SEVENTH AMENDED AND RESTATED BYLAWS
FLORIDA ACADEMY OF COLLABORATIVE PROFESSIONALS, INC.
Florida Academy of Collaborative Professionals, Inc. (the “Corporation”) is organized exclusively for education purposes under Section 501(c)(3) of the Internal Revenue Code. In furtherance of such purposes, the Corporation fosters assistance, support and educational opportunities to its members and, thereby, to the local interdisciplinary practice groups in Florida (“Practice Groups”), comprised of professionals who seek to assist parties in resolving disputes through the Collaborative Process without court intervention, and to the public. The Collaborative Process seeks to encourage mature, cooperative and non-adversarial behavior among interdisciplinary professionals and clients while helping them reach an efficient, mutually agreeable settlement of issues.
2.1 Regular Member. Any member in good standing (“Practice Group Member”) of a Practice Group approved by the Corporation pursuant to Article VII (“Practice Groups”), shall be eligible to be a member of the Corporation (“Regular Member”), upon payment of the Membership Fees, as defined below. Any Regular Member who ceases to be a Practice Group Member in good standing of a Member Practice Group shall no longer be a Regular Member. Reinstatement as a Practice Group Member of a Member Practice Group automatically reinstates the Practice Group Member as a Member provided that the Practice Group Member is current in the payment of Membership Fees (as defined below).
2.2 Credentialed Member. A Credentialed Member is any member in good standing who qualifies under the standards for Credentialing and is granted the Accredited Collaborative Professional designation by the Board of Directors. All Credentialed Members shall have the same rights as Regular Members, except they shall also be designated as an Accredited Collaborative Professional on the Corporation’s website and other publications and shall be permitted to hold themselves out to the public as being an Accredited Collaborative Professional.
2.3 Academic Member. The Corporation may enroll, on request and payment of the Membership Fees (as defined below), as an academic member (“Academic Member”), any person who meets any of the following requirements:
- A faculty member employed by an accredited college or university;
- A student currently enrolled in an accredited college or university; or
- An entity offering Collaborative studies.
Academic Members shall have voting rights, they shall count toward a quorum, they may serve as a director or officer of the Corporation, and they may serve on committees.
2.4 Affiliate Member. The Corporation may accept as an Affiliate Member (“Affiliate Member”) upon payment of the Membership Dues, any person or entity who is an affiliate of a Member Practice Group, any person who is a member of the International Academy of Collaborative Professionals who is not a resident of Florida or whose primary office is not in Florida, or any other individual or entity designated by the Board as an Affiliate Member. Affiliate Members shall have no voting rights, they shall not count toward a quorum, and they may not serve as a director or officer of the Corporation. Affiliate Members may serve on committees.
2.5 Other Membership. The Board may establish other types of membership, with accompanying rules for such membership.
2.6 Membership Dues. Annual membership dues (“Membership Dues”) shall be in the amounts and be payable on the dates and in the manner fixed from time to time by the Board of Directors. Any Member whose Membership Dues are not paid by the date due shall become delinquent and cease to be a Member in good standing.
2.7 Termination. The Corporation may terminate membership in the Corporation of any Member on the occurrence of any of the following events:
On the Corporation’s receipt of written notice of resignation from a Member. In such event, the Member’s membership shall terminate on the date indicated in the notice, if any, or if no date is indicated on the date of the Corporation’s receipt of such notice.
- On the failure of a Practice Group to pay the Membership Dues for the Member in the amounts and on the dates established by the Board of Directors.
- On a determination by the Board of Directors that a Member has engaged in conduct materially prejudicial to the interests or purposes of the Corporation.
- On the conviction of a Member of any felony.
- On the suspension or revocation of any professional license held by a Member.
- On the termination of a Member’s membership in a Member Practice Group, for any reason.
- On the death of a Member.
Termination may occur, with or without cause, by a vote of two-third’s (2/3’s) of the Directors.
2.8 Voting Rights. Except as otherwise specifically provided herein, each Regular Member and Academic Member shall be entitled to vote at each meeting of the Members. Voting may be done in person or electronically. Proxies may be permitted for a vote on a specific motion in a Board of Directors or Membership meeting.
2.9 Prohibition of Transfer. No Member shall pledge, assign, sell, gift, transfer, otherwise dispose of or encumber their membership in the Corporation or any rights arising from such membership or cause or permit a change in the legal or beneficial ownership of such membership (collectively and individually referred to as a “Transfer”). Any Transfer shall be null and void and without any force or effect.
3.1 Place of Meeting. Meetings of the Members shall be held at the time and place (in or out of the State of Florida) designated in the notice of the meeting.
3.2 Annual Meeting. An annual meeting of the Members shall be held within one hundred and twenty (120) days after the close of each fiscal year of the Corporation, or on such other date as the Board of Directors may designate, at a time and place designated by the Board of Directors. The Members entitled to vote shall elect the number of directors subject to election to the Board of Directors at each annual meeting of Members. If an annual meeting is not held within any 13 month period, the circuit court of the circuit in which the principal office of the Corporation is located may, on the application of any Member, order an annual meeting to be held.
3.3 Special Meetings. Special meetings of the Members shall be held (a) when directed by the Board of Directors, or (b) when requested in a written request signed and dated by not less than ten percent (10%) of all the Members entitled to vote, which written request shall be delivered to the Corporation’s Secretary. A special meeting requested by the Members shall be scheduled for a date not less than ten (10) nor more than sixty (60) days after the request is made. The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors or Members requesting the meeting shall designate another person to do so.
3.4 Notice of Meetings. Written notice stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, by email to the email address of each Member on file with the Corporation and/or by posting on the Corporation’s website.
3.5 Notice of Adjourned Meetings. When a meeting is adjourned to another date, time or place, notice shall be given of the adjourned meeting to the Members as soon as possible and any business may be transacted at the adjourned meeting that might have been transacted on the original date of the meeting.
3.6 Record of Members Having Voting Rights. Each Member in good standing and entitled to vote as of the date of a duly noticed meeting shall be entitled to vote at such meeting. The Secretary, or its designee, shall maintain a list of all Members in good standing and entitled to vote, which list shall be kept on file at the registered office of the Corporation or at the Corporation’s principal office, and any Member, upon written request, shall be entitled to inspect the list at any time during regular business hours and at such Member’s expense. The list shall be made available at each meeting of Members and shall be subject to inspection by any Member at any time during the meeting or any adjournment. The Member list shall be prima facie evidence of the identity of Members entitled to examine the Member list or to vote at a meeting of the Members. If the requirements of this Section have not been substantially complied with, or if the Corporation refuses to allow a Member or his/her agent or attorney to inspect the Member list before or at the meeting, on the demand of any Member in person or by proxy who failed to obtain such access, the meeting shall be adjourned until the requirements are complied with. Refusal or failure to comply with the requirements of this Section shall not affect the validity of any action previously taken at such meeting.
3.7 Quorum. Ten percent of Members entitled to vote, represented in person at a duly noticed meeting of the Members, shall constitute a quorum at such meeting. Members entitled to vote may participate and be counted for quorum purposes in any meeting by electronic means, conference telephone or similar communications equipment, provided that all persons participating in the meeting can hear each other at the same time. If a quorum is present, the affirmative vote of a majority of the Members represented at the meeting and entitled to vote on the subject matter shall be the act of the Members, unless the vote of a greater number is required by the Florida Not For Profit Corporation Act (Chapter 617, Florida Statutes) or by the Corporation’s Articles of Incorporation. After a quorum has been established at a Member’s meeting, the subsequent withdrawal of Members, so as to reduce the number of Members entitled to vote at the meeting below the number required for a quorum, shall not affect the validity of any action taken at the meeting or any adjournment thereof.
BOARD OF DIRECTORS
4.1 General Powers. The business and affairs of the Corporation shall be managed by or under the direction of a Board of Directors, who may exercise all of the powers of the Corporation except as otherwise provided by law, the Corporation’s Articles of Incorporation or these Bylaws. In the event of a vacancy in the Board of Directors, the remaining directors, except as otherwise provided by law, may exercise the powers of the full Board of Directors until the vacancy is filled.
4.2 Number, Election and Qualification. The number of directors which shall constitute the whole Board of Directors shall be determined from time to time by resolution of the Board of Directors, but in no event shall be less than three (3) nor more than thirty (30). The directors shall be elected at the annual meeting of Members by the Members entitled to vote on such election. To be elected as a director, a person must meet each of the following requirements:
a) be a Regular Member or Academic Member in good standing and remain such throughout the term as a director;
b) has completed an Introductory Interdisciplinary Collaborative Training that meets the IACP Minimum Standards for Introductory Practice Trainings and Introductory Interdisciplinary Collaborative Practice Trainings; and
c) has attended at least fourteen hours of advanced interdisciplinary Collaborative training within the prior (3) years.
4.3 Classes of Directors. The Board of Directors shall be and is divided into three classes: Class I, Class II and Class III. No one class shall have more than one director more than any other class. If a fraction is contained in the quotient arrived at by dividing the authorized number of directors by three, then, if such fraction is one-third, the extra director shall be a member of Class I, and if such fraction is two thirds, one of the extra directors shall be a member of Class I and one of the extra directors shall be a member of Class II, unless otherwise provided by resolution of the Board of Directors.
4.4 Terms of Office. Each director shall serve for a term ending on the date of the third annual meeting following the annual meeting at which such director was elected. The term of each director shall continue until the election and qualification of a successor and be subject to such director’s earlier death, resignation or removal. No director may serve as a member of the Board of Directors for more than (6) consecutive years. However, a member of the Executive Committee may serve on the Board of Directors for more than six (6) consecutive years to serve his/her term(s) as an Officer and member of the Executive Committee.
4.5 Allocation of Directors Among Classes in the Event of Increases or Decreases in the Authorized Number of Directors. In the event of any increase or decrease in the authorized number of directors, (i) each director then serving as such shall nevertheless continue as a director of the class of which such director is a member until the expiration of such director’s current term, subject to such director’s earlier death, resignation or removal and (ii) the newly created or eliminated directorships resulting from such increase or decrease shall be apportioned by the Board of Directors among the three classes of directors in accordance with the provisions of Section 4.3. To the extent possible, consistent with the provisions of Section 4.3, any newly created directorships shall be added to those classes whose terms of office are to expire at the latest dates following such allocation, and any newly eliminated directorships shall be subtracted from those classes whose terms of offices are to expire at the earliest dates following such allocation, unless otherwise provided from time to time by resolution of the Board of Directors.
4.6 Quorum. A majority of the directors at any time in office shall constitute a quorum for the transaction of business. In the event one or more of the directors shall be disqualified to vote at any meeting, then the required quorum shall be reduced by one for each director so disqualified. If at any meeting of the Board of Directors there shall be less than such a quorum, a majority of the directors present may adjourn the meeting from time to time but shall provide for notice by email or other electronic means to the Directors, until a quorum shall be present.
4.7 Action at Meeting. Every act or decision done or made by a majority of the directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board of Directors unless a greater number is required by law, the Corporation’s Articles of Incorporation or these Bylaws.
4.8 Removal. Directors of the Corporation may be removed with or without cause by the affirmative vote of a majority of the directors in office or a majority of the Members who would be entitled to vote in any annual election of directors. Additionally, directors of the Corporation will be automatically removed without the need for a vote or any other approval, notice or consent on a director’s failure to attend more than half of the duly noticed Board meetings in any fiscal year. A director who no longer qualifies as a Member shall be automatically removed from the Board of Directors upon no longer qualifying as a Member.
4.9 Vacancies. Any vacancy in the Board of Directors, however occurring, including a vacancy resulting from an enlargement of the Board, shall be filled with a nominee selected by the Nominating Committee and approved by the Board of Directors. A director selected to fill a vacancy shall hold office until the next election of the class for which such director shall have been chosen, subject to the election and qualification of a successor, and to such director’s earlier death, resignation or removal.
4.10 Resignation. Any director may resign by delivering a resignation in writing to the Corporation at its principal office or to the President or the Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later designated date or event.
4.11 Time, Notice and Call of Meetings.
a) Regular meetings of the Board of Directors shall be held immediately following the annual meeting of Members each year and at least once per quarter thereafter. Other regular or special meetings may be held at such times thereafter as the Board of Directors may schedule, and at such other times as called by the President. Written notice of the time and place of regular or special meetings of the Board of Directors shall be given to each director by either personal delivery, email or facsimile transmission at least one week before the meeting.
b) Notice of a meeting of the Board of Directors need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and waiver of any and all objections to the place or time of the meeting, or the manner in which it has been called or convened, except when a director states, at the beginning of the meeting (or upon the director’s arrival, if later), any objection to the transaction of business because the meeting is not lawfully called or convened.
c) Members of the Board of Directors may participate in any meeting by conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by a director by such means shall constitute presence in person at a meeting.
d) Notwithstanding the terms of Section 3.5, notice of an adjourned meeting of the Board of Directors, even though it is announced at the meeting the adjournment is taken, may be given by email or other electronic means on two (2) days’ notice.
4.12 Director Conflicts of Interest.
a) No contract or other transaction between the Corporation and one or more of its directors or any other corporation, firm, association, or entity in which one or more of the directors are directors or officers or are financially interested, shall be either void or voidable because of such relationship or interest or because such director or directors are present at the meeting of the Board of Directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction or because his, hers or their votes are counted for such purpose, if:
i) The fact of such relationship or interest is disclosed or known to the Board of Directors or committee prior to the vote, which authorizes, approves, or ratifies the contract or transaction by a vote or consent sufficient for the purpose without counting the votes or consents of such interested directors; or
ii) The contract or transaction is fair and reasonable as to the Corporation at the time it is authorized by the Board of Directors or a committee.
b) Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee thereof which authorizes, approves or ratifies such contract or transaction.
4.13 General Standards of Care. Directors shall discharge their duties as a director, including their duties as a member of a committee:
a) In good faith;
b) With the care an ordinarily prudent person in a like position would exercise under similar circumstances; and
c) In a manner he or she reasonably believes to be in the best interests of the Corporation.
In discharging his or her duties, a director may rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by:
i) One or more officers or employees of the Corporation whom the director reasonably believes to be reliable and competent in the matters presented;
ii) Legal counsel, public accountants, or other persons as to matters the director reasonably believes are within the persons’ professional or expert competence; or
iii) A committee of the Board of Directors of which he or she is not a member if the director reasonably believes the committee merits confidence.
(d) A director is not acting in good faith if he or she has knowledge concerning the matter in question that makes reliance otherwise permitted unwarranted.
4.14 Compensation of Directors. Directors shall not receive any compensation for their services or reimbursement for expenses of attendance at meetings of the Board of Directors.
4.15 Advisors. The President may appoint persons who are not Members to serve as advisors to the Board of Directors with the consent of the Board of Directors (“Board Advisors”). Board Advisors will serve at the pleasure of the Board of Directors in such capacity for a term of up to one (1) year. Board Advisors will have no right to vote as directors of the Board of Directors, will not otherwise be considered as directors, nor will they have the authority to act as members of the Board of Directors in the business and affairs of the Corporation.
5.1 Officers. The Corporation shall have a President, a President Elect, Vice Presidents as may be appointed by the Board, a Secretary and a Treasurer. The Board of Directors may appoint such other officers as it may deem appropriate and such other officers shall serve for such terms and have such duties as may be determined by the Board of Directors. All officers must be voting members of the Board of Directors.
5.2 Appointment. Each officer shall be appointed by the Board of Directors at the first regular meeting of the Board of Directors held following each fiscal year end of the Corporation and shall serve until their successor is chosen and qualifies. A failure to appoint a President, President Elect, Vice Presidents, Secretary or Treasurer shall not affect the existence of the Corporation.
5.3 Term of Office. Except as otherwise provided by law, by the Corporation’s Articles of Incorporation or by these Bylaws, each officer shall hold office for a period of two Fiscal Years unless a different term is specified in the resolution appointing such officer or until such officer’s earlier death, resignation or removal. No officer shall serve in any single office for longer than 2 consecutive terms.
5.4 Qualification. Each officer must be a Regular Member or Academic Member in good standing. Any two or more offices may be held by the same person, except the President and the Treasurer may not be the same person.
5.5 Resignation and Removal. Any officer may resign by delivering a written resignation to the Corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt unless it is specified to be effective at some later time or upon the happening of some later event. Any officer may be removed at any time, with or without cause, by vote of a majority of the entire number of directors then in office.
5.6 Vacancies. The Board of Directors may fill any vacancy occurring in any office for any reason and may, in its discretion, leave unfilled for such period as it may determine any offices other than those of President, Treasurer and Secretary. Each such successor shall hold office for the unexpired term of such officer’s predecessor and until a successor is elected and qualified, or until such officer’s earlier death, resignation or removal.
5.7 President. The President shall perform such duties and possess such powers as are assigned by the Board of Directors. The President shall be the Chairman of the Board of Directors and shall preside at all meetings of the Board of Directors and the Members. The President shall have general charge and supervision of the business of the Corporation consistent with the Corporation’s Articles of Incorporation and these Bylaws, and subject to the direction of the Board of Directors. The President shall perform such other duties and shall have such other powers as the Board of Directors may from time to time prescribe.
5.8 President Elect. In the event of the absence, inability or refusal to act of the President, the President Elect shall perform the duties of the President and when so performing shall have all the powers of and be subject to all the restrictions upon the President. The President Elect shall succeed the President.
5.9 Vice Presidents. Any Vice President shall perform such duties and possess such powers as the Board of Directors or the President may from time to time prescribe. The Board of Directors may assign to any Vice President the title of Executive Vice President, Senior Vice President or any other title selected by the Board of Directors.
5.10 Secretary and Assistant Secretaries. The Secretary or designee shall perform such duties and shall have such powers as the Board of Directors or the President may from time to time prescribe. In addition, the Secretary or designee shall perform such duties and have such powers as are incident to the office of the secretary, including without limitation, the duty and power to give notices of all meetings of Members and the Board of Directors, to attend all meetings of Members and the Board of Directors and keep a record of the proceedings, to maintain a membership book and prepare lists of Members and their addresses as required, to be custodian of corporate records and the corporate seal and to affix and attest to the same on documents. Any Assistant Secretary shall perform such duties and possess such powers as the Board of Directors, the President or the Secretary may from time to time prescribe. In the event of the absence, inability or refusal to act of the Secretary, the Assistant Secretary (or if there shall be more than one, the Assistant Secretaries in the order determined by the Board of Directors) shall perform the duties and exercise the powers of the Secretary. In the absence of the Secretary or any Assistant Secretary at any meeting of Members or the Board of Directors, the President shall designate a temporary secretary to keep a record of the meeting.
5.11 Treasurer. The Treasurer shall perform such duties and shall have such powers as may from time to time be assigned by the Board of Directors or the President. In addition, the Treasurer shall perform such duties and have such powers as are incident to the office of treasurer, including without limitation, the duty and power to keep and be responsible for all funds and securities of the Corporation, to deposit funds of the Corporation in depositories selected in accordance with these Bylaws, to disburse such funds as ordered by the Board of Directors, to make proper accounts of such funds, and to render as required by the Board of Directors statements of all such transactions and of the financial condition of the Corporation. The Treasurer shall have the authority to execute checks on behalf of the Corporation. The Treasurer shall prepare an annual budget which shall be presented to the Board of Directors for consideration and approval.
5.12 Compensation. Officers shall not receive any compensation for their services.
6.1 Committees. The following standing committees are permanent committees of the Corporation: (a) Executive Committee, (b) Finance Committee, (c) Governance Committee, (d) Nominating Committee, (e) Conference Committee, (f) Credentialing Committee, and (g) Practice Group Committee. Additional standing committees may be established from time to time by the Board of Directors and ad hoc committees may be established from time to time by the President.
6.2 Conduct of Committees. Each committee shall keep minutes and make such reports as the Board of Directors may from time to time request. Except as the Board of Directors may otherwise determine, any committee may make rules for the conduct of its business, but unless otherwise provided by the directors or in such rules, its business shall be conducted as nearly as possible in the same manner as is provided in these Bylaws for the Board of Directors.
6.3 Committee Membership. Except as otherwise specifically provided in these Bylaws, the President shall select the chair(s) of each committee, which selection shall be subject to approval by the Board of Directors. The Board of Directors may designate one or more directors as alternate members of any committee, who may replace any absent or disqualified member at any meeting of the committee. Unless otherwise provided in these Bylaws, the members of a committee shall be appointed by the chair of that committee. Committee members may be a member of any category of membership and need not be a current member of the Board of Directors.
6.4 Executive Committee. The members of the Executive Committee shall consist of the following: (a) President, (b) Immediate Past President, (c) President Elect, (d) Vice President(s), (e) Treasurer, and (f) Secretary. The Executive Committee shall act on behalf of the Board of Directors between meetings of the Board of Directors and has and may exercise all of the authority of the Board of Directors, except as limited by the Board of Directors, these Bylaws or the laws of the State of Florida. Actions of the Executive Committee shall be subject to ratification by the Board of Directors at its next meeting. Annually, the Board of Directors shall establish an Executive Committee Discretionary Fund (“Discretionary Fund”). The Executive Committee has the authority to spend the Discretionary Fund.
6.5 Finance Committee. The Finance Committee is responsible for overseeing the preparation and implementation of the Corporation’s financial statements and budget and providing oversight of the Corporation’s financial performance. The committee shall also be responsible for fundraising for the Corporation. The Corporation’s Treasurer shall be the chair of the Finance Committee.
6.6 Governance Committee. The Governance Committee is responsible for training officers and Directors, and for reviewing and maintaining these Bylaws and the Corporation’s Standards and Ethics.
6.7 Nominating Committee. The Nominating Committee shall be chaired by the Immediate Past President and shall consist of the President or President Elect, and five (5) other persons appointed by the President and approved by the Board of Directors who reasonably represent the Practice Groups and professional disciplines used in the Collaborative Process. The purpose of the Nominating Committee is to provide quality leadership for the Corporation in the form of a governing Board of Directors and officers. The Nominating Committee shall pursue its purpose through the regular and systematic evaluation of the strengths and weaknesses of the Board of Directors and officers, and the identification of potential board members and officers. The Nominating Committee shall be responsible for (a) determining what areas of skills and talents are needed by the Corporation, (b) preparing lists of prospective officers and directors as required, (c) reviewing prospective directors and officers with the Board of Directors, (d) arranging for personal interviews of prospective directors, as needed, (e) recommending prospective directors to the Members at the annual meeting of the Members; and (f) recommending prospective officers to the Board of Directors. The Nominating Committee shall undertake all tasks and activities needed to compile a list of prospective directors for recommendation to the Members at the annual meeting of the Members and prospective officers and directors to the Board at its annual meeting no later than thirty (30) days before the annual meeting of the Members and Board each year. In compiling such lists, the Nominating Committee shall endeavor to select prospective directors and officers who represent the professional disciplines used in the Collaborative Process and are geographically representative of the Members.
6.8 Conference Committee. The Conference Committee is responsible for preparing and presenting an annual conference.
6.9 Credentialing Committee. The Credentialing Committee, the members of which shall be approved by the Board, is responsible for the implementation and operation of the credentialing program, which shall include, with the approval of the Board of Directors, the creation of a system for credentialing Collaborative professionals in the State of Florida, approval of members for accredited status and the establishment of rules governing the credentialing program and accredited members.
6.10 Practice Group Committee. The Practice Group Committee is responsible for supporting the creation and growth of Collaborative Practice Groups in Florida.
7.1 Member Practice Groups. The Corporation shall, from time to time, review and approve Practice Groups’ applications for Practice Group Membership (referred to after such approval as “Member Practice Groups”) whose individual members may be entitled to membership in the Corporation pursuant to the provisions of these Bylaws. The Board of Directors shall maintain a current list of Member Practice Groups on the Corporation’s website.
7.2 Rules Applicable to Member Practice Groups. All Member Practice Groups shall be governed by these Bylaws and the provisions of the organizational documents of the Member Practice Group as approved by the Board of Directors and have the scope, powers, duties, and functions expressed in those documents.
7.3 Duties of Member Practice Groups. It is the duty of each Member Practice Group, as an integral part of the Corporation, to work in cooperation with the Board of Directors toward the accomplishment of the goals and purposes of the Corporation and of the Member Practice Groups. Each Member Practice Group shall be responsible for obtaining and maintaining accurate and current membership information for each member of the Member Practice Group and timely provide such information, and all updates to such information, to the Corporation. It shall also be a duty of Member Practice Groups to disseminate information to its members and the public about the Corporation and its undertakings.
7.4 Criteria for Admission as Practice Group Member. The Board of Directors may, from time to time, establish criteria for the admission of Practice Groups as Members.
7.5 Creation of Practice Groups. New Practice Groups may be admitted to Membership by the Board of Directors as it deems appropriate. Those seeking admission to membership as a Practice Group shall prepare and submit proposed organizational documents for approval to the Board of Directors, together with a list of the proposed initial members of such Practice Group. Such persons shall also inform the Board of Directors of the proposed geographic reach of the Practice Group.
7.6 Qualifications of Members. Any person meeting the membership requirements of a Member Practice Group shall be a member of the FACP upon payment of dues for that person by her or his Practice Group(s).
7.7 Dues of Member Practice Group Members. Each Member Practice Group shall pay dues to the Corporation, as established by the Board from time to time, for each member of the Member Practice Group. If a Member is a member of more than one Member Practice Group, then each Practice Group shall pay full dues for the Member.
BOOKS AND RECORDS
8.1 Books and Records.
a) The Corporation shall keep accurate accounting records, and shall keep, as permanent records, (i) minutes of all meetings of its Members, Board of Directors and committees and (ii) a record of all actions taken by the Members and Board of Directors without a meeting.
b) The Corporation shall keep copies of its financial records, minutes, membership records and records of member Practice Groups at a location designated by the Board of Directors.
c) The Corporation shall keep copies of the following records at a minimum: (i) its Articles of Incorporation and all amendments currently in effect; (ii) its Bylaws and all amendments currently in effect; (iii) the minutes of all Membership and Board meetings and records of all action taken by the Members or Directors without a meeting; (iv) written communications to all Members, including financial statements furnished to Members; (v) a list of the names and business street addresses of the Corporation’s current officers and directors; and (vi) the Corporation’s most recent annual report filed with the Florida Department of State under Section 617.1622 of the Florida Not for Profit Corporation Act.
d) Any books, records, and minutes may be in written form or in any other form capable of being converted into written form within a reasonable time.
8.2 Member’s Inspection Rights.
a)Any Member is entitled to inspect and copy, during regular business hours at the Corporation’s principal office, any of the records of the Corporation described in Subsection 8.1(c) above, if he/she gives the Corporation written notice of his/her request at least ten (10) business days before the date on which he/she wishes to inspect and copy the records.
b) Any Member of the Corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the Corporation, any of the following records of the Corporation if the Member meets the requirements of Subsection 8.2(c) below and gives the Corporation written notice of his/her request at least ten (10) business days before the date on which he/she wishes to inspect and copy the records:
i) Excerpts from minutes of any meeting of the Board of Directors, records of any action of a committee of the Board of Directors while acting in place of the Board of Directors on behalf of the Corporation, minutes of any meeting of the Members, and records of action taken by the Members or Board of Directors without a meeting, to the extent not subject to inspection under Subsection 8.2(a) above;
ii) Accounting records of the Corporation;
iii) The record of Members; and
iv) Any other books and records.
c) A Member may inspect and copy the records described in Subsection 8.2(b) only if:
i) A request is made in good faith and for a proper purpose;
ii) The request describes with reasonable particularity the purpose and the records requested; and
(iii) The records are directly connected with the stated purpose.
Except as from time to time otherwise designated by the Board of Directors, the fiscal year of the Corporation shall begin on the first day of July of each year and end on the last day of June of the following year.
INDEMNIFICATION OF DIRECTORS AND OFFICERS
10.1 Indemnification of Directors and Officers. The Corporation shall indemnify each of its directors and officers and former directors and officers to the full extent permissible under applicable law. Any such director or officer shall be entitled to indemnification by the Corporation in any action, suit or proceeding (including any appeal thereof) resulting from the fact that he/she is or was a director or officer of the Corporation or is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, if he/she acted in good faith and in a manner which he reasonably believed to be in, or not opposed to, the best interests of the Corporation and, with respect to any criminal action or proceedings, had no reasonable cause to believe his/her conduct was unlawful. The determination of whether the applicable standard of conduct has been met shall be made by the Board of Directors by a majority vote of a quorum of directors who were not parties to the action, suit or proceeding.
10.2 Further Indemnification. In addition to any indemnification provided for in Section 11.1 above, the Corporation may make such other and further indemnification or advancement of expenses of any of its directors, officers, employees, or agents as may be approved from time to time by the Board of Directors.
These Bylaws may be altered, amended or repealed, and new Bylaws may be adopted, by a majority vote of the Board of Directors entitled to vote during a duly noticed meeting for the purpose of amending or repealing these Bylaws.
RULES OF ORDER
Robert’s Rules of Order shall be used for parliamentary procedure.
First amendment – 12/08/15
Second amendment – 05/04/16
Third amendment – 01/09/18
Fourth amendment – 03/13/18
Fifth amendment – 5/14/19, amendment to 4.4
Sixth amendment – 6/11/19, amendments to 2.2 and 6.8
Seventh amendment – 04/13/21