the Registered Association Office in Florida, shall be kept for at least one (1) year and shall be subject to inspection during business hours by a Voting Member, in person or by Agent.
ARTICLE 13: NOT-FOR-PROFIT OPERATION
The Association Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Association will be distributed to its Members, Directors, or Officers without full consideration. No Member of the Association has any vested right, interest or privilege in or to the assets, property, functions or activities of the Association. The Association may contract in due course with its Members, Directors and Officers without violating this provision.
ARTICLE 14: FISCAL YEAR
The Fiscal Year of the Association shall be the period selected by the Board of Directors as the taxable year of the Association for Federal Income Tax purposes.
ARTICLE 15: SEAL
The Corporate Seal of the Association shall bear the name of the Association between two (2) concentric circles and in the inside of the inner circle shall be year of Incorporation. The Corporation Seal in the Association may be an engraved, printed, stamped or impression seal.
ARTICLE 16: INDEMNIFICATION
The Association shall indemnify each Officer and Director, including former Officers and Directors, to the full extent permitted by the Florida General Corporation Action and the Florida Not for Profit Corporation Act.
ARTICLE 17: AMENDMENTS
These by-laws may be Altered, Amended or Repealed and new by-laws may be adopted by the Board of Directors at any meeting, provided, however, that notice of the proposed action shall have been given to all Directors as if the meeting were a special meeting of the Board of Directors. Nevertheless, any by-laws or Amendments thereto as adopted by the Board of Directors may be Altered, Amended or Repealed by the Members or a new by-law in lieu thereof may be adopted by the Members, provided, however, that notice of the proposed action shall have been given to the Members as if the meeting were a special meeting of Members. No by-law, which has been Altered, Amended, Repealed or Adopted by the Members, may be Altered, Amended or Repealed by the Board of Directors for a period of one (1) year after the adoption of the Members.
ARTICLE 18: PARLIAMENTARY PROCEDURE
The current edition of Roberts Rules of Order (Newly Revised) shall apply to meetings of Voting Members to the extent that such rules are consistent with these By-laws and with the Rules and Policies of the Board of Directors.
ARTICLE 19: INTERRUPTION OF MEMBERSHIP
Section 19.1: Membership suspension. Members suspected or found to be in violation of the AAF Bylaws or Code of Ethics or any state or local building codes may be placed on suspension while an investigation ensues. This individual or any member of their organization may not attend local or state meetings during this process unless otherwise notified or requested to do so. Voting privileges will also be revoked until investigation is completed. This member must be notified of such suspension in writing to his/hers address as stated in membership records.
Section 19.2: Membership Termination. Membership may be terminated for violations of the bylaws or not acting in accordance with the code of ethics. This act shall be executed through a vote at a special meeting (see 4.2) or any regularly scheduled state board meeting.
STANDING RULES (POLICIES & PROCEDURES)
Proper meeting notification: Notification of upcoming Board of Directors meetings and their agendas may be given to Directors and/or members by facsimile (fax) transmission, email, USPS first class mail or by publication on the association’s website (aaof.org), 21 or more days in advance of the meeting. The notification must include the time and place of the meeting. Notification to Directors and/or members of committee meetings (other than Board of Directors meetings) need not be given.
Item voting at a Board of Directors meeting: A motion made at any Board of Directors meeting may be decided by a simple majority vote at that meeting subject to the rules of parliamentary procedure in accordance with the bylaws.
Membership Application Processing.
(1) A copy of the completed Membership Application with payment in the amount of the current Association dues must be sent immediately to the Association Office. The Chapter will proceed with its normal background investigation.
(2) If no adverse documented information is found, the applicant will be considered acceptable for membership.
(3) The association office will immediately send the chapter secretary a copy of the membership application with the approving signature of the state president.
(4) If the applicant is denied membership with or without cause the association will return said fees.
(5) The Association Office shall immediately notify the local Chapter should adverse, documented information be received concerning the Applicant.
(6) The Chapter shall immediately notify the Association Office should adverse, documented information be discovered during its normal background investigation.
(7) Documentation of an adverse nature will be kept on file at the Association Office.
MEMBERSHIP CERTIFICATES (Form and Issuance): Members of the Association may be issued Membership Certificates, signed by the President or Vice President, and by the Secretary or an Assistant Secretary. The Membership Certificate itself shall convey no rights or privileges, but shall only be for identification. Each Membership Certificate shall state the following information:
· The Name of the Association.
· That the Association is organized under the laws of the State of Florida.
· The name of the person to whom issued.
· The Class of Membership.