Recommendations from BOD on the proposed By-Law revisions. Proposed changes 5-11-2020.pdf · by-laws. These suggestions, along with relevant best-practices, were considered in the

Recommendations from BOD on the proposed By-Law revisions.

According to the research conducted by By-Laws Chair, Cindy Brickey, too often organizations such as

FAPPO include provisions in their by-laws that are old-fashioned, unnecessary, redundant, that

complicate rather than streamline governance or that errantly leave out provisional requirements which

are mandated by state statutes or other laws. Examples of items that should not be included are

information that changes frequently and operational processes and procedures on how to carry out the

by-laws. These suggestions, along with relevant best-practices, were considered in the drafting of the

recommended revisions to the By-Laws.

Attached is a clean copy of the proposed By-Laws with all of the recommended changes ‘accepted’,

followed by a copy of the current By-Laws with all the recommended changes in ‘track changes’.

NOTE: in the ‘track changes’ version that Articles highlighted in blue are recommended to be moved to

the Policy & Procedure Manual. Items highlighted in green are recommended to be moved to the

Instruction Manual. There are also Articles that have been moved within the By-Laws into other more

applicable sections.

2020

FLORIDA ASSOCIATION

OF PUBLIC PROCUREMENT

OFFICIALS

Draft 5-12-2020

By-Laws

2 FAPPO By-Laws

Recommended Revisions 5-12-2020

ARTICLE I: NAME, PRINCIPAL OFFICE AND PURPOSE

1. Name The Corporation was formed in 1968 as an association, and incorporated under the laws of the State of Florida on October 28, 1985 as the Florida Association of Public Procurement Officials, Inc., and shall hereinafter be referred to in these By-Laws as "Association", and may be referred to in acronym form as “FAPPO”. 2. Principal Office The principal office location and mailing address of the Association shall be determined by the Board of Directors. 3. Purpose The purpose of the Association is as follows:

a. To foster and promote advancement in the public purchasing profession through study and discussion.

b. To provide a marketplace for exchanging ideas and information designed to the approach of the public purchase in an air of mutual interest.

c. To give taxpayers information on governmental

procurement activities in order to foster interest in public affairs and cooperation between governmental buyers and those they serve.

d. To develop and promote simplified standards and

specifications for governmental buying.

e. To work for the improvement of laws relating to governmental purchasing.

f. To obtain, posses, and disseminate information

pertaining to any and all matters of interest or moment to its members, and to promote the general welfare and prosperity of the State of Florida as a whole.

g. To have and exercise all such powers, as may be

necessary or convenient to the accomplishment of the general objectives herein set out, and to have and exercise all rights, powers, and privileges granted and permitted to not-for-profit corporations by the laws of the State of Florida.

ARTICLE II: MEMBERSHIP

1. Classifications

The Association includes six (6) classifications of membership: Regular, Agency, Transitional, Retired, Academia and Associate.

2. Membership Types

a. Regular membership consists of individuals who are employees of a public agency, or quasi-governmental non-profit agency located within the State of Florida, and who holds a position where their primary responsibilities are specific to procurement or material management activities.

b. Agency membership may be provided for public or quasi-governmental entities consisting of more than one procurement or materials management individuals.

c. Transitional membership is reserved for persons who

have been a Regular or Agency member for a minimum of one (1) year, who are no longer employed by a public entity and are actively attempting to obtain re-employment at a public entity.

d. Retired membership is reserved for all members of the Association who have retired from the public procurement field.

e. Academia (Non-Voting) membership is reserved for

individuals that provide their expert knowledge to FAPPO in the form of “academic activity” or are a full-time student.

f. Associate (Non-Voting) membership is reserved for members of other public procurement associations, national boards, councils and persons who are employees of a public agency, or quasi-governmental non-profit agency located within United States of America or Canada, or individuals who hold a position where their primary responsibilities are specific to procurement or materials management oversight..

3. Membership Dues

Membership dues for individuals and agencies are due and payable on July 1 of each year, or in the case of a new member, in conjunction with their application for membership. Should the Board of Directors recommend a change to the dues, the membership will have the opportunity to vote at a scheduled membership meeting or via other approved voting method. Membership dues shall not be prorated. If dues are paid by an individual, they may be transferred with the individual should they change their employment or membership status. If membership dues were paid by a public or quasi-governmental entity, and the individual ceases employment with that entity, another individual may succeed to the membership without duplicating dues paid for the membership, upon written notification to the Membership Chair.

3 FAPPO By-Laws


4. Termination and Reinstatement of Membership Failure to pay current dues by September 1 shall result in the termination of membership, and forfeiture of all rights to member benefits. Upon failure of member, or member agency to adhere to the professional standards or Code of Ethics of FAPPO, the Board of Directors may, after conducting due process, suspend or revoke any individual’s membership or the agency’s membership.

ARTICLE III: OFFICERS

1. Definition

The Officers of the Association shall consist of President, Vice President, Treasurer, and Secretary. These officers shall perform the duties prescribed by these By-Laws, the Policy and Procedures Manual, the Officer’s, Board and Committee Chair’s Manual and by the parliamentary authority adopted by this Association.

2. Term

The Officers shall be elected to serve one (1) year terms and their term of office shall coincide with the fiscal year.

3. Minimum Requirements

A candidate for office must be a Regular or Agency member, in good standing, for a minimum of three (3) of the last five (5) consecutive years prior to the scheduled election for such office. A candidate for office must hold a professional procurement, contract administration, or materials management certification from a universally recognized professional association or Council at the time of election to any office and for the duration of the term(s) of office, and must have successfully performed as the Chair of one of the following FAPPO Standing Committees: FAPPO Bucks, Finance, Professional Development, Special Event/Banquet, Trade Show and Fall Workshop. Candidate must have attended in person a minimum four (4) Board meetings within the previous three (3) years.

4. Vacancies

Should a vacancy occur in any office, the Board of Directors shall appoint either a current officer or a past president to serve for the duration of the vacated term of office. 5. Officer Membership Status

Should any officer have a change in membership status making them ineligible to serve as an officer, for more than 90 days, that officer shall tender their resignation to the President, or Vice President in the event of membership change of the President. Failure by the officer to tender their resignation will be cause for the Board of Directors to declare the office vacant.

6. Election of Officers Nominations must be submitted to the Association’s Vice President in writing and must be received prior to the scheduled election. The Board of Directors shall set forth the process by which candidate nominations are submitted. Every valid nomination received shall be posted to the Association’s website at least five days prior to the scheduled election and notice of the nominations shall be provided to the membership. Nominations from the floor will not be accepted. If a candidate does not receive a majority vote, of eligible votes, excluding blank votes, after the initial vote, a run-off ballot between the top two candidates will be held. Elections shall be conducted in one of the following, at the discretion of a majority of the Board of Directors:

a. At a scheduled membership meeting; by a majority of the members present;

b. By written ballot mailed to all members by a majority of

the members voting; or c. By any electronic means available to all members of the

Association by a majority of the members voting. No more than one member from a given agency may serve as an officer at the same time. However, if an Officer accepts employment at an agency where another officer is employed, at any time after they are elected, this restriction shall not apply.

ARTICLE IV: DUTIES OF THE OFFICERS

1. President The President shall serve as a member of the Board of Directors and provide leadership to the Board and Association and perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. 2. Vice President The Vice President shall serve as a member of the Board of Directors and assist the President in the leadership of the Board and the Association as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The Vice President becomes President of the Association upon completion of their term of office as Vice President. The Vice President becomes President of the Association upon completion of their term of office. 3. Treasurer The Treasurer shall serve as a member of the Board of Directors and has the fiduciary responsibility of accounting for the

4 FAPPO By-Laws


Association’s finances as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The Board, at its discretion, may procure outside professional services to assist in the accounting of Association funds. The Treasurer becomes Vice President of the Association upon completion of their term of office. 4. Secretary The Secretary shall serve as a member of the Board of Directors and shall maintain the Association records and distribution of correspondences as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The Secretary becomes Treasurer of the Association upon completion of their term of office. 5. Termination Any officer who fails to perform their duties, or is determined to be unfit for their office, abuses Association funds, or violates the policies and ethics established by the Association, may be removed from office. Proceedings shall be in accordance with the Policies and Procedures Manual and by majority vote of the Board of Directors. Any such action, not otherwise addressed in these By-Laws or the Association procedures, shall be governed by Robert’s Rules of Order.

ARTICLE V: BOARD OF DIRECTORS

1. General The Board of Directors shall consist of the current four (4) officers and all Past Presidents who are Regular or Agency members in good standing The affairs of the Association are managed by the Board of Directors. It is their duty to carry out the objectives and purposes of the Association and perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. Additions, changes or deletions to the Policies and Procedures Manual or the Officer’s, Board and Committee Chair’s Manual shall be incorporated after majority vote of the Board of Directors and shall be in accordance with the By-Laws. 2. Contracts The Board of Directors may authorize any Officer, Board of Directors’ member, or other agent of the Association, to enter into or execute any contract on behalf of the Association. However, without such authorization, no person has the power or authority to bind the Association under any contract or agreement, to pledge the Association’s credit, or render the Association liable for any purpose or amount.

3. Compensation Board members do not receive compensation for their services but may be reimbursed for expenses. 4. Termination Any Board of Director member who abuses Association funds or violates the policies or ethics established by the Association may be removed from the Board. Proceedings shall be in accordance with the Policies and Procedures Manual and by a majority vote of the Board of Directors. Any such action not otherwise addressed in these By-Laws or the Association procedures shall be governed by Robert’s Rule of Order.

ARTICLE VI: COMMITTEES

1. Authority The President shall establish or dissolve any committee deemed advisable for the efficient operation of the Association. The President shall be an ex officio member of each committee. 2. Duties Chairs and members shall perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. 3. Standing Committees Committee Chairs shall be appointed by the President, Committee members shall be approved by the President each year. All committee chairs and members shall serve for a one-year period, in conjunction with the fiscal year. Terms for FAPPO representatives on other Boards and Councils are determined by the respective Board or Council. The duties of each of the committees are delineated in the Officer’s, Board and Committee Chair’s Manual. 4. Other Committees and Task Forces The President shall appoint chairs and approve members to all other committees and task forces each year as is necessary to conduct the business of the Association. 5. Termination Any committee or task force chair or member who fails to perform their duties, is determined to be unfit for their office, abuses Association funds, or violates the policies or ethics established by the Association, may be removed from their respective committee or task force.

5 FAPPO By-Laws


ARTICLE VII: MEETINGS

1. Membership Meetings Meetings of the membership are held at least one time per year at times and places determined by the Officers. All members, except those classified as Associate and Academia, may vote on matters of business and elections. Proxy votes are not permitted. At the discretion of the Board, voting may be conducted via:

a. Paper ballot or audible vote at a scheduled membership meeting by a majority of the members present;


the members voting; or c. By any electronic means or digital communications

available to all members of the Association by a majority of the members voting.

Majority vote shall prevail, excluding blank votes. The officiating President shall break any tie votes. 2. Board of Director Meetings Board members must be present or attend via digital communications to vote. A majority of attending Board members must vote on each issue and the majority vote shall prevail. The officiating President’s vote shall break any tie votes. Proxy votes are not permitted. Should a time sensitive or urgent issue occur that requires an immediate Board of Directors decision, and which cannot be deferred to a regularly scheduled Board of Directors meeting, the President, or other Officer, shall notify all members of the Board of Directors of the date and time and the reason for the meeting. Unexcused absences from two (2) consecutive Board meetings per fiscal year may be cause for removal from office or the Board. 3. Special Meetings Special membership meetings may be called at the discretion of the President or upon request of 10% of the membership. The purpose of the meeting shall be stated in the call. At the discretion of the Board, special meetings may be held by digital communications. Should a time-sensitive or urgent issue occur that requires an immediate Board of Directors decision and which cannot be

deferred to a regularly scheduled Board of Directors meeting, the President shall solicit all active Board of Directors members by digital communications. Majority vote shall prevail, excluding blank votes. The officiating President shall break any tie votes. 4. Annual Conference An annual conference may be held at a place and time selected by the Officers. 5. Fall Workshop A Fall Workshop may be held at a place and time selected by the Officers. 6. Quorum A quorum exists when:

a. A majority of Board members are present at Board meetings.

b. A majority of registered members are present at a membership meeting or conference.

c. 15% of eligible members participate via digital

communications or by mail-in ballot.

The Board of Directors reserves the right to postpone or hold a re-vote by any approved method if it determines an under representation of member participation has occurred. 7. Attendees Committee chairs, committee members, and other guests in attendance shall be non-voting participants at all Board of Director’s meetings. The Board of Directors may consider certain items in closed session if the President rules them to be confidential in nature and in the best interest of the Association and its membership. 8. Recording of Minutes Recording devices shall not be used at any meetings except by the Secretary in their official capacity.

ARTICLE VIII, REPRESENTATION ON NATIONAL BOARDS

In support of the UPPCC, NCPPC, NPI, the NIGP Certification Commission, and other national procurement boards and commissions, the President, based on recommendations by the Officers, shall appoint members to represent the Association on these boards and commissions. These appointments shall take place on an as-needed basis to fill vacancies. The term and duties of each of the national board and commission appointees are delineated in the Officer’s, Board and Committee Chair’s Manual.

6 FAPPO By-Laws


ARTICLE IX, CONSULTING AND EXECUTIVE SERVICES

The Association may contract with consultants and other third-party providers to provide executive director, event planning, and other strategic services determined by the Board of Directors to be in the best interest of the Association.

ARTICLE X: FUNDS

1. Insurance The association shall maintain insurance or a fidelity bond for Board members and other agents of the Association including the executive director, who control or disburse funds of the association. The association shall maintain and bear the cost of the insurance or bond. 2. Expenditures and Approval of Payments Expenditures approval and issuance of payments shall be in accordance with the Policies and Procedures Manual. Expenditures require approval of the Board and funds shall be dispersed by check, credit card, electronic transfer, or other approved means. The authorized signature shall be the Officers whose signatures will be registered with the Association’s banking institution. Officers must obtain the signature of another Officer on checks that will be issued to them personally. 3. Issuance of Checks The Treasurer shall pay out Association funds only on written approval by the President or Vice President and within the approved budget line item. 4. Restrictions Placement of Association funds shall be restricted to checking accounts, savings accounts, certificates of deposit, treasury notes or other investment products that are protected by the Federal Deposit Insurance Corporation (FDIC) and approved by the Board of Directors.

ARTICLE XI: ACCOUNTING SERVICES

The Association may contract with a Certified Public Accountant, at the discretion of the Board of Directors, to provide financial reports in accordance with Income Tax Basis Accounting Principles and for any other accounting purposes required.

ARTICLE XII: FISCAL YEAR

The Association’s fiscal year shall be July 1 through June 30.

ARTICLE XIII: INDEPENDENT ASSOCIATION

The Association shall be an independent association and shall not be an affiliate, chapter, subsidiary, or otherwise related to any other National, State or local association, corporation or organization.

ARTICLE XIV, POWERS AND LIMITATIONS

Subject to the provisions and limitations of the State of Florida Division of Corporations Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or these By-Laws, the Association’s activities and affairs shall be managed, and all corporate powers shall be exercised by, or under the direction of, the Board. The Board shall exercise leadership in determining matters of manual and shall delegate to the officers and/or employed executive directors designated by the Board the authority to carry out the day-to-day business affairs of the Association and to implement Board policies and procedures.

Without prejudice to the general powers set forth above, but subject to the same limitations, the Board shall have the following powers:

a. Consider the annual budget presented by any designated Board Committee, make such revisions in the budget as it may deem advisable, and approve a final form of budget.

b. Require annual written reports on operations from any Committees and Task Forces and from any Officer or Executive Director as it deems appropriate.

ARTICLE XV: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order shall govern the Association in all cases in which they are applicable and where they are not inconsistent with these By-Laws or any special rules of order the Association may adopt.

ARTICLE XVI: AMENDMENTS

The By-Laws may be amended at any general membership meeting or other approved voting process by a simple majority vote of the membership, provided a quorum is present.

ARTICLE XVII: DISSOLUTION

On dissolution or final liquidation of the Association, the Board of Directors shall, after paying or making provision for payment of all lawful debts and liabilities of the organization, distribute all the assets of the organization to one or more of the following categories of recipients, as the Board of Directors shall determine:

a. A non-profit organization or organizations which may have been created to succeed the Association, provided such organization or each of such organizations shall qualify as an organization described in Section 501 (c) (3) of the Internal Revenue Code.

7 FAPPO By-Laws


b. A non-profit organization or organizations having similar aims and objectives as the Association and which may be selected as an appropriate recipient of such assets, provided such organizations or each such organizations shall qualify as an organization described in Section 501 (c)(3) of the Internal Revenue Code; and/or

c. A public institution or institutions of higher learning

within the State of Florida, including, but not limited to,

state universities and state/community colleges. Public educational institutions with recognized curriculum, including courses in purchasing, procurement, materials management or public administration, may be given preference over institutions which do not offer such curriculum.

(Remainder of page intentionally left blank)

By-Laws Florida Association of Public Procurement Officials, Inc. Approved May 15, 2019 (Draft 12-311-202019)

2 FAPPO By-Laws

DATE OF ANNUAL MEMBERSHIP BUSINESS MEETING May 15, 2019

Table of Contents

Article / Topic Page

1 Name .................................................................................1

2. Guiding Principles ...........................................................1

3. Code of Ethics ..................................................................1

4. Membership ......................................................................1

5. Officers .............................................................................2

6. Duties of the Officers .......................................................3

7. Membership Meetings ......................................................4

8. Board of Directors ............................................................5

9. Committees ......................................................................6

10. Accounting Services ........................................................6

11. Fund Disbursement ..........................................................6

12. Fund Investment ..............................................................7

13. Parliamentary Authority ...................................................7

14. Amendments ....................................................................7

15. Dissolution .......................................................................7

16. Independent Association .................................................8

17. Fiscal Year ........................................................................8

2 FAPPO By-Laws


ARTICLE I: NAME, PRINCIPAL OFFICE AND PURPOSE

1. Name The Association Corporation which was formed in 1968 as an association, and incorporated under the laws of the State of Florida on October 28, 1985 shall be known as the Florida Association of Public Procurement Officials, Inc., and shall hereinafter be referred to in these By-Laws as "Association", and may be referred to in acronym form as “FAPPO” in formal/informal correspondence and its Website. 2. Principal Office The principal office location and mailing address of the Association shall be determined by the Board of Directors. 3. Purpose The purpose of the Association is as follows:

a. To foster and promote advancement in the public purchasing profession through study and discussion.

b. To provide a marketplace for exchanging ideas and information designed to the approach of the public purchase in an air of mutual interest.

c. To give taxpayers information on governmental procurement activities in order to foster interest in public affairs and cooperation between governmental buyers and those they serve.

d. To develop and promote simplified standards and specifications for governmental buying.

e. To work for the improvement of laws relating to governmental purchasing.

f. To obtain, posses, and disseminate information pertaining to any and all matters of interest or moment to its members, and to promote the general welfare and prosperity of the State of Florida as a whole.

g. To have and exercise all such powers, as may be necessary or convenient to the accomplishment of the general objectives herein set out, and to have and exercise all rights, powers, and privileges granted and permitted to not-for-profit corporations by the laws of the State of Florida.

ARTICLE II: GUIDING PRINCIPLES

1. Mission

To promote the achievement of excellence in public procurement and professional development through education, certification, and networking of its membership. 2. Vision

To be the leading professional association promoting the best practices of public procurement. 3. Core Values

FAPPO leadership shall adhere to the following core values:

a. Ethics b. Professionalism c. Diversity d. Leadership e. Continuing Education f. Service to Stakeholders

4. Strategic Priorities The Board of Directors will establish a strategic plan for the association to support the Association’s guiding principles. The strategic plan will be revised periodically to meet the needs of the organization.

To achieve these goals, FAPPO will maintain the following Strategic Priorities:

a. Provide value to members, strategic partners, exhibitors/suppliers

b. Professional Development and Education c. Fiscal Management d. Governance

ARTICLE III: CODE OF ETHICS

The Code of Ethics as approved by the Board of Directors shall govern the conduct of each member of the Association.

ARTICLE II: MEMBERSHIP

1. Classifications

The Association includes six (6) classifications of membership: Regular, Agency, Transitional, Honorary Retired, Academia and Associate.

2. Voting Rights

All members may vote on matters of business and elections. Proxy votes are not permitted. Members must be present to vote during business sessions and elections.

3. Application for Membership

Application for membership shall be submitted by the applicant to the Executive Director. The Board of Directors shall make eligibility decisions regarding any applications which may be in question.

2. Membership Types

a. Regular membership consists of individuals who are employees of a public agency, or quasi-governmental non-profit agency located within the State of Florida, and who holds a position as a professional procurement officer, or other related position, and students or

3 FAPPO By-Laws


professors in the field of study of Public Administration or Public Procurement where their primary responsibilities are specific to procurement or material management activities.

b. Agency membership may be provided for public or quasi-governmental entities consisting of more than one procurement individual or materials management individuals., with membership dues to be on a sliding scale in accordance with the number of individuals registered.

c. Transitional membership is reserved for persons who

have been a Regular or Agency member for a minimum of one (1) year, who are no longer employed by a public entity and are actively attempting to obtain re-employment at a public entity. A member requesting transitional membership status must apply to the Membership Chair within sixty (60) days of their date of termination of employment, for consideration of approval of the Board of Directors. If approved, dues shall be “gratis”. When a transitional member is re-employed with a public agency, the member must apply for Regular Agency membership within one (1) month. Transitional membership shall be limited to a one (1) fiscal year period. Current President may approve application pending final approval of the Board of Directors at the next regularly scheduled Board Meeting

d. Honorary Retired membership is reserved for all members of the Association, as well as members of other public procurement associations, who have retired from the public procurement field., unless otherwise ineligible. Honorary membership is also reserved for current Board Members of the National Council for Public Procurement and Contracting (NCPPC). Honorary membership must be approved by the Board of Directors and dues shall be “gratis”. Additional fees may be waived at the discretion of the Board of Directors Current President may approve application pending final approval of the Board of Directors at the next regularly scheduled Board Meeting.

e. Academia (Non-Voting) membership is to promote the

development of the procurement profession and is reserved for individuals that provide their expert knowledge to FAPPO in the form of “academic activity” or are a full time student.. Academic Activity is defined as an activity conducted for the benefit of FAPPO, which can include the following activities: lecturing, teaching, consulting, conducting research, attending meetings, symposia, seminars, readings, performances, or otherwise sharing knowledge. Academia working at or students attending colleges, universities and other educational institutions in the field of public procurement, supply management, business or public administration may be considered. Academia membership must be approved by the Board of Directors each year and dues may be “gratis” and waived at the discretion of the Board of Directors.

f. Associate (Non-Voting) membership is reserved for

members of other public procurement associations. national boards, councils and persons who holds are employees of a public position in a public agency, or quasi-governmental non-profit agency located within United States of America or Canada, and or individuals who hold a position where their primary responsibilities are specific to procurement or materials management oversight..as a professional procurement officer, or other related position, and wish to have a FAPPO membership affiliation. Current President may approve application, pending final approval of the Board of Directors at the next regularly scheduled Board Meeting and dues shall be in accordance of Tier 1 of the Membership Fee.

5. Members Performing Consulting Services

a. A member may perform procurement, business or other

professional consulting services for/to a public or private entity, provided the member is not involved in sales or direct marketing to Association members. The Board of Directors reserves the right to review each such engagement on a case-by-case basis; and may, when deemed appropriate, revoke any membership after a thorough review and majority vote.

b. Ineligibility

Any person employed in the private sector who sells, markets, or promotes services or commodities which may be procured by an Association member on behalf of a public entity is considered ineligible for membership in the Association. Exception: Procurement Consulting per Section 5a above.

c. It shall be the duty of the Association, through its Board of Directors, to apply the rules of eligibility, in a fair and impartial manner to the end that the membership shall consist of persons whose interest in the Association is the enhancement of their knowledge and skills in the public procurement and materials management profession.

3. Membership Dues

Membership dues for individuals and agencies are due and payable on July 1 of each year, or in the case of a new member, in conjunction with his/hertheir application for membership. Providing the membership dues remain the same, the dues will automatically be renewed each year. Should the Board of Directors recommend a change to the dues, the membership will have the opportunity to vote on the change in dues at the Annual Conferencea scheduled business membership meeting or via other approved voting method. Membership dues may shall not be prorated.

4 FAPPO By-Laws


If membership dues were personally paidare paid by an individual, they may be transferred with the individual should they change their employment or membership status. If membership dues were paid by a public or quasi-governmental entity, and the individual ceases employment with their that entity, another individual may succeed to the membership without duplicating dues paid for the membership, upon written notification to the Membership Chairperson. 4. Termination and Reinstatement of Membership Failure to pay current dues by September 1 shall result in the termination of membership, and shall forfeitforfeiture of all rights to member benefits. Upon written complaint of failure of another member, or member agency to adhere to the professional standards or Code of Ethics of FAPPO, with due process, the Board of Directors may, for cause, after conducting due process, suspend or revoke any individual’s membership or the public agency’s membership. “Cause” shall include, but not be limited to; violations of any provision of the FAPPO Code of Ethics, other conduct detrimental to the achievement of the Association’s purposes, or conduct tending to bring the Association into disrepute among its members or the public. The written complaint shall be forwarded to the accused and to all FAPPO Board members at least thirty (30) calendar days prior to a hearing. The accused may waive the right to a hearing in writing. Following the hearing, or subsequent to a written notice from the accused waiving his/her rights for a hearing, the Board shall determine its course of action. Such action requires a two-thirds vote of the entire Board. The final decision will be communicated in writing to the accused party.

ARTICLE III: OFFICERS

1. Definition

The Officers of the Association shall be aconsist of President, a Vice President, a Treasurer, and a Secretary. These officers shall perform the duties prescribed by these By-Laws, the Policy and Procedures Manual, the Officer’s, Board and Committee Chair’s Manual and by the parliamentary authority adopted by this Association.

2. Term

The Officers shall be elected to serve one (1) year terms, and their term of office shall coincide with the fiscal year.

3. Minimum Requirements

A candidate for office must be a Regular or Agency member, in good standing, for a minimum of three (3) of the last five (5) consecutive years prior to the scheduled election for such office.

A candidate for office must hold a professional procurement, contract administration, or materials management certification from a universally recognized professional association or Council at the time of election to any office and for the duration of the term(s) of office, and must have successfully performed as the Chair of one of the following FAPPO Standing Committees: FAPPO Bucks, Finance, Professional Development, Special Event/Banquet, Trade Show and Fall Workshop. Candidate must have attended in person a minimum four (4) Board meetings within the previous three (3) years. (this will become effective July 1, 2018 for the nominated candidate(s) for the 2019-2020 year).

4. Vacancies

Should a vacancy occur in any office, the Board of Directors shall appoint either a current officer or one of thea pPast pPresidents to serve for the duration of the vacated term of office. This may be accomplished by either a special meeting of the Board of Directors or a series of conference telephone calls or E-mails obtaining an affirmative vote of not less than a majority of the Board of Directors’ current members. Results of such actions shall be duly recorded by the senior officer of the Association. This appointment will terminate at fiscal year-end. 5. Officer Membership Status

Should any officer have a change in membership status making them ineligible to serve as an officer, for more than 90 days, that officer shall tender their resignation to the President, or Vice President in the event of membership change of the President. employment which would affect his/her membership status, as set forth in conditions for membership, Article 4, Section a, that officer shall tender his/her resignation within four (4) months to the Secretary, or to the President in the case of a resignation by the Secretary. Failure to do so by the officer to tender their resignation will be cause for the Board of Directors to declare the office vacant. and the President shall treat the vacancy according to Article 5, Section 4. 6. Election of Officers Nominations must be submitted to the Association’s Vice President in writing, and must be received prior to the scheduled election.by March 1.. The Board of Directors shall set forth the process by which candidate nominations are submitted.. Each nomination must include a completed Nomination for Officer form, letter of support from the nominee’s supervisor on their entity’s letterhead, Candidate Certification form, Resume, proof of chairing a committee, and proof of professional certification. Every valid nomination received shall be posted to the Association’s website by March 15 at least five days prior to the scheduled election, and notice of the nominations shall be provided to the membershipa hard-copy shall be provided to each member attending the Annual Conferenceand Trade Show upon checking-in at the Registration Desk.

5 FAPPO By-Laws


Nominations from the floor will not be accepted. The election of any officer shall be determined by If a candidate does not receive a majority vote ,at the Annual Conference. If none of the candidates receive a majority (50% plus 1 vote) of votes of eligible votes, excluding blank votes,on the first ballot after the initial vote, a run-off ballot between the top two candidates will be held. Elections shall be conducted in one of the following, at the discretion of a majority of the Board of Directors:

a. At a scheduled membership meeting; by a majority of the members present;


the members voting; or c. By any electronic means available to all members of the

Association by a majority of the members voting. No more than one member from a given agency may serve as an officer at the same time. However, if an Officer accepts employment at an agency where another officer is employed, at any time after they are elected, this restriction shall not apply.

ARTICLE IV: DUTIES OF THE OFFICERS

1. President The President shall serve as a member of the Board of Directors and provide leadership to the Board and Association and perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The President shall preside at all meetings of the Association and shall perform the following duties: Call to order and preside at the Annual Conference and Tradeshow, Fall Workshop, and all Board of Directors meetings. Prepare an agenda for each Board of Directors meeting. Appoint all committees necessary for the proper operation of the Association. The President shall serve as an ex officio member of all appointed committees. Finalize all reservations and Annual Conference arrangements, including banquet and entertainment, a minimum of 120 days prior to the Annual Conference and Tradeshow. Call a Board of Directors meeting 60 to 120 days in advance of the Annual Conference and Tradeshow. The primary purpose shall be to review the Annual Conference and Tradeshow Program, receive officer and committee reports and finalize all arrangements, details and schedules pertaining to the Annual Conference and Tradeshow. Report the general welfare and status of the Association to members at the Annual Business Meeting held during the Annual Conference and Tradeshow. At such time as requested by State Purchasing or other State, Federal or local authority, the President shall: 1. Appoint a special delegation or task force as requested.

2. Act as liaison for communications between the initiating authority and the Association. g. Shall present a budget to the Board of Directors based on projected revenues and expenses, and current reserves. 2. Vice President The Vice President shall serve as a member of the Board of Directors and assist the President in the leadership of the Board and the Association as defined in the Policies and Procedures Manual. and the Officer’s, Board and Committee Chair’s Manual. The Vice President becomes President of the Association upon completion of his/her their term of office as Vice President The Vice President becomes President of the Association upon completion of his/hertheir term of office. as Vice President and shall perform the following duties: Preside at all Board of Directors meetings when the President is absent and at any other meetings as directed by the President. He/she shall perform all duties of the President should that office become vacant, until the Board of Directors can act in accordance with Article 5, Section 4. Attend all Board of Directors meetings, Annual Conference and Tradeshow and Fall Workshop meetings. Serve as Chairperson of the Nominating Committee. Assist the President throughout the year in any duties as called upon. Serve as Program Chairperson of the Annual Conference and Tradeshow. Prepare a program draft and all program details in time for the Board of Directors Meeting, called in accordance with Article 6, Section 1 (d), normally, not less than four (4) months in advance of the Annual Conference and Tradeshow. Re-confirm all Annual Conference Program speakers, panel chairpersons, etc., no less than two (2) months in advance of the Annual Conference and Tradeshow. f. Coordinate arrangements for use of Annual Conference meeting rooms, special programs, etc., during the Annual Conference and Tradeshow. Act as liaison between hotel personnel and the members and their guests. g. Assure, through the Secretary or Webmaster, a first mailing to the membership, formally announcing the Annual Conference and Tradeshow, giving time, place, program schedule, and other Annual Conference information, a minimum of eight (8) weeks in advance of the Annual Conference and Tradeshow. h. Assure, through the Secretary or Webmaster, that a reminder of the Annual Conference and Tradeshow is sent to the membership, including all pertinent information, four (4) weeks in advance of the Annual Conference and Tradeshow.

6 FAPPO By-Laws


i. Announce a site location for the following year’s Annual Conference and Tradeshow twelve (12) months in advance. j. Assume responsibilities of any vacant committee chairperson for the balance of the year or until a new chairperson is appointed by the President. 3. Treasurer The Treasurer shall serve as a member of the Board of Directors and has the fiduciary responsibility of accounting for the Association’s finances as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The Board, at its discretion, may procure outside professional services to assist in the accounting of Association funds. The Treasurer becomes Vice President of the Association upon completion of his/hertheir term of office. as Treasurer. and shall perform the following duties:

a. Attend the Annual Conference and Tradeshow, Fall Workshop, and all meetings of the Board of Directors.

b. Assist the President with preparation of the budget. c. Establish and maintain day-to-day financial operating

accounts. The Treasurer and one additional Officer shall be required to sign checks on all financial operating accounts.

d. Remit all payments to payees on a timely basis. e. Keep an itemized account of all receipts and

disbursements. f. Prepare and present a financial report of all transactions

and balances at each Board of Directors Meeting and to the general membership at the Annual Conference and Tradeshow.

g. Ensure that each of the officers and the Executive Director are bonded.

4. Secretary The Secretary shall serve as a member of the Board of Directors and shall maintain the Association records and distribution of correspondences as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. The Secretary becomes Treasurer of the Association upon completion of his/hetheir term of office office.as Secretary and shall perform the following duties:

a. Attend the Annual Conference and Tradeshow, Fall

Workshop, and all meetings of the Board of Directors. b. Prepare minutes of the proceedings of all Board of

Directors Meetings and all business meetings, which shall be mailed to all Board of Directors members along with copies of all handouts, for review and comment within a reasonable time, as directed by the President.

c. Conduct all correspondence necessary to the business of the Association, including notification to the membership of all meetings and any other necessary information.

d. Write, edit and distribute the Association Newsletter. e. Ensure that the Registration Desk is staffed during the

Annual Conference and Tradeshow and the Fall Workshop.

5. Failure to Perform DutiesTermination Any officer who fails to perform their duties, or is determined to be unfit for his/hertheir office, abuses Association funds, or violates the policies and ethics established by the Association, may be deposed (removed) from office. Proceedings shall be in accordance with the Policies and Procedures Manual and by majority vote of the Board of Directors. Any such action, not otherwise addressed in these By-Laws or the Association procedures, shall be governed by Robert’s Rules of Order. Roberts Rules of Order shall be followed regarding all hearings (trials) and proposed disciplinary actions. Such hearings shall be closed meetings of the Board of Directors in executive session in which no minutes shall be taken, and recording devices will not be permitted. Board members shall not be permitted to attend said hearing via teleconference. 6. Other Duties The duties of each of the officers are further delineated in the Officers and Committee Chairperson’s Manual. 7. Abuse or Violation of Ethics and/or Policy Any member of the Board of Directors or Committee Chairperson or Committee Member who abuses Association funds or violates the policies and/or ethics established by the Association and/or the Board of Directors may be removed from office by a majority vote of the Board of Directors. Any such action shall be governed by Robert’s Rules of Order.

ARTICLE V: BOARD OF DIRECTORS

1. General The Board of Directors shall consist of the current four (4) officers and all Past Presidents who are Regular or Agency members in good standing as voting members. The affairs of the Association are managed by the Board of Directors. It is their duty to carry out the objectives and purposes of the Association and perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. Additions, changes or deletions to the Policies and Procedures Manual or the Officer’s, Board and Committee Chair’s Manual shall be incorporated after majority vote of the Board of

Directors and shall be in accordance with the By-Laws. 2. Contracts

7 FAPPO By-Laws


The Board of Directors may authorize any Officer, Board of Directors’ member, or other agent of the Association, to enter into or execute any contract on behalf of the Association. However, without such authorization, no person has the power or authority to bind the Association under any contract or agreement, to pledge the Association’s credit, or render the Association liable for any purpose or amount. 3. Compensation Board members do not receive compensation for their services, but may be reimbursed for expenses. 4. Termination Any Board of Director member who abuses Association funds or violates the policies or ethics established by the Association may be removed from the Board. Proceedings shall be in accordance with the Policies and Procedures Manual and by a majority vote of the Board of Directors. Any such action, not otherwise addressed in these By-Laws or the Association procedures shall be governed by Robert’s Rule of Order. The Board of Directors shall perform the following duties: Set policy(ies) for the ethical, economic, effective, and efficient functioning of the Association. Establish and revise as necessary the Code of Ethics. Meet prior to the Annual Conference and Tradeshow to review plans for the Conference and take any steps necessary to insure its success. Conduct all interim business of the Association and all other business, not requiring the vote of the membership. Make recommendations to the membership for changes in its By-Laws, or other matters which require the vote of the membership. Set the budget, addressing the expenditure of funds for Annual Conference and Tradeshow, Fall Workshop and all other activities for the fiscal year. Contract for the services of a person(s) and/or management firms as determined to be in the best interest of the Association. Clear Scope of Services or Duties shall be included in the contract. Meet at the call of the President, upon notification of the Board of Directors members. Approve changes to the Officers and Committee Chairperson’s Manual and the Policies and Procedures Manual.

ARTICLE VI: COMMITTEES

1. Authority The President shall appoint establish or dissolve any committee deemed advisable for the efficient operation of the Association. The President shall be an ex officio member of each committee. 2. Duties Chairs and members shall perform duties as defined in the Policies and Procedures Manual and the Officer’s, Board and Committee Chair’s Manual. 3. Standing Committees Committee Chairs shall be appointed by the President, Committee members shall be approved by the President each year. All committee chairs and members shall serve for a one year period, in conjunction with the fiscal year., with the exception of AEP Representatives, UPPCC Representatives and NCPPC Representative that Terms for FAPPO representatives on other Boards and Councils are determined by the respective Board or Council.are longer terms. The duties of each of the committees are delineated in the Officer’s, Board and Committee Chairperson’s Manual. The following standing committees shall be appointed by the President each year:

1. Awards 2. By-Laws 3. Financial Review 4. Membership Outreach 5. Education/Professional Development 6. Trade Show

4. Other Committees and Task Forces The President shall appoint chairs and approve members to all other committees and task forces each year as is necessary to conduct the business of the Association. 5. Termination Any committee or task force chair or member who fails to perform their duties, is determined to be unfit for their office, abuses Association funds, or violates the policies or ethics established by the Association, may be removed from their respective committee or task force. 3. Representation on National Boards

a. In support of the UPPCC (Universal Public Procurement Certification Council) FAPPO’s representatives on the Board of Examiners shall consist of two (2) members as follows: one (1) member who holds a CPPO certification, and one (1) member who holds a CPPB certification. The

8 FAPPO By-Laws


appointment shall be for a three (3) year period, and is renewable in accordance with UPPCC guidelines. The UPPCC Committee members will be appointed by the current President based on a recommendation by the current officers, and the immediate Past President. This appointment shall take place, as needed, during a meeting of the Board of Directors.

a. In support of the NCPPC (National Council for Public

Procurement and Contracting), FAPPO’s representative shall be appointed to a three (3) year term. The NCPPC Committee member will be appointed by the current President based on a recommendation by the current officers, and the immediate Past President. This appointment shall take place, as needed, during a meeting of the Board of Directors.

b. As a sponsor of the National Procurement Institute’s (NPI) Achievement of Excellence in Procurement (AEP) Award Program, FAPPO shall assign two (2) Representatives. Each Representative shall serve a 4-year term. The four (4) year terms will run from September 1st through August 31st. The two members shall not rotate off of the committee at the same time; however, they shall serve three of their four (4) year terms together for continuity purposes, when possible. AEP Awards Committee members will be appointed by the current President based on a recommendation by the current officers and the immediate Past President. This appointment shall take place, as needed, during a meeting of the Board of Directors.

ARTICLE VII: MEMBERSHIP MEETINGS

1. Membership Meetings Meetings of the membership are held at least one time per year at times and places determined by the Officers. All members, except those classified as Associate and Academia, may vote on matters of business and elections. Proxy votes are not permitted. At the discretion of the Board, voting may be conducted via:

a. Paper ballot or audible vote at a scheduled membership meeting; by a majority of the members present;


the members voting; or c. By any electronic means or digital communications

available to all members of the Association by a majority of the members voting.

Majority vote shall prevail, excluding blank votes. The officiating President shall break any tie votes.

2. Board of Director Meetings Board members must be present or attend via digital communications to vote. A majority of attending Board members must vote on each issue and majority vote, excluding blank votes, shall prevail with the officiating President voting to break any tie votes. OR A majority of attending Board members must vote on each issue and the majority vote shall prevail. The officiating President’s vote shall break any tie votes. Proxy votes are not permitted. Should a time sensitive or urgent issue occur that requires an immediate Board of Directors decision, and which cannot be deferred to a regularly scheduled Board of Directors meeting, the President, or other Officer, shall notify all members of the Board of Directors of the date and time and the reason for the meeting. Unexcused absences from two (2) consecutive Board meetings per fiscal year may be cause for removal from office or the Board. 3. Special Meetings Special membership meetings may be called at the discretion of the President or upon request of 10% of the membership, at least three (3) weeks in advance thereof. The purpose of the meeting shall be stated in the call. At the discretion of the Board, special meetings may be held by digital communications. Should a time-sensitive or urgent issue occur that requires an immediate Board of Directors decision and which cannot be deferred to a regularly scheduled Board of Directors meeting, the President shall solicit all active Board of Directors members electronicallyby digital communications. The President shall provide the Board of Directors members with sufficient background and information upon which to make a decision in the matter and shall state a specific date and time for voting on each issue. A minimum of ten (10) votes, three (3) of which must be from current officers, must be cast on each issue, and majority Majority vote shall prevail, excluding blank votes. The officiating President shall break any tie votes.. All votes shall be recorded by the Association Secretary. 4. Annual Conference and Tradeshow An annual meeting conference may be held during the fourth quarter of each fiscal year at a place and time selected by the PresidentOfficers, and shall be designated the Annual Conference and Tradeshow. 5. Fall Workshop

9 FAPPO By-Laws


A Fall Workshop may be held during the second quarter of each fiscal year at a place and time selected by the PresidentOfficers. 6. Quorum A quorum exists when:

a. A majority of Board members are present at Board meetings.

b. A majority of registered members are present at a membership meeting or conference.

c. 15% of eligible members participate via digital communications or by mail ballot.

d. The Board of Directors reserves the right to postpone or hold a re-vote by any approved method if it determines an under representation of member participation has occurred.

At any membership meeting, Annual Conference or Fall Workshop, a quorum shall consist of fifty (50) members, three (3) of which shall be officers of the Association. Eight (8) voting members, three (3) of which shall be officers of the Association, shall constitute a quorum for any meeting of the Board of Directors. 7. Attendees Committee chairs, committee members, and other guests in attendance shall be non-voting participants at all Board of Director’s meetings. The Board of Directors may consider certain items in closed session if the President rules them to be confidential in nature and in the best interest of the Association and its membership. 8. Recording of Minutes Recording devices shall not be used at any meetings, except by the Secretary in their official capacity. of recording minutes shall record the proceedings of all business meetings. Access to these recordings is prohibited except by consent of the Board of Directors. The use of recorders by the general membership is prohibited and shall be so announced at the commencement of all meetings. 4. Gratis Rooms The current officers shall receive gratis rooms at the Annual Conference and Tradeshow, and the Fall Workshop. At the President’s discretion, gratis rooms may be provided to a limited number of individuals, in the best interest of the Association. 5. Membership Directory A Membership Directory may be provided to Trade Show exhibitors at no cost.

Membership Directories, either via electronic media or hard copy, may be sold upon receipt of payment. The Board of Directors shall determine the selling price, if any. 7. Members’ Behavior Each member is responsible for their behavior and that of their guests at all of the Association’s meetings/functions.

ARTICLE VIII, REPRESENTATION ON NATIONAL BOARDS

In support of the UPPCC, NCPPC, NPI, the NIGP Certification Commission, and other national procurement boards and commissions, the President, based on recommendations by the Officers, shall appoint members to represent the Association on these boards and commissions. These appointments shall take place on an as-needed basis to fill vacancies. The term and duties of each of the national board and commission appointees are delineated in the Officer’s, Board and Committee Chair’s Manual.

ARTICLE IX, CONSULTING AND EXECUTIVE SERVICES

The Association may contract with consultants and other third-party providers to provide executive director, event planning, and other strategic services determined by the Board of Directors to be in the best interest of the Association.

ARTICLE X: FUNDS DISBURSEMENT

1. Bonding of Officers and the Executive Director All officers and the Executive Director shall be bonded to the extent determined by the Board of Directors incident to the handling of Association funds. The cost of the bonds shall be borne by the Association. 1. Crime Insurance All Board members and other agents of the Association, such as the executive director, shall be insured to the extent determined by the Board of Directors in regards to handling of Association funds and any liability asserted against or incurred by any Board Member or agent in such capacity or arising from the Board member’s or agent’s status as such. The cost for such crime insurance shall be borne by the Association. OR The association shall maintain insurance or a fidelity bond for Board members and other agents of the Association, including the executive director, who control or disburse funds of the association. The amount of insurance shall be determined by the Board and the cost for such crime insurance shall be borne by the Association.The association shall maintain and bear the cost of the insurance or bond.

10 FAPPO By-Laws


2. Expenditures and Approval of Payments Expenditures approval and issuance of payments shall be in accordance with the Policies and Procedures Manual. Expenditures require approval of the Board and funds shall be dispersed by check, credit card, electronic transfer, or other approved means. The authorized signature shall be the Officers whose signatures will be registered with the Association’s banking institution. Officers must obtain the signature of another Officer on checks that will be issued to them personally. 2. Issuance of Checks The Treasurer shall pay out Association funds only on written order of the applicable committee chairperson approval by the President or Vice President and within the approved budget line item., or as otherwise authorized by the President; provided that such payments shall be made by check, credit card or electronic payment. Checks shall not be issued unless signed by two officers of the Association. 3. Expenditures Officers, committee chairs, or committee members shall not be reimbursed for expenditures in excess of specific budget allowance, unless such expenditures have received approval from the President. 3. Restrictions Placement of Association funds shall be restricted to checking accounts, savings accounts, certificates of deposit, treasury notes, or and such other types of investments products that are protected by the Federal Deposit Insurance Corporation (FDIC) and approved by the Board of Directors. 4. Accounting Procedures Income Tax Basis accounting procedures shall be utilized in reporting all financial transactions. 5. Procurement Cards Procurement cards may be issued to committees with the President’s approval. Purchases made with the procurement card shall not exceed the line item budget allowance for expenditures. All cardholders shall adhere to the Purchasing Card Policies and Procedures. The Treasurer has the authority to audit expenditures and inform the Board of Directors of any suspected abuse. 6. Travel Policy Travel to any conferences, meetings, conventions, etc., must be approved by the Board of Directors prior to travel and/or commitment of funds. All members of the Association are to make every effort to have travel funded by their respective agencies. All travel by members must be approved by the

President, or in case of the President by the Vice President. Failure to comply may result in all or some of the travel cost made by the member to be rejected. Any member traveling using Association funds is required to submit a Travel Expense Report to the Treasurer within ten (10) calendar days upon return of trip. All Association funded travelers are required to sign the Travel Policy Agreement, and shall adhere to the Travel Policy established by the Board of Directors.

ARTICLE XII: FUND INVESTMENT

2. Security Investment papers and such other items as may be agreed on shall be retained by the Accountant. Property secured in such facility shall be inventoried annually by the Treasurer and Financial Review Committee. 3. FDIC Insured At least seventy-five (75%) percent of reserve funds shall be deposited as savings in an institution which operates under supervision of the Federal Deposit Insurance Corporation or other government regulated corporation. 4. Non-FDIC Investments A maximum of twenty-five (25%) percent of reserve funds may be deposited or invested in an institution which operates under the laws and principals as established by the Securities and Exchange Commission (SEC) or other appropriate government regulated corporation. Investments in this category shall be presented by the Financial Committee at a regularly scheduled Board of Directors meeting. Investment must have a majority vote by the Board of Directors. 5. Funds Transfer The transfer of any funds between accounts within a financial depository and between depositories must first have the approval of the President and his/her Presidential Advisors.

ARTICLE XI: ACCOUNTING SERVICES

The Association may contract with a Certified Public Accountant, at the discretion of the Board of Directors, to provide financial reports in accordance with Income Tax Basis Accounting Principles and for any other accounting purposes required.

ARTICLE XII: FISCAL YEAR

The Association’s fiscal year shall be July 1 through June 30.

ARTICLE XIII: INDEPENDENT ASSOCIATION

The Association shall be an independent association and shall not be an affiliate, chapter, subsidiary, or otherwise related to

11 FAPPO By-Laws


any other National, State or local association, corporation or organization.

ARTICLE XIV, POWERS AND LIMITATIONS

Subject to the provisions and limitations of the State of Florida Division of Corporations Law and any other applicable laws, and subject to any limitations of the Articles of Incorporation or these By-Laws, the Association’s activities and affairs shall be managed, and all corporate powers shall be exercised by, or under the direction of, the Board. The Board shall exercise leadership in determining matters of manual and shall delegate to the officers and/or employed executive directors designated by the Board the authority to carry out the day-to-day business affairs of the Association and to implement Board policies and procedures.

Without prejudice to the general powers set forth above, but subject to the same limitations, the Board shall have the following powers:

a. Consider the annual budget presented by any designated Board Committee, make such revisions in the budget as it may deem advisable, and approve a final form of budget.

b. Require annual written reports on operations from any Committees and Task Forces and from any Officer or Executive Director as it deems appropriate.

ARTICLE XV: PARLIAMENTARY AUTHORITY

The rules contained in the current edition of Robert’s Rules of Order shall govern the Association in all cases in which they are applicable and where they are not inconsistent with these By-Laws or any special rules of order the Association may adopt.

ARTICLE XVI: AMENDMENTS

The By-Laws may be amended at any general membership business meeting or other approved voting process by a simple majority vote of the membership, provided a quorum is present.

ARTICLE XVII: DISSOLUTION

On dissolution or final liquidation of the Association, the Board of Directors shall, after paying or making provision for payment of all lawful debts and liabilities of the organization, distribute all the assets of the organization to one or more of the following categories of recipients, as the Board of Directors shall determine:

a. A non-profit organization or organizations which may have been created to succeed the Association, provided such organization or each of such organizations shall qualify as an organization described in Section 501 (c) (3) of the Internal Revenue Code.

b. A non-profit organization or organizations having similar aims and objectives as the Association and which may be selected as an appropriate recipient of such assets, provided such organizations or each such organizations shall qualify as an organization described in Section 501 (c)(3) of the Internal Revenue Code; and/or

c. A public institution or institutions of higher learning

within the State of Florida, including, but not limited to, state universities and state/community colleges. Public educational institutions with recognized curriculum, including courses in purchasing, procurement, materials management or public administration, may be given preference over institutions which do not offer such curriculum.

Documents

Recommendations from BOD on the proposed By-Law revisions. Proposed changes 5-11-2020.pdf · by-laws. These suggestions, along with relevant best-practices, were considered in the