FLORIDA ASSOCIATION OF POSTSECONDARY SCHOOLS AND COLLEGES BYLAWS As Amended at the Annual Meeting of the Association July 23, 2008
INDEX DEFINITIONS... iv PREAMBLE...1 ARTICLE I NAME...1 ARTICLE II MEMBERS Section 1 Classes of Members... 1 Section 2 Qualifications for Membership... 1 Section 3 Application... 2 Section 4 Dues and Fees... 2 Section 5 Rights of Members... 2 Section 6 Duties of Members... 2 Section 7 Expulsion... 3 Section 8 Termination of Membership... 3 Section 9 Transfers... 3 ARTICLE III - MEETINGS OF THE ASSOCIATION Section 1 - Place of Meetings... 3 Section 2 Annual Meetings and Notice... 3 Section 3 Special Meetings and Notice... 3 Section 4 Voting... 4 Section 5 Majority... 4 ARTICLE IV - BOARD OF DIRECTORS Section 1 Powers... 4 Section 2 Conflict of Interest... 5 Section 3 Number and Qualifications... 5 Section 4 Terms of Office... 5 Section 5 Voting and Quorum... 5 Section 6 Meetings of the Board... 6 Section 7 Removal and Recall... 6 Section 8 Resignations... 7 Section 9 Vacancies... 7 Section 10 - Committees... 8 ARTICLE V - OFFICERS Section 1 In General... 9 Section 2 President... 9 Section 3 President-Elect... 9 Section 4 Secretary... 9 Section 5 Treasurer... 10 Section 6 Immediate Past President... 10 Section 7 Removal and Recall... 10 Section 8 Resignations and Vacancies... 11 ii
ARTICLE VI - ELECTIONS Section 1 Time and Place... 11 Section 2 Pre-Election Procedure for Annual Elections... 11 Section 3 Election Procedure... 11 Section 4 Special Elections... 12 ARTICLE VII - AMENDMENTS TO BYLAWS Section 1 Amendments by Members... 12 Section 2 Amendments by Board... 12 Section 3 Record of Amendments... 12 ARTICLE VIII - MISCELLANEOUS Section 1 Seal... 13 Section 2 Liability... 13 Section 3 Financial and Membership Records... 13 Section 4 Binding Effect... 13 Section 5 Parliamentary Procedure... 13 iii
DEFINITIONS a. Articles means the articles of incorporation of the Florida Association of Postsecondary Schools and Colleges, Inc., and any amendments or restatements to the articles as may be made from time to time. b. Association means and refers to The Florida Association of Postsecondary Schools and Colleges, a Florida not-for-profit corporation, its successors and assigns, also referred to herein as FAPSC. c. Board refers to the Board of Directors of The Florida Association of Postsecondary Schools and Colleges, vested with the management of the affairs of the Association. d. Board Meeting means a meeting of the Board of Directors of the Association. e. Bylaws means this document, as amended from time to time, or the code or code of rules adopted for the regulation or management of the affairs of the Association. f. Commission means the Florida Department of Education commission for Independent Education or successor agency authorized by Florida Statutes. g. Conflict of Interest A member of the Board of Directors is considered to have a conflict of interest if: (a) the member has existing or potential financial or other interest in a matter before the Board which might reasonably appear to impair the member s independence, unbiased judgment in the discharge of the member s responsibility; or (b) the member is aware that a family member in the same household, or any organization of which the member is an officer, director, employee, member, partner, trustee, or controlling stockholder, has existing or potential financial or other interest in a matter before the board of directors. h. Director means an individual elected or appointed to the Board of Directors of the Association. i. Meeting of the Association means a meeting whereby all classes of Members of the Association are invited to attend. j. Member means every person or entity holding membership in the Association as provided by the articles of incorporation or bylaws of The Florida Association of Postsecondary Schools and Colleges, as further defined herein. k. Officer means an individual serving on the Board of Directors as President, President- Elect, Secretary, Treasurer and Immediate Past President of the Association. iv
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PREAMBLE The Florida Association of Postsecondary Schools and Colleges (the Association) is an organization of Florida non-public, postsecondary educational institutions and other interested parties established to foster policies that ensure equal access for students to quality, professional career and skill education. ARTICLE I NAME The name of the Association shall be the Florida Association of Postsecondary Schools and Colleges (FAPSC). ARTICLE II MEMBERS Section 1 Classes of Members There shall be four classes of members: a. MEMBER INSTITUION b. PROFESSIONAL MEMBER c. CANDIDATE INSTITUTION MEMBER d. ASSOCIATE MEMBER Section 2 Qualifications for Membership a. MEMBER INSTITUTION: Any non-public, postsecondary educational institution in the State of Florida licensed for found to be exempt from licensure by the Commission for Independent Education (the Commission), whose application for membership has been approved by the Board, may become a Member of the Association. Branch campuses for purposes of membership and dues are regarded as separate institutions. b. PROFESSIONAL MEMBER: Any individual employed by a Member Institution. c. CANDIDATE INSTITUTION MEMBER: Any entity in the process of applying for licensure by the Commission. The institution must provide proof of application and must obtain licensure within one year of application. Upon licensure by the Commission, a Candidate Institution Member seeking to become a Member Institution must submit another application for membership in the Association. A Candidate Institution Member that is denied licensure by the Commission will not be eligible for membership. d. ASSOCIATE MEMBER: (1) any person, representative of education, government, business or industry, or (2) any firm, corporation, or association directly interested in the non-public postsecondary educational sector, whose application for Membership has been approved by the Board, may become an Associate Member of the Association. 1
Section 3 Application Application for membership in the Association, under Section 2 (a), (b), (c) or (d) above, shall be in writing on forms provide by the Association. The forms shall require full disclosure and complete information concerning the applicant and shall be submitted to the Board for consideration. Section 4 Dues and Fees Fees and annual dues of the Association will be established annually by the Board. The Association s Executive Director may enter into a dues payment arrangement with a Member. A Member shall be considered to be in good standing if it is current with all financial obligations to the Association. Section 5 Rights of Members a. Property Rights: No Member shall have any financial or property rights in any of the assets or property of the Association. b. Member Institution: Each Member Institution in good standing, through is designated representative, shall have the right to attend and be heard at all meetings of the Association, and to vote and to hold office in the Association. Each Member Institution shall designate one individual as the authorized voting representative for the purpose of elections at the annual Meeting of the Association. c. Professional Member: As an employee of a Member Institution, each Professional Member may serve on committees and be heard at all meetings of the Association. d. Candidate Institution Member: Each Candidate Institution Member in good standing, through its designated representative, shall have the right to attend and be heard at all meetings of the Association. e. Associate Member: Each Associate Member in good standing, through its designated representative, shall have the right to attend and be heard at all meetings of the Association. Section 6 Duties of Members As a condition of membership in good standing, each Member or its representative shall abide by the Bylaws of the Association, and all other rules and regulations duly promulgated by the Board. 2
Section 7 Expulsion Any Member may be expelled from the Association for cause as provided in this subsection. For purposes of this subsection, cause shall mean a violation of any condition of eligibility, law, rule, or practice properly adopted by the Association or other conduct reflecting discredit upon the Association. Such action shall be by a two-thirds vote of the members of the Board of Directors. No vote shall be taken until the Member has been provided with a statement of the charges and a notice of the time and place of the meeting at which the charges shall be considered. Such meeting shall not be convened less than 30 days after delivery of the charges to the affected Member. The Member shall have the opportunity to respond in person, by a representative or in writing. Section 8 Termination of Membership In the event that a Member is expelled or dropped from the rolls for any reason, the Member shall have no further rights in the Association as set forth in Article II, Section 5 and shall immediately stop using any reference to membership in the Association in its publications and shall not represent directly, or indirectly that it is a member of the Association. Section 9 Transfers Except for a change of ownership approved by the Commission for Independent Education, no Member may transfer its membership or any rights of membership arising there from. ARTICLE III MEETINGS OF THE ASSOCIATION Section 1 Place of Meetings All meetings of the Association will be held at a time and place designated either by the Board or requested in writing by a majority of the Member Institutions. Members shall be notified at least fifteen (15) days prior to the meeting date. Section 2 Annual Meetings and Notice Annual meetings of the Association will be held on such date(s) approved by the Board. Written notice of the annual meeting shall be provided to each Member not less than 30 days before the Annual Meeting and shall specify the place, date and time of the meeting and the general nature of the business to be conducted. Section 3 Special Meetings and Notice Special Meetings of the Association may be called at any time by the President, by the Executive Committee, or by a majority of the Board of Directors and must be called by the President upon written request of a majority of the Member Institutions. Notice of a Special Meeting shall be provided in the most efficient and expeditious manner, as determined by the Board. 3
Section 4 Voting At all meetings of the Association, every Member Institution shall have the right to one vote through a designated representative who will be issued a voting credential. Voting will be anonymous and may be by written ballot or voice vote. Section 5 Majority For any action by the Member Institutions at a Meeting of the Association, fifty-one percent (51%) of the designated representatives present and voting constitutes a majority. ARTICLE IV BOARD OF DIRECTORS Section 1 Powers Subject to the limitations of the Articles of Incorporations or other provisions of the Bylaws of the Association and applicable laws, all powers necessary or proper to carry on the activities of the Association shall be exercised by or under the authority of the Board of Directors (the Board). The Board may, at any regular or special meeting, delegate to or contract with any person or persons, any of the powers of the Board for the management of the affairs of the Association except the power to adopt, amend or repeal the Bylaws or the Articles of Incorporation. This shall include but not be limited to an Executive Director. The Executive Director is responsible for the administration of the Association s affairs and for management of the staff of the Association. The Executive Director may represent the Association in its dealings with governmental bodies, the press, other organizations, and the public, and may sign or approve correspondence and other instruments of the Association as directed by the Board or the President. The Executive Director shall answer to the Board, but the President of the board, acting on behalf of the Association, shall oversee the Executive Director s performance. Except when the Board is in executive session, the Executive Director may attend all meetings of the Board, the Executive Committee, and all other committee meetings or conference calls as an ex officio member. Job Performance and compensation for the Executive Director and compensation for the Association staff shall be reviewed annually by the Executive Committee staff shall be reviewed annually by the Executive Committee and submitted to the Board for approval during an executive session. 4
Section 2 Conflict of Interest Prior to voting on any contract or other transaction where a Board member is financially interested: a. the fact of such relationship or interest will be disclosed to the Board of Directors, and the Board must authorize, approve, or ratify the contract or transaction by a vote or consent without counting the vote or consent of such interested director, and b. the contract or transaction must be fair and reasonable as to the Association at the it is authorized by the Board Although the vote may not be counted, an interested Board member may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee when it authorizes, approves or ratifies such a contract or transaction. Section 3 Number and Qualifications a. To be elected to the Board a person must be an owner, manager or an executive of a Member Institution except for tow positions reserved for Associate Members b. The Board, including the officers of the Association, shall consist of nineteen (10) members as follows: i. Seventeen (17) Members at large; ii. two (2) Associate Members, recommended for appointment annually by the President and confirmed by a majority vote of the Board. No more than two (2) individuals may serve on the Board concurrently from Member Institutions under common ownership or control. No more than one individual may serve on the Executive Committee from Member Institutions under common ownership or control. c. Anyone nominated for President-Elect must have served on the Board at least two years prior to the date of nomination. Section 4 Terms of Office The term of office of an Officer shall be for one (1) year, with an option for a second year, if recommended by the nominating committee and agreed to by the officer. Directors shall hold office for staggered two (2) year terms commencing at the close of elections. Associate Members serving as Directors shall be recommended for appointment annually by the President and confirmed by a majority vote of the Board. Section 5 Voting and Quorum a. Each member of the Board shall be entitled to one vote either in person or by written or electronic mail proxy received prior to the vote. 5
b. The presence of ten (10) Directors shall constitute a quorum and shall be necessary to conduct the business of the Association. The presence of at least three members of the Executive Committee, or at least one-half (1/2) of the members of any other committee of the Association, shall constitute a quorum and shall be necessary to conduct the business of the committee. c. Every action taken or decision made by a majority of the Board with a quorum present shall be regarded as an official act unless a greater number is required by law or by these Bylaws. The Board may take action by obtaining the approval of a majority of the Board via mail, telephone or electronic mail. d. No member of the Board may vote on any matter in which the member has a conflict of interest. Further, the minutes are to reflect that a disclosure was made that the member having a conflict of interest abstained from voting. A director who is uncertain of a conflict of interest may ask the Board of Directors or Executive Committee to resolve the issue by majority vote. Section 6 Meetings of the Board a. Regular: Regular meetings of the Board shall be held quarterly. Additional meetings may be held at such intervals, time and place as the Board or President determine. Notice of regular meetings of the Board shall be provided to the Board and the Membership at least thirty (30) days prior to the meeting. b. Special: Special meetings of the Board may be called at any time by the President, or if the President is absent or unable to act, may be called by the President-Elect or by a majority vote of the Board. Notice of the time, place and purposes of special meetings shall be provided to the Board and the Membership at least fifteen (15) days prior to the special meeting. c. Emergency: Emergency meetings may be called the President, the President-elect or by a majority of the Board. Notice of emergency meetings shall be provided to the Board and Membership immediately upon the call and minutes of the proceedings shall be provided within five (5) working days. Section 7 Removal and Recall a. Should a member of the Board cease holding an ownership, Executive or Management position with a Member Institution for any reason, that member shall be deemed ineligible to complete his/her term on the Board if he/she has not become an owner, Executive or Manager of another Member Institution within ninety (90) days. 6
b. Any member of the Board may be removed by a vote of not less than two-thirds majority of the Board at a special meeting called by the President for such purpose and at which at least thirteen (13) of the members of the Board are present in person. A vacancy shall then exist on the Board and in such office. c. Board Members who fail to support board activities through attendance at workshops, seminars, conventions or other Association activities are subject to review for removal from the Board pursuant to paragraph (b) above. d. Board Members who are absent without just cause at more than two consecutive meetings of the Board shall be subject to removal from the Board pursuant to paragraph (b) above. Section 8 Resignations Any member of the Board may resign by providing a letter to the President of the Association. The President may resign by providing such a letter to the Secretary of the Association. A resignation letter shall state the facts of the resignation and its effective date. The Secretary shall enter the letter in the minutes of the Association and a vacancy shall then exist upon the Board and in such office, if any, effective on the stated date. Section 9 Vacancies A vacancy shall exist on the board, including any office, in the event of a Board member s death or incapacity or ineligibility for further service; removal, recall or resignation. Vacancies in the office of the President shall be filled by the President Elect. Vacancies on the Board and any other applicable office shall be filled by a recommendation from the President with confirmation by a majority vote of the Board. Anyone appointed to an officer position must be a current Board member. Each appointed Board member or officer shall hold office until the election of a successor during the annual meeting of the Association. Anyone appointed as President-Elect must be a current Board Members and must have served as a Board Member for tow (2) years prior to the date of appointment. An appointed President-Elect s term ends prior to the annual general election and does NOT automatically ascend to the Presidency. A Special Election will be held immediately prior to the general election at the annual meeting of the Association at which time the membership will elect a President whose term will begin immediately. After this Special Election a general election will immediately follow with a recommended slate of officers. 7
A vacancy in the office of Immediate Past President shall be filled by a recommendation from the President with confirmation by a majority vote of the Board. The President may recommend any Past President to fill this position. The terms of appointed officers expire at the time of the annual election. Section 10 - Committees Standing Committees of the Association shall be: a. Executive Committee: The Executive Committee shall consist of all Officers and shall be presided over by the President. The Executive Director shall be an ex officio member of the Executive Committee. It shall be called into session for the purpose of reviewing and supervising in an advisory manner only the functions, planning and operations of the Association. Between meetings of the Board, the Executive Committee is empowered to act upon matters requiring immediate action. Accurate minutes of the Executive Committee meetings shall be kept by the Executive Director or designee of the Board under the direction of the Secretary. Final minutes approved by the Executive Committee shall be promptly circulated to the members or the Board and must be presented and accepted at the next regularly scheduled meeting of the Board. b. Nominating Committee: The Nominating Committee shall be appointed by the President and consist of the following members: 1. The immediate Past President, who shall serve as chair; 2. The President-Elect; 3. Two (2) current elected members of the Board; 4. Three (3) persons (not current Board Members) from Member Institutions, one (1) of which must be from a non-accredited Member Institution. The Committee shall contact members who are interested and qualified to serve as prospective Board Members and Officers and make recommendations to the membership for those positions, consistent with these Bylaws. c. Steering/Strategic Planning Committee The Steering/Strategic Planning Committee shall be appointed by the President and oversee the work of all committees to ensure consistency with FAPSC mission and values and implementation of the strategic plan. 8
The President may appoint other committees. Committee appointments shall be made by the President prior to the first regularly scheduled meeting of the Board after the Annual Meeting of the Association. A record of all current committees and their respective chairpersons and members shall at all times be maintained by the Secretary and/or the Executive Director and be made available to the membership upon request. ARTICLE V OFFICERS Section 1 In General The Officers of the Association shall be a President, a President-Elect, a Secretary, a Treasurer and the Immediate Past President. Section 2 President The President shall be the chief executive officer of the Association and shall, subject to the control of the Board, have general supervision, direction and control of the business, affairs, officers, and staff of the Association. The President shall preside at all meetings of the members and at all meetings of the Board and shall be a member of all committees. The President shall have the general powers and duties of management usually vested in the office of president of a corporation and shall have such other powers and duties as may be prescribed by the Board or the Bylaws. This is not an elected position except in the case of a Special Election when a vacancy occurs in the office of the President-Elect pursuant to Article IV, Section 8. Section 3 President-Elect In the absence or incapacity of the President, the President-Elect shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President-Elect shall have such other powers and perform such other duties as may, from time to time, be prescribed by the President, the Board and the Bylaws. An elected President-Elect shall automatically ascend to the office of President and then to the office of Immediate Past President. Section 4 Secretary The Secretary shall direct the Executive Director to keep, at the principal office or such other place as the Board may require, minutes of all meetings of the Board, its committees, and of the Association. The minutes shall include the time and location of the meeting; whether it was 9
a regular or special meeting; how the meeting was authorized; the meeting notice; names of the attendees; records and reports filed at the meeting; and a summary of the proceedings. The Secretary shall direct the Executive Director to keep a register of the names of the Members with their addresses, company affiliation, contact numbers and e-mail addresses. The Secretary shall direct the Executive Director to give notice of all the meetings of the Association and of the Board as required by the Bylaws and shall have such other powers and perform such other duties as may be prescribed by the President, the Board or by the Bylaws. Section 5 Treasurer The Treasurer shall keep and maintain or authorize the Executive Director to keep and maintain adequate and correct accounts of all the properties and business transactions of the Association, including accounts of its assets, liabilities, receipts and disbursements and shall have such other powers and perform and perform such other duties as may be prescribed by the President, the Board or the Bylaws. The financial records shall be at all reasonable times open to inspection by any Director or Officer. The Treasurer shall oversee sound financial practices for the Association, including a requirement for two (2) signatures on each check. The Treasurer shall oversee an annual audit by an independent audit accounting firm. Audits shall be presented annually to the Board. The Treasurer shall direct the Executive Director to issue notices of dues payable and to take appropriate action for the collection of dues. The Treasurer shall oversee the following actions of the Executive Director: deposit of all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board; disbursement of the funds of the Association maintenance of directors and officers liability insurance; and an accounting report to the President and to the Board, at each regularly scheduled meeting, of all the transactions and the financial condition of the Association. Section 6 Immediate Past President When a new President ascends to the office, the prior President assumes the office of Immediate Past President and remains an Officer of the Association for the designated term. This is not an elected position. The Immediate Past President shall perform duties as assigned by the President or Board. Section 7 Removal and Recall Any Officer may be removed or recalled in accordance with the provisions of Article IV, Section 6. 10
Section 8 Resignations and Vacancies Any Officer may resign in accordance with the provisions of Article IV, Section 7. The filling of vacancies shall be governed by the provisions of Article IV, Section 8. ARTICLE VI ELECTIONS Section 1 Time and Place The election of Officers and the remaining Board will be held at the Annual Meeting of the Association unless otherwise provided herein. Elections will be held for the positions of President-Elect, Secretary and Treasurer, and for one-half (1/2) of the Board. As necessary, elections of Officers and Directors may be held at one or more special meetings called pursuant to the provisions of Article III, Section 3. Section 2 Pre-Election Procedure for Annual Elections The procedure to be used for nomination of Officers and members of the Board is as follows: a. At least 12 days prior to the Annual Election, the President shall appoint the Nominating Committee for the Association as prescribed in Article IV, Section 9 (a)(2). b. The Nominating Committee shall solicit interested and qualified members for open Director and/or elected Officer positions. Nominations from Member Institutions will be accepted by the Nominating Committee not less than 90 days prior to the date set for the Annual Election Meeting of the Association. The Nominating Committee will review the qualifications of the nominees and will recommend not more than two candidates for each position. The slate of candidates recommended by the Nominating Committee shall be placed in writing to the President and the Secretary for publication to the membership not less than 60 days prior to the date set for the Annual Meeting of the Association. c. Further nominations, if any, may be made from the floor at the time of the election. Section 3 Election Procedure a. Presiding Officer: Elections shall be presided over by a Presiding Officer. The Immediate Past President will be considered the Presiding Officer for the annual elections and will announce the general rules of the procedure. If the Immediate Past President is unavailable, a Presiding Officer shall be appointed by the President. 11
b. Voting: Voting shall be in the manner prescribed in Article III, Section 4. Absent nominations from the floor, the Presiding Officer may move the recommended slate for approval. Upon a second to the motion and a positive voice vote (as determined by the Presiding Officer) by the designated representatives of the Member Institutions, the slate shall be declared elected. c. Tabulating: If paper ballots are used, votes shall be counted by no less than 3 representatives of member organizations selected by the Presiding Officer. The nominees who receive the highest number of votes for each office shall be declared elected thereto by the Presiding Officer. d. Officers and Directors of the Board shall take office immediately following their election. Section 4 Special Elections Elections at Special Meetings and pursuant to Article III, Section 3 shall be governed by the provisions regarding election procedure for general elections as applicable. Vacancies in the office of President-Elect shall be filled during a Special Election pursuant to Article IV, Section 8. ARTICLE VII AMENDMENTS TO BYLAWS Section 1 Amendments by Members New Bylaws may be adopted or these Bylaws may be repealed or amended in whole or in part at the Annual Meeting of the Association or at any other meeting of the Association called for that purpose. Any resolution repealing or amending these Bylaws or adopting new Bylaws shall require a vote of not less than two-thirds (2/3) of the designated representatives of Member Institutions present and voting. Section 2 Amendments by Board Subject to ratification by the designated representatives of the Member Institutions at the Annual Meeting of the Association, the board by a two-thirds (2/3) vote may adopt new Bylaws or amend or repeal any of these Bylaws. Section 3 Record of Amendments When an amendment or new Bylaw is adopted, it shall be copied into the original Bylaws in the appropriate place and a notation of the fact of any such amendment shall be kept in the records of the Association. If any Bylaw is repealed, the fact or repeal with the date of the meeting at which the repeal was enacted shall be kept in the records of the Association. Any amended Bylaws shall be provided to the Membership following ratification. 12
ARTICLE VIII MISCELLANEOUS Section 1 Seal The Association shall have a seal of such design as the Board may adopt. Section 2 Liability No applicant, member, or former member shall be liable for the debts of the Association in any amount except to the extent of the fees required of each member pursuant to Article II, Section 4. The Executive Director and Treasurer shall arrange for and maintain directors and officers liability insurance. Section 3 Financial and Membership Records The Association shall keep at its office current and complete records of the accounts and transactions of the organization and a current list of the members, directors and officers of the organization. Such records may be in written form or in any other form capable of ready conversion to written form. Section 4 Binding Effect Each existing member and new member of the Association shall be provided with a copy of these Bylaws. Acceptance or continuation of membership in the Association shall constitute each members agreement to be bound by the provisions of the Bylaws as amended from time to time. Section 5 Parliamentary Procedure The rules contained in the current edition of Robert s Rules of Order Newly Revised shall govern the Association in cases to which they are not inconsistent with these Bylaws and any special rules the Association may adopt. 13