BYLAWS of the
FLORIDA ASSOCIATION OF CENTERS FOR INDEPENDENT LIVING, INC. (FACIL)
Revisions of 8/2008
BYLAWS of the
FLORIDA ASSOCIATION OF CENTERS FOR INDEPENDENT LIVING, INC. (FACIL)
Revisions of 8-14-08
ARTICLE I - DEFINITIONS
Section 1. The Corporation
As used herein the term “the Corporation” or “FACIL” shall mean the entity incorporated under the laws of the State of Florida as FLORIDA ASSOCIATION OF CENTERS FOR INDEPENDENT LIVING, INC.
Section 2. The Board
As used herein the term “the Board” shall mean the board of directors of the corporation.
Section 3. Member(s)
As used herein the term “Member(s)” shall mean a (the) Member(s) of the corporation who is (are) qualified to vote. (See Article II, Section 2)
Section 4. Membership Roll
As used herein the term “Membership Roll” shall mean the official listing of all Members of the corporation.
Section 5. Center(s)
As used herein the term “Center(s)” shall mean any CIL as described in Title VII of the Rehabilitation Act, established and operating as a non-profit corporation, within the State of Florida.
Section 5b. Florida Network of Centers
As used herein the term “Network of Centers” shall mean all Centers for Independent Living, operating according to Section 5 in these bylaws, in Florida.
Section 6. SILC
As used herein the term “SILC” shall mean the State Independent Living Council or the Florida Independent Living Council.
ARTICLE II - MEMBERSHIP
Section 1. Qualification
Any Center meeting the definition described in Article 1, (5) and whose controlling body formally adopts a position, which states that the Center is in agreement with and supports the purposes and objectives of FACIL may apply for membership in the FACIL.
Section 2. Application and Approval
Non-FACIL members wishing to join FACIL must receive a 51% vote of approval of the FACIL Board.
Section 3. Dues
The membership dues shall be established annually by the Board. The dues structure will be sent to the Members with the proposed budget 15 days prior to the annual meeting. Dues shall be paid on an annual basis and payment should be received by July 31st. New members will pay dues on a pro-rated basis.
Section 4. Revocation
A. Automatic. Membership shall be automatically revoked for non-payment of dues, with thirty (30) days notice that membership is to expire; i.e. July 31st, dues are not paid – notice is sent, dated August 3rd, thus September 3rd, the following month, will be the date that the membership expires if payment is not made within this thirty-day notice period. Notice shall be sent by U.S. Mail/Return Receipt Requested. A Member may request, in writing, to the executive committee to grant an extension or, in the alternative, request the Board to grant a waiver of dues. Any revocation under this provision will be stayed until such time as a decision on the extension or waiver is rendered.
B. For Cause. The Board may revoke membership with or without cause by a ¾ vote of the full board. Notice of any contemplated action of revocation for cause must be given to the Member at least seven (7) days prior to the meeting date at which such action shall be considered. Said notice must also state the cause.
C. Appeal. A Member may appeal a revocation action of the Board by submitting an appeal to the Secretary. Said appeal shall be made to the Board and be placed on the agenda at the next regular meeting of the corporation.
Section 5. Resignation
A Member may resign membership by submitting a resignation, authorized by the Center’s Board of Directors in writing and directed to the FACIL Board. The resignation shall be effective as of the date stated in the resignation or, in the absence of a date, upon the acceptance by the Board at the next regular meeting in a year.
ARTICLE III - BOARD OF DIRECTORS
Section 1. Composition
The routine administrative and policy making functions of FACIL shall be entrusted to and carried out by a Board of Directors which shall be comprised in accordance with of the Articles of Incorporation which is stated as follows:
The Board of Directors shall be comprised of the Executive Directors of the member Centers for Independent Living in Florida.
Section 2. Number of Directors
In recognition of the directive of paragraph 2 of Article V of the Articles of Incorporation, the number of Board Members shall be the same as the number of Members.
Section 3. Interim Vacancies
A designated representative, if other than the Executive Director may fill vacancies that occur on the Board.
Section 4. Responsibilities and Duties
A. Responsibilities. The Board shall be responsible for: overseeing and directing the management of the operations and affairs of the corporation: the establishment of policies and procedures, and the safekeeping, maintenance and use of its assets. The Board employs the Executive Director, to whom it delegates responsibility for day-to-day administration of the agency. The Executive Director directly or indirectly manages the staff, using the policies approved by the Board of Directors. All employees are accountable to their immediate management as well as the Executive Director. Employees are expected to follow the policy of channeling information as required.
B. Duties. The duties of the Board shall include, but not be limited to, the following:
1. The election of all officers of the corporation.
2. All contracts in amounts of over $25,000 will require approval of the full Board.
3. The employment of Executive Director and the determination of compensation and benefits.
4. Submitting an annual budget for approval and monitoring by the Board.
5. The convening of special meetings of FACIL as deemed
necessary or as required elsewhere in these bylaws.
6. The establishment and empowerment of committees as deemed
appropriate by the Board.
7. The determination of the amount of membership dues and the publication of same in the notice of the annual meeting of the corporation.
8. The consideration of: applications for membership, resignations of office and membership, and revocations of membership.
9. The engagement of an accounting firm to conduct a review of the financial records of the corporation and render a report thereon.
10. Review annually all monetary accounts of the corporation to insure that the signatories on said accounts are in order.
Section 5. Liability
In accordance with the laws of the State of Florida, no Member shall be held personally liable for any action, or lack thereof, of the corporation.
Section 6. Meetings
A. Annual.
(1). Meeting Date/Time. The annual meeting of the Board shall be determined by the President.
(2). Order of Business. The order of business at the annual meeting of the Board shall be as follows:
1. Call To Order
2. Certification of Membership Roll and Designated Representatives.
3. Announcement of Quorum
4. Approval of Minutes.
5. Approval of Agenda
5. President’s Report
6. Treasurer’s Report
7. Adoption of Annual Budget
8. Unfinished Business
9. New Business
10. Election of officers
11. Adjournment
B. Regular.
Regular meetings of the Board shall be held at a time or location as determined by the Board. Meeting packets shall be e-mailed out 7 days prior to the meeting.
C. Special.
(1) Special meetings of the Board may be called by the President or upon the request, including a statement of purpose for the meeting, of at least three (3) Members made to the Secretary. Upon the receipt of the request, the Secretary shall schedule a meeting and notify the Members.
(2) Special meetings of the Board may be conducted via telephonic conference provided that 72 hours notice has been given and a quorum of Members are on the call.
Section 7. Notice
A. General. All notices for any meeting shall be in writing, e-mail, or facsimile transmission and sent to the Member’s mailing or e-mail address of record, unless telephonic notice is permitted as provided elsewhere in these bylaws.
B. Annual Meeting. Notice of the annual meeting of FACIL shall be given at least fifteen (15) days prior to the date of such meeting and said notice shall include a listing of all business to be taken up that is not a normal agenda item, and a copy of the proposed annual budget and dues.
C. Regular Meetings. Regular meetings of the Board shall be held without notice, provided that a schedule of such meetings has been established and published by the Board at the beginning of each administrative year. If a schedule is not so provided, then written notice shall be given at least fifteen (15) days prior to the date of such meeting.
D. Special Meetings. Notice of any special meeting of the Board shall be given at least (3 business days) 72 hours prior to the date of such meeting unless a majority of the Members waive notice in writing.
Section 8. Quorum
A quorum of at least fifty-one percent (51%) of the Members shall be required to conduct meetings of the Board.
Section 9. Votes Required
The affirmative vote of a simple majority of the Members present shall be required to take or authorize an action unless specifically addressed elsewhere in these bylaws.
Section 10. Voting Method
The method of voting at all meetings of FACIL on all matters, questions or proposals brought to a vote before the meeting may be by a voice vote unless a division of the house is requested. Provided, however, in the conduct of elections the voting may be by secret ballot. Further acceptable means of voting may include telephone voice, e-mail or any other method accepted by the Board. The vote shall carry as soon the majority vote has been received.
Section 11. Proxy/Absentee Voting
A Member may designate a proxy to vote at meetings of the Board when the Member is unable to attend a meeting of the Board, provided that, a proxy letter, signed by the Member authorizing the proxy, is presented to the secretary prior to the vote. Absentee voting may be permitted on specific questions as determined by the Board. The allowance of absentee voting shall be stated in the notice and an absentee ballot included.
ARTICLE IV - OFFICERS
Section 1. Titles
The officers of the corporation, who shall be elected by the Board, shall be a president, vice president, secretary, and a treasurer; but one person may be elected to be both secretary and treasurer.
Section 2. Terms of Service
All officers shall serve a term of two (2) years.
Section 3. Assumption of Office
Officers shall take office at the adjournment of the annual meeting.
Section 4. Succession
The President and Vice President may succeed themselves but shall be limited to two (2) terms when such terms are consecutive. The Secretary and Treasurer may succeed themselves but shall not be limited by the number of terms.
Section 5. Vacancies
Vacancies that occur during the period between the annual elections shall be filled by action of the Board.
Section 6. Removal
Officers may be removed from office for cause by action of the Board.
Section 7. Duties
A. President. The president shall: (1) Preside at all meetings of the Board; (2) Represent the corporation where such representation is appropriate or necessary; (3) Make appointments as directed, authorized or required; (4) Execute, on behalf of the corporation, all documents that may be necessary to carry out the purpose and functions of the corporation; (5) Be responsible for carrying out the directives and requirements of applicable law, these bylaws and the Articles of Incorporation; and, (6) Create committees as deemed appropriate and make appointments thereto and serve as an ex-officio member, without a vote, of all committees of the corporation.
B. Vice President. The Vice President shall: (1) Assist the President in the duties of that office as requested by the President; (2) Assume and execute the duties of the office of the Vice President in the event of the President’s absence or inability to serve; (3) Have the authority to receive and disburse funds on behalf of the Corporation in the event of the Treasurer’s absence or inability to serve; (4) Have the responsibility of the personnel of the corporation; i.e. payroll, benefits, evaluation, interviewing, etc. (5) Shall be the FACIL members choice to be the CIL Network representative on the SILC unless he or she chooses not to be the representative. If the President chooses not to be the representative then the Board will nominate and elect an individual from FACIL to be the FACIL member’s choice to represent the CIL’s.
C. Secretary. The Secretary shall be responsible for: (1) Recording all actions taken and summaries of discussions at meetings of FACIL in the form of minutes and maintain same in binders which shall remain the property of FACIL ; (2) Maintaining and, safe keeping all records and documents of the Corporation; (3) Preparing and submitting reports or other items as may be required of FACIL, except those reports which shall be the responsibility of the Treasurer; (4) Preparing and sending, or communicating by telephone, as the case may be, notices of meetings of FACIL and the Board as required by these Bylaws; (5) Conducting all official correspondence in the name of and for FACIL; (6) Be the custodian of the corporate seal of FACIL and affix same when required.