BYLAWS OF THE FLORIDA LAKE MANAGEMENT SOCIETY – 12th Edition
ARTICLE I. NAME.
The name of this organization shall be the Florida Lake Management Society, hereinafter designated as the Society, and abbreviated "FLMS."
ARTICLE II. PURPOSE.
The purpose of the Society shall be to promote understanding and comprehensive management of lake and watershed ecosystems.
ARTICLE III. OBJECTIVES.
The objectives of the Society are to:
a. Promote and provide a forum for exchanging information and experiences on scientific, administrative, and financial aspects of lake and watershed management.
b. Assist in the development of local lake protection and restoration programs in accordance with appropriate management strategies and techniques.
c. Encourage the adoption of local, state, and national programs promoting lake and watershed management.
d. Foster a partnership for the mutual benefit of organizations, agencies, local and regional units of government, and individuals concerned with lake and watershed improvement and protection.
e. Affiliate with the North American Lake Management Society (NALMS).
ARTICLE IV. MEMBERSHIP.
SECTION A. The membership of the Society shall be open to anyone interested in lake management.
SECTION B. The Society shall have four categories of voting membership and one non-voting category as listed and generally defined below:
Individual - a single individual.
Not for Profit/Public - not for profit groups, organizations, or public agencies, such as lake associations, municipalities, conservation organizations, and publicly-owned utilities.
Business/corporate - organizations or corporations, intended as profit-making entities, which have an interest in lake. and watershed management.
Contributor - individuals, organizations, or corporations which have a special interest in the activities and future of the Society, and wish to contribute more dues than required under their appropriate membership category.
Non-voting - individuals that are students or teachers and are not a member of one of the other membership categories.
SECTION C. The annual membership dues for each of the membership categories shall be as follows:
Not for Profit/Public $35.00
Contributor at least $100.00
SECTION D. Membership dues may be reviewed by the Board of Directors, and any recommended revisions to the dues structure shall be brought before the Society members as prescribed in the bylaw amendment procedures.
SECTION E. The membership year shall end at the adjournment of the annual meeting. Annual membership dues are not pro-ratable. Dues are payable to the Florida Lake Management Society, for deposit by the Treasurer.
ARTICLE V. BOARD OF DIRECTORS.
SECTION A. The affairs of the Society shall be managed by a Board of Directors, hereinafter designated as the Board, under such rules as the Board may determine, subject to the specific conditions of these bylaws.
SECTION B. The initial Board shall consist of the President, Vice-President, Treasurer, Secretary, and two Directors. The Board positions of President, Vice-President, Treasurer and Secretary shall be otherwise referred to as Officers, and together with the Past President, shall comprise the Society's Executive committee. The number of officers and directors may change from time to time but shall never be less than five. All Board members shall be elected from the membership of the Society. All members are eligible for election to the Board. The number of directors shall be determined by the current board of directors at the time of nominations.
SECTION C. The Board shall conduct Board Meetings at least quarterly, and shall also meet at the call of the President. At meetings of the Board, a quorum shall consist of one-half of the Board's elected members. Ex officio Board members (e.g. past-president, regional chapter chair) are not considered in determination of the quorum. Ex officio Board members are not eligible to vote in decisions by the Board except for the past-president by virtue of serving on the executive committee as defined in Article V, Section B. Decisions by the Board shall require a quorum and a majority vote of the Board members present. The chair may recognize motions submitted by Board members to all other Board members via e-mail. Board members may second, discuss, and vote upon such propositions by communicating via e-mail to all other Board members. The chair will re-state the motion via email after discussion and ask for votes. A minimum of two business days shall elapse between the time that the motion first is recognized by the chair and the close of voting. The same quorum requirements that apply to votes during Board meetings shall apply to email votes, with the understanding that members are considered “present” for email voting if they participate in any part of the email discussion or email voting. Binding action of the Board of Directors shall be by majority of the Board members present for the email vote. The secretary shall record in the minutes of the next following Board meeting the text of the motion, the second, that it was submitted to all members of the Board of Directors by e-mail, and the vote thereon.
SECTION D. The terms of all Officers, shall be for one (1) year, beginning at the adjournment of each Annual Meeting of the Society, and continuing until the adjournment of the following year's Annual Meeting of the Society, or until their successors are duly elected. The terms of Directors shall be for two (2) years, beginning at the adjournment of each Annual Meeting of the Society, and continuing until the adjournment of the following year's Annual Meeting of the Society, or until their successors are duly elected. The Directors will serve staggered terms with half of them elected each year. Officers, the Past President and Directors may succeed themselves for one term for a limit of two (2) terms except for Treasurer. All Director positions are considered equal, and no Director may serve in the position of Director for more than two consecutive terms. In the case where the President succeeds himself/herself, the position of Past President shall be offered to the current Past President; if the Past President declines, the Board may appoint a previous Past President to serve the term.
SECTION E. Between meetings of the Board, the affairs of the Society shall be conducted by the Officers and the Past President as the EXECUTIVE COMMITTEE.
SECTION F. In the first election and continuing until the Board position of Past President is occupied, a total of four (4) officers and two (2) Directors shall be elected by the membership. The Director receiving the most votes on the initial election ballot will be a member of the Executive Committee, thereby filling the vacant Past President position.
SECTION G. The Society may, by majority vote of the Board, employ an Executive Director to oversee the day-to-day operations of the Society and serve as the official representative of the Society. The terms and conditions of employment shall be adopted by majority vote of the Board.
ARTICLE VI. DUTIES OF OFFICERS AND DIRECTORS.
SECTION A. The PRESIDENT shall have general supervision of the affairs of the Society; he or she shall preside at all meetings of the Society and the Board; he or she shall appoint the Chairs and members of all Committees, and may serve as an ex officio member of any and all Committees; he or she shall see that all bylaws and any rules and regulations as may be adopted by the Society and the Board are enforced; he or she shall execute all contracts and other instruments which shall have been approved or ratified by the Board. He or she shall direct the preparation and delivery of the annual report and all other communications to NALMS.
SECTION B. The VICE-PRESIDENT shall assist the President and shall preside at meetings of the Society and the Board in the absence or vacancy of the President. He or she shall be responsible for coordinating the activities of all Society Committees, and may serve as an ex officio member of any and all Committees. He or she shall perform such other duties as may be assigned by the Board.
SECTION C. The TREASURER shall be responsible for the financial affairs of the Society. He or she shall receive all funds paid to the Society and shall pay all bills incurred by the Society, as authorized by the Board. He or she shall make a report at the annual meeting of the Society on the financial affairs of the Society. He or she shall be bonded as required by the Board and shall perform such other duties as may be assigned by the Board. The Treasurer's signature shall be required on all checks payable to the Society. All checks issued by the Society shall be signed by the Treasurer. All Society checks payable to the Treasurer must be co-signed by the President. All Society funds shall be deposited to the credit of the Society in a financial institution approved by the Board.
SECTION D. The SECRETARY shall prepare minutes of all meetings of the Society and the Board. He or she shall maintain all permanent records of the Society, including minutes of Committee meetings. He or she shall direct the maintenance of an accurate listing of members of the Society, and shall perform such other duties as may be assigned by the Board.
SECTION E. The PAST PRESIDENT shall serve on the Board for the same period as his successor following his or her term as President. In the event of his or her resignation, the Board may reappoint the previous Past President to serve the remainder of the term.
SECTION F. The DIRECTORS, generally, shall strive to achieve the objective of the Society and NALMS. Each Director shall be responsible for preparation and presentation of the pertinent lake and watershed management topics for Board consideration, and shall act upon the business of the Board in a thoughtful and conscientious manner. Directors are expected to take an active role in the promotion and development of the Society.
SECTION G. Regular attendance at Board and Society meetings by all Officers and Directors is expected. In the event of a Board Member's absence at three or more consecutive Board meetings, the Board, at its discretion, may act immediately to declare the absentee Board member's position on the Board as vacant. The vacancy may remain intact for the remainder of the Board's term, or the Board, at its discretion, may act to fill the vacancy with the Society member receiving approval from a majority of the Board's members. The term for this newly filled Board position shall expire at the same time as the Board's term.
ARTICLE VII. COMMITTEES.
SECTION A. Standing Committees of the Society shall be Awards Committee, Membership Committee, Conference Committee, By-Laws Committee. The Standing Committee Chairs and members shall be members of the Board and appointed by the President in consultation with the Board of Directors. Working committees will be established by the Standing Committees to accomplish specific Standing Committee goals.
SECTION B. The President may establish and appoint a special advisory committee having regard only to its competence on the special subject and without regard to membership in the Society.
SECTION C. No committee may expend Society funds without authorization by the Board.
ARTICLE VIII. NOMINATIONS AND ELECTIONS.
SECTION A. Nominations for Officers and Directors for the following year shall be received by the Nominating Committee at least 90 days before the Annual Meeting of the Society. The Committee shall submit a ballot including its nominations to the membership of the Society. The Committee may nominate one or more candidates for each office to be filled. All candidates must be an individual member of the Society.
SECTION B. Officers shall be elected by a plurality vote of the Society members voting.
SECTION C. The Directors shall be elected as those Director candidates receiving the most votes from among all director candidates.
SECTION D. Each Society member shall be considered as only one (1) voting membership, regardless of how many other individuals or groups a member may represent. It is incumbent upon each group and organization which is a member of the Society to determine on its own how to exercise its single voting privilege.
SECTION E. Ballots shall be distributed to all members at least 60 days before the Annual Meeting of the Society, and shall be returned to the chair of the nominating Committee at least 15 days before the date and time of the call-to-order of the Annual Meeting.
SECTION F. Society members may cast one (1) vote by mail, electronic mail, fax or other method except voice for one (1) candidate under each Officer position. Members may cast one (1) vote each for each Director position. Ballots will provide space for a write-in candidate for each Board position.
ARTICLE IX. VACANCIES.
Vacancies for all unexpired terms of the Board shall be filled by elective action of the Board.
ARTICLE X. COMPENSATION.
The Board shall serve without pay, but may be reimbursed actual expenses while conducting Society business, providing that these expenses receive authorization from the Board.
ARTICLE XI. MEETINGS OF THE SOCIETY.
SECTION A. An Annual Meeting of the Society shall be held at a time and place approved by the Board but shall not conflict with NALMS Annual Meeting unless co-hosted. The Secretary shall give at least thirty (30) days notice of the Annual Meeting to the Society membership.
SECTION B. Special meetings shall be called by the President upon written petition of not less than ten percent (10%) of the Society members, or may be called when in the opinion of the President there is business that should be brought before the membership for action prior to the next regular meeting. No business may be transacted at a Special meeting other than that stated in the call. The Secretary shall give members at least fifteen (15) days notice of all special meetings.
SECTION C. A quorum at any authorized Society meeting shall consist of the members present, but shall not consist of less than 10 percent (10%) of the Society's membership.
ARTICLE XII. RULES OF ORDER. All Meetings of the Society and the Board shall be conducted in accordance with the latest edition of "Robert's Rules of Order," except where such conflict with these bylaws.
ARTICLE XIII. FISCAL YEAR. The fiscal year of the Society shall be the calendar year from January 1 to December 31.
ARTICLE XIV. DISSOLUTION. The Society may be dissolved by a two-thirds (2/3) vote of all members responding through mail balloting. If dissolution is favorably acted upon, all assets will be distributed to an organization of the type described in Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.
ARTICLE XV. LIABILITY.
SECTION A. It is implicitly understood that the Society assumes no responsibility or liability for the well-being of any member or representative of a member attending, managing or participating in meetings or any other functions of the Society.
SECTION B. No Officer or Director, former Officer or Director, nor any authorized agent of the Society shall be liable in any manner to the Society or any person or group for any loss or damage sustained as a result of action taken or omitted to be taken by said Officer, Director or agent in good faith, if he or she exercised or used the same degree of care and skill as a prudent person would have exercised or used under the circumstances in the conduct of his or her own affairs.
ARTICLE XVI. REGIONAL CHAPTERS.
SECTION A. The Society members may join together to establish regional chapters in Florida on whatever basis the Society Board may deem advisable. The purpose of these regional chapters shall be to encourage greater participation, broaden the Society's base of support and provide an opportunity for members to become better informed on lake management issues of local interest.
SECTION B. Membership in a regional chapter of the Society is open to individuals who are members of the Florida Lake Management Society.
SECTION C. To be considered by the Society Board for charter as a regional chapter of the Florida Lake Management Society, the proposed regional chapter must submit a list of at least ten (10) paid members, a slate of officers and proposed regional chapter by-laws (in agreement with those of the Florida Lake Management Society). Permanent status of a regional chapter must then be granted by a majority of the Florida Lake Management Society Board of Directors. If membership of the regional chapter falls below ten (10) members, the status of the regional chapter will be determined by the Florida Lake Management Society Board of Directors.
SECTION D. Each regional chapter will elect from the membership a chairperson who will have the responsibility of serving as a non-voting Ex-officio Director representing the regional chapter on the Florida Lake Management Society Board of Directors.
ARTICLE XVII. AMENDMENT OR SUSPENSION PROCEDURES.
SECTION A. Amendment to these bylaws may be initiated by any member to the Bylaws Committee or by a majority of the Board or its executive committee. Proposed amendments shall then be considered by the Bylaws Committee, which shall make a report and recommendation to the membership.
SECTION B. Bylaw amendments shall be presented to members at least thirty (30) days prior to any duly noticed Meeting. A majority of those voting shall be required to adopt amendments.
SECTION C. These bylaws or any part hereof may be suspended by a three-fourths (3/4) majority vote of the members present at any duly noticed meeting of the membership.
Duly adopted at the steering committee on the 31st day of March 1988.
ARTICLE XVIII. NON-DISCRIMINATION
In all of the Society's policies and/or procedures and their application, the Society shall not discriminate with regard to race, color, religion, age, sex, sexual orientation, national origin or sensory or physical handicap.
Attested to: FLORIDA LAKE MANAGEMENT SOCIETY
John Walkinshaw/Sam Arden
This copy represents the eleventh revision of the Bylaws of the Florida Lake Management Society, and is in effect as of June 2012.
HISTORY OF AMENDMENTS
(The most recent amendment of the section is at the top of the Section list)
ARTICLE IV. MEMBERSHIP.
SECTION C. Increases individual dues from $25 to $50. Amendment approved at the June 2016 Annual Conference business meeting.
SECTION C. Increases individual dues from $15 to $25. Amendment approved at the June 2002 Annual Conference business meeting.
SECTION C. The annual membership dues for each of the membership categories shall be as follows:
Individuals $10.00 to $15.00
Not for Profit/Public $25.00 to $35.00
Business/Corporate $50.00 to $65.00
Contributor at least $100.00
Amendment approved at the May 1997 Annual Conference business meeting.
ARTICLE V. BOARD OF DIRECTORS.
SECTION C. Clarifies the position of Ex-officio board members as non-voting, non quorum-counting. Amendment approved at the June 2012 Annual Conference business meeting.
SECTION C. This section provides direction for email voting by the Board. Amendment approved at the June 2011 Annual Conference business meeting.
SECTION C. This Section defines the quorum as the current Board of Directors. The past president and regional chapter chair are not considered in the determination of the quorum but can vote. Amendment approved at the April 1998, annual meeting.
SECTION D. This section defines the term of the Treasurer as beginning and ending on the same cycle as all other officers. It is no longer necessary for the Treasurer position to begin in October since the fiscal year was changed to the calendar year. Amendment approved at the June 2004 Annual Conference business meeting.
SECTION D. Removes limits on service terms of Treasurer to allow experienced volunteers to provide optimum service to the Society. Terms may be set by the Board. Amendment approved at the June 2002 Annual Conference business meeting.
SECTION D. This Section allows the Treasurer to complete the term until the end of the fiscal year. The Treasurer-elect can become familiar with the responsibilities as Treasurer. Amendment approved at the April 1998, annual meeting.
SECTION G. This Section authorizes the Board to employ an Executive Director. The detailed responsibilities and compensation for this position are to be established within the contract for employment negotiated by the Board and Executive Director. Amendment approved at the September 1990 annual meeting.
ARTICLE VI. DUTIES OF OFFICERS AND DIRECTORS.
SECTION A. Removes the duty of preparing the annual report from the President, and replaces it with the responsibility of directing the preparation and delivery, as he/she deems appropriate. Amendments approved at the June 2004 Annual Conference business meeting.
SECTION D. Removes the duties of maintaining the membership list from the Secretary, and replaces it with the responsibility of working with the Administrative Assistant to ensure an accurate list is maintained. Amendments approved at the June 2004 Annual Conference business meeting.
ARTICLE VII. COMMITTEES.
SECTION A. Deletes reference to old specific committee names, allows Board to establish committees as necessary to carry out mission of Society. Gives examples of committees with more descriptive names. Amendments approved at the June 2002 Annual Conference business meeting.
ARTICLE VIII. NOMINATIONS and ELECTIONS.
SECTION A. Deletes redundant sentence. It is understood that the Nominating committee submits nominations to the Society membership. Amendments approved at the June 2002 Annual Conference business meeting.
SECTIONS E and F. Allows for the use of electronic means to communicate the elections material to Society membership. Amendment approved at the June 2002 Annual Conference business meeting.
ARTICLE XIII. FISCAL YEAR.
The fiscal year for purposes of budgeting now coincides with the calendar year. This amendment was approved by electronic vote after the 2003 conference.
This changes the fiscal year from June 30 to September 30 for budget purposes. Amendment approved at the April 1998 annual meeting.
ARTICLE XVI. REGIONAL CHAPTERS.
SECTION D. This section clarifies the position of Ex-officio Directors as non-voting members of the board. Amendment approved at the June 2012 annual meeting.
ARTICLE XVIII. NON-DISCRIMINATION.
The Board added this language to be in compliance with Environmental Fund for Florida and their non-discrimination requirements. Amendment approved at the May 2000 annual business meeting
CONFLICT OF INTEREST POLICY
The purpose of the conflict of interest policy is to protect this tax-exempt organization's interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.
2. Financial Interest
A person has a financial interest if the person had, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the organization has a transaction or arrangement,
b. A compensation arrangement with the organization or with any entity or individual with which the organization has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the organization is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article ill, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exists.
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the organization can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the organization's best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violation of the Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Records of Proceedings
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
a. A voting member of the governing board who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the organization, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Each director, principal officer and member of a committee with governing board delegated powers shall annually affirm, at a called meeting by a roll call, that such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
To ensure the organization operates in manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the organization's written policies, are properly recorded, reflect reasonable inves1ment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.
Use of Outside Experts
When conducting the periodic reviews as provided for in Article VII, the organization may, but need not, use outside advisors. If outside experts are used, their use shall not relieve the governing board of its responsibility for ensuring periodic reviews are conducted.