2022 Recommended Updates to the FSFA By-Laws

Article I. Name

Section 1. NAME

The name of the corporation shall be the Florida State Florist’s Association, Inc. and FSFA shall be the official abbreviation of the corporation. Florida State Florist’s Association, Inc. has adopted the name FSFA International for official use.

The name of the corporation shall be the Florida State Florist’s Association, Inc. FSFA shall be the official abbreviation of the corporation. Florida State Florist’s Association, Inc. has adopted and shall use FSFA International for official use.

Article II. Objectives

Section I. Objectives

ARTICLE III. MEMBERSHIP

Section 1. Eligibility

Section 2. CLASSES OF MEMBERS

? Should A. Retail Florist Member be changed to Independent Florist Member to also included florist that are not in a retail establishment but are considered a direct supplier as is mentioned in III.2.D

Section 3. CREATION OF ADDITIONAL CLASSES OF MEMBERSHIP

A. The Board may, at its discretion, create additional classes of membership as it deems in the interest of FSFA and may establish the qualifications and privileges of such membership. In all instances, such members shall have related interests to those of FSFA.

The Board may, at its discretion, create additional classes of membership as it deems in the interest of FSFA and may establish the qualifications and privileges of such membership. In all instances, this membership shall have related interests to the other classes of members of FSFA.

Article IV. Meetings

Section 1. Annual Meeting

Section 2. Quarterly Meetings

Section 3. Special Meetings

Section 4. Place of Meetings

Section 5. Notice

Section 6. Quorum

Section 7. Voting

Section 8. ORDER OF BUSINESS

• C.  The Secretary shall carry to each meeting a copy of Roberts Rules of Order should questions of parliamentary procedure arise.

The Secretary shall have an up-to-date electronic copy of Roberts Rules of Order available should questions of parliamentary procedure arise.

Article V. Board of Directors

Section 1. COMPOSITION OF BOARD

A.  The business affairs of FSFA shall be conducted by the Board of Directors consisting of the President, President Elect, Vice President, Executive Director, Secretary, Treasurer and thirteen (13)Directors, which shall include a Wholesaler Representative, a Grower Representative and an Allied Tradesperson. Suggested changing number to 9 total

The business affairs of FSFA shall be conducted by a Board of Directors consisting of the President, President Elect, Vice President, Executive Director, Secretary, Treasurer and up to nine (9) Directors, when possible, shall include a Wholesaler Representative, a Grower Representative and an Allied Tradesperson.

Section 2. TERM OF OFFICE

C. Directors. The term of office for a Director shall be for two (2) years. Any Director may be elected for two (2) full terms plus any unserved portion of a term by their predecessor through appointment. Directors shall be designated as Directors 1 through Directors 9. Directors numbered 2, 4, 6, 8, 10 and 12 shall be elected in even number years and Directors 1, 3, 5, 7, 9, 11, and 13 shall be elected in odd number years in order to maintain staggered terms. The Directors shall be elected by the membership at the annual meeting.

Directors. The term of office for a Director shall be for two (2) years. Any Director may be elected for two (2) full terms plus any unserved portion of a term by their predecessor through appointment. Directors shall be designated as Directors 1 through Directors 9. Directors numbered 2, 4, 6, and 8 shall be elected in even number years and Directors 1, 3, 5, 7, and 9, shall be elected in odd number years to maintain staggered terms. The Directors shall be elected by the membership at the annual meeting.

Section 3. Removal

• A.  N/A
• B.  Any board member that has two consecutive unexcused absences from scheduled quarterly meetings, special meetings, and/or virtual meetings can be removed from the board by a simple vote. Their remaining term can be filled by appointment of the President pursuant to Article V.4.B

Section 4. Vacancies

B. Any other vacancy in the Board of Directors shall be filled through appointment by the President with the approval of the Board of Directors for the remainder of the current term.

Any vacancy, other than the President, in the Board of Directors shall be filled through appointment by the President with the approval of the Board of Directors. The appointee shall serve the remainder of the appointed term. For additional terms see Section V.2.A

ARTICLE VI. OFFICERS

Section 2. PRESIDENT

A. The President shall be the principal executive officer and in general, shall, supervise and control all business and affairs of FSFA. The President shall specifically:

The President shall be the principal executive officer and in general, shall, supervise and oversee all business and affairs of FSFA. Responsibilities of the President shall include:

iv.         Prepare agendas for meetings.

Prepare agendas for meetings with the Executive Director.

v.          Sign, in concert with the Secretary all contracts that the Board of Directors have authorized executed.

Sign, in concert with the Executive Director and the Secretary, all contracts that the Board of Directors have authorized executed.

vi.         Shall be a co-signer on all bank checks and vouchers with the Treasurer.

Shall be a co-signer on all bank checks and vouchers with the Treasurer and/or Executive Director.

vii.       Shall be listed as the registered agent on the State of Florida mandated annual report and it shall be the responsibility of the President to update the annual report with the assistance of the Secretary, annually.

Shall be listed as the registered agent on the State of Florida mandated annual report and it shall be the responsibility of the President to update the annual report with the assistance of the Secretary and/or the Executive Director, annually.

Section 3. PRESIDENT ELECT

Add - F. Remuneration for services may be recommended by any member of the Board and submitted to the Board for approval.

Section 4. VICE PRESIDENT

C.     Shall be Chairperson of the Publicity and Public Relations Committee and the Sunlighting Committee.

         Shall be the chair of the Communications Committee and work in partner with the Executive Director to publish the Sunlighting Magazine.

E.     Remuneration for services may be recommended by any member of the Board and submitted to the Board for approval.

Section 5. Secretary

A.  The Secretary Shall:

i.            Keep the minutes of all meetings in printed form and available for review of any board member with reasonable notice;

Keep the minutes of all meetings in digital form and available for review of any board member with reasonable notice; copy of minutes shall be supplied to the Executive Director within three business days for historical safe keeping.

Section 7. Executive Director

A. The Executive Director shall:

viii.     Shall oversee the convention functions with the convention chair if available, to wit:

f.  Shall preform all duties incidental to the office of Executive Director and shall promote FSFA Int in all its endeavors.

ix.     Shall act as Sunlighting Editor, to wit:

         remove/strike e.

ARTICLE VII. COMMITTEES

SECTION 1. GENERAL

Section 2. Executive committee

SECTION 3. MEMBERSHIP COMMITTEE

A. The Chairperson of the Membership Committee shall be the President Elect. The Membership Committee shall consist of the Vice President, all Directors and Active Members.

A. The Chairperson of the Membership Committee shall be the President Elect.

B. The Membership Committee shall consist of the President Elect, Vice President and three directors.

SECTION 4. FINANCE COMMITTEE

• A.    The Executive Director shall be the co-chair of the Finance Committee.

B.  Two (2) members of the Board of Directors shall be appointed by the President to serve on the Finance Committee.

C.  The Treasurer shall report at each quarterly meeting on the state of the budget.

• D.    The Committee shall be responsible to submit a budget proposal for the following year to the Board of Directors for revision or adoption. This proposal shall be submitted at the quarterly meeting preceding the annual Board of Directors meeting.

SECTION 5. ELECTION COMMITTEE  - Strike and combine with Nominations and Legislative

SECTION 5. ELECTION/NOMINATIONS/LEGISLATIVE COMMITTEE

• A.  The ENL committee shall consist of President, Executive Director, Past President and one (1) active member. The member shall be appointed by the President within 30 days of the annual meeting; each person serving on this committee shall be a voting member in good standing.
• B.  Nominations shall be prepared by the ENL committee and presented to the board of directors at the spring quarterly meeting. The slate of officers and directors shall be presented for election at the annual business session during convention.

i.           All candidates for the office of President, President Elect, Vice President, Secretary and Treasurer must have served at least one (1) year on the Board of Directors

ii.         Upon the presentation of the report, the President shall open nominations to the floor and any and all such nominations shall be added to the ballot.

iii.       Election of officers shall be by printed ballot or show of hands.

iv.        If a member voter, as described under Article III herein, is unable to attend the convention at the time of election, a proxy vote may be submitted at least two weeks prior to the election.

v.          If all information is not correct in the judgment of the ENL Committee, a ballot will be refused.

vi.        The refused authorization and reason for refusal will be reported by the ENL Committee in addition to the results of the election.

vii.      Membership is not transferable, therefore, in the event a member business changes ownership or ceases to be an active business, the membership is terminated and dues and voting privileges are forfeited.

viii.    The report of the ENL Committee is final.

ix.        Tallying of votes cast at the annual convention for the election of all open positions shall be held immediately following the annual meeting and a simple majority of all votes cast shall be necessary to be elected.

x.          Votes shall be tallied, and the results determined for all positions with more than one candidate and reported to the members during the annual convention.

C.  The ENL Committee is responsible to keep abreast of industry issues, especially in relation to laws and possible legislation, and report to the Board at requested intervals.

Section 6. Education Committee

Section 7. Scholarship Committee

A.  This Committee shall consist of the Chairperson and at least two (2) members appointed by the President. The Committee is responsible for obtaining funds for scholarships, advertising for applicants, reviewing applications, and deciding on the type and number of scholarships to be awarded at the annual convention.

B.    This Committee shall work with the Treasurer to manage the funds set up for each scholarship and what is available to award for each on an annual basis.

C.    This Committee shall coordinate the mentorship program with rotation of mentors, control cost of each award and the proper submission by each awardee for accounting purposes.

Section 8. Sunlighting Florida Florist Committee

A.  The Chairperson of this Committee shall be the Executive Director/Senior Editor. Where an Executive Director position is held by another person, the Sunlighting Editor will work in tandem with the ED.

B.  This Committee shall consist of three (3) members appointed by the President to include the Vice President.

C.  The official publication shall be called “Sunlighting Florida Florists” and shall be published under the direction of this Committee.

Section 9. Convention Committee

• A.  This Committee shall consist of the Chairperson, the Executive Director, the President Elect and at least one (1) member appointed by the President. The Committee is responsible for reviewing and implementing the guidelines as applicable to convention functions.
• B.     The Chairperson should be the Convention Chair were applicable. This person shall work in tandem with the Executive Director on all contracts as outlined in Section 7.A.vii.
• C.     This Committee shall present a recap to the board within thirty days after annual convention and an outlined budget for the following annual convention.

Section 11. Legislative Committee – Combined with Election/Nominations – Remove

Section 10. By-Laws Committee

A.  This Committee shall consist of a chairperson and at least three (3) members of the board appointed by the President.

This committee shall consist of the President, Executive Director and one (1) member appointed by the President.

Section 11. Competition Committee

A.  This Committee shall consist of the Chairperson and at least three (3) members appointed by the President.

This Committee shall consist of the Chairperson and at least two (2) members appointed by the President.

B.  The Committee’s responsibilities include:

                   i.        Review the contest, to include any virtual contest, and rules each year at the autumn Board meeting and set rules for the following year;

                  ii.        Coordinate with the convention chairperson for upcoming convention by January and set rules, themes, times and places for the contest;

                iii.        Furnish information to Executive Director “for publication in Sunlighting, and posting on website;

                iv.        Oversee and run the contest;

                  v.        Select and inform judges of judging criteria;

                vi.        Oversee tallying, announcing winners and presenting awards with the President.

Article XIII. Parliamentary Authority

E.No member shall be entitled to more than one (1) vote.