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Florida Outdoor Writers Association, Inc.
Constitution and Bylaws
CONSTITUTION
(UPDATED 05/31/07)
ARTICLE I — NAME
The name of the organization shall be: The Florida Outdoor Writers Association, Inc. (Established 1946. Incorporated April 6, 1954.)
ARTICLE II — PURPOSE
A. The general nature, objective and purpose of the Association are as follows:
1. To educate the public through print and electronic media, public discussion groups, seminars, workshops, forums, panels, and lectures, in the best and wisest management of our unique outdoor heritage, and to focus the public’s attention on the science of conservation; 2. To improve knowledge and skill in the art of communication in order to enhance public awareness, appreciation and understanding of our outdoor heritage; 3. To support the best use and wise management of all natural resources by increasing public awareness, appreciation and understanding of our outdoor heritage; 4. To maintain the highest standards of professional competence and ethics in communications about the outdoors and conservation; 5. To get the facts and to disseminate them in a thorough, fair and objective manner; 6. To motivate and encourage young people to promote the outdoors and conservation and to support the best use and wise management of all natural resources by increasing public awareness, appreciation and understanding of our outdoor heritage.
B. Dissolution – In the event this Association should be dissolved, for any reason, all remaining assets shall be distributed after vote by the Board of Directors to any 501(C)3 tax exempt organization that promotes the general nature, objective and purpose of this organization as reflected in Article II of its constitution.
ARTICLE III – OFFICERS AND DIRECTORS
A. OFFICERS & DIRECTORS – The Officers of the Association shall be a Chairman of the Board, a President, a First Vice President (who shall also be the President-Elect), a Second Vice President, a Secretary, a Treasurer, six Directors elected by the general membership, one Corporate Director, and one Convention and Visitors Bureaus Director, the latter two elected by like members. The Corporate Director shall be the chairperson of the Corporate Member Committee. Together, the Officers and Directors make up a 14-member Board of Directors.
The Board is vested with the power to conduct all routine business.
The Board is also vested with the power to vote on emergency matters normally reserved for a vote of the general membership, subject to the approval of the general membership at the next regular meeting.
B. TERMS OF OFFICE – With the exception of the Corporate Director, who is chairperson of the Corporate Member Committee, each officer shall be elected for a one-year term by majority of the active membership. The Immediate Past President automatically serves on the Board for a period of one year as Chairman. Each Director shall be elected for a two-year term by majority of the active membership at a regular meeting, except as noted in (A) above. The two-year terms shall be staggered so that election of either two or three Directors occurs at each annual election. Vacancies among the Officers or Directors of the Association shall be filled by the Board of Directors and the appointee shall serve the unexpired term of the office. If a vacancy occurs with the Corporate Director, a new committee chairperson will be elected by members of the Corporate Member Committee and that person will serve as the Corporate Director.
C. EXECUTIVE DIRECTOR – The Board of Directors may contract with an Executive Director who may, or may not, be a member of this Association, to execute the business of the Association. If the Board of Directors decides not to employ an Executive Director, the Secretary is authorized to execute the business of the Association.
ARTICLE IV – ELECTIONS
Elections shall be held at the Annual Meeting and those elected shall assume the duties of office immediately following the election. The Nominating Committee shall place a slate of names in nomination at least 30 days prior to the Annual Meeting. The Chair shall also call for nominations from the floor. Voting may be done by voice or by ballot.
ARTICLE V – VOTING
The vote required for legal action at any regular or special meeting shall be a majority of quorum, except in those cases where the Constitution and/or Bylaws specify differently, and then they shall take precedence. Legal action by the Board of Directors shall be accompanied by majority vote of the directors present, providing a quorum exists. Elections shall be decided by plurality of votes cast.
In those cases where there is no opposition for office, the Secretary may be authorized to cast one ballot for each office, or the entire slate, if applicable.
ARTICLE VI – QUORUMS
A quorum is defined as at least 50 percent of the active members in good standing, provided all members have been duly notified of the date, place and time of said meeting at least 30 days in advance. If fewer than 50 percent of the active members attend a meeting, the quorum will be defined as being at least six members of the Board.
ARTICLE VII – COMMITTEES
Except as may be stated in the Constitution and/or Bylaws, all committee chairs will be appointed by the President.
ARTICLE VIII – DUTIES OF BOARD AND EXECUTIVE DIRECTOR
A. The Board of Directors shall manage the property and business of the Association and shall possess all the powers necessary to the proper conduct and management of the Association.
1. The Board of Directors shall take action upon all matters as may be brought to its attention, assembled in session, or by ballot.
2. Meetings of the Board of Directors shall be called by the President. The first meeting of a new Board of Directors must be held within six months of the election of that Board of Directors.
3. The Board of Directors shall be called into session by the President upon joint request of three or more members of the Board.
4. The Board of Directors shall approve the depositories in which the receipts and funds of the Association may be kept and may require all members of its body or other individuals entrusted with the funds of the Association to post suitable bond, which shall be paid for by the Association.
B. The President shall be the Chief Executive Officer of the Association and shall perform such duties as usually fall upon the holder of such office and shall preside at all official meetings of the Association. He shall be empowered to call such special meetings as he deems necessary for the good of the Association. By virtue of the office, the President shall be a member (ex officio) of all committees with the exception of the Nominating Committee. In no case shall the President order expenditures in excess of $750 for any purpose unless such expenditure has prior approval of the Board of Directors.
C. The First Vice President shall be the President-Elect for the following year and shall, in the absence of the President, or at his
request perform the duties of the President. In the event of the President’s inability to serve, the First Vice President shall complete the President’s term and shall auto-matically become President for the ensuing year. The First Vice President and the Second Vice President are automatically members of the Conference Committee. The President may be chairperson of the Conference Committee. If not, the chairperson will be the First Vice President.
D. The Second Vice President shall, in the absence of the President and the First Vice President, or upon request of the President, perform the duties of President.
E. The Secretary or Executive Director shall record the minutes of all meetings of the members and of the Board of Directors and attend to such correspondence as may be directed by the President. The Executive Director shall mail a copy of the minutes of all meetings to the Directors, and will make available copies of the current minutes to any member who requests them.
F. The Treasurer and Executive Director shall be bonded. The Treasurer shall be responsible for receipts and disbursements incurred on behalf of the Association and shall see that all funds are duly deposited in the name and to the credit of the Association in such depositories as may be approved by the Board of Directors.
The Treasurer shall distribute funds at the direction of the President and/or Board of Directors and shall furnish a bi-monthly report to the President on the status of the treasury. A financial report is to be submitted to the Board of Directors at each Board Meeting and at all membership meetings. The Treasurer shall be designated the custodian to the Executive Director on any of the Association’s bank accounts, savings accounts, securities or financial instruments. The Treasurer and the Executive Director, by direction of the Board of Directors, shall see to the collection of all dues and fees, together with any bills rendered by the Association.
G. The Immediate Past President shall be the Chairman of the Board, and shall preside at all meetings of the Board of Directors. In the absence or during the disability of the Chairman the Board of Directors assembled in session shall elect a temporary Chairman.
H. The Executive Director shall perform such duties as may be delegated by the Board of Directors. Among these duties are publishing the Association newsletter and keeping an updated register of the membership. The Executive Director shall support the Conference Committee in obtaining conference site bids. The Executive Director is a contractor to the Association and as such is subject to the ultimate authority of the Officers and Board.
ARTICLE IX – AMENDMENTS
Amendments to the Constitution may be made by submitting such suggested amendments in writing to the President at least 60 days in advance of the next meeting. The proposed Amendments shall then be submitted to the membership by mail at least 30 days before the meeting, when the proposed amendments may be voted upon. Amendments to the Constitution require a two-thirds vote, a quorum being present.
ARTICLE X – MEETINGS
The Association shall hold its Annual Conference and a General Membership meeting in the fall. Future fall conference sites will be selected by the Board of Directors at least six months in advance from bids obtained and presented by the Conference Committee. The Board of Directors shall select no less than two future fall and spring Conference sites in addition to the current year’s site. The Association may also hold a second conference and a general membership meeting in the spring. Future Spring conference sites will be selected by the Board of Directors upon the recommendation of the Conference Committee. Other conferences and informational activities may be organized for the membership at the discretion of the Officers and Board of Directors.
ARTICLE XI – MAIL /FAX /TELEPHONE/E-MAIL MEETINGS AND MAIL BALLOTS
The Board, from time to time, may transact business on specific proposals both by telephone and regular or electronic mail. All votes received by telephone polls will be confirmed in writing within 30 working days. All votes received by mail will be recorded by the Executive Director or Secretary, and the results reported at the next meeting of the Board. All votes, to be valid, must be signed by the Executive Director or Secretary.
At the discretion of the Board, business of this Association may be taken care of in advance of the General Meeting by inserting a mail ballot in the newsletter to 100 percent of the members in good standing. A reasonable date of return for any ballots to the Board will be noted clearly on the specific ballot.
ARTICLE XII – MEMBERSHIP/DISCIPLINE
A. The Board may deny an application for membership or discipline a member for any reason including, but not limited to, concern about the applicant’s or member’s adherence to professional ethical standards, a history of criminal or disruptive behavior, misstatements in the application, violation of the Code of Ethics, concern about the applicant’s or member’s membership adversely affecting the governance, purpose or goals of FOWA, or violation of any federal, state, or provincial hunting or fishing law or regulation.
B. Discipline of members, including suspension and expulsion, shall be according to the FOWA Code of Ethics and this paragraph. A complaint shall be filed with the Chair of the Ethics Committee or with the Executive Director and shall include evidence or information to support the complaint. Copies of the complaint shall then be provided to the Executive Director, Chair of the Ethics Committee, the President, the Chair of the Board, and the member who is the subject of the complaint.
The Chair of the Ethics Committee shall conduct an investigation that shall include seeking information from the member who is the subject of the complaint, and shall present the results of the investigation to the Ethics Committee. The Ethics Committee shall then determine whether, in the Committee’s opinion, a violation has occurred, and if the member should be disciplined. The Committee shall report its findings and recommendations to the Board. The member who is the subject of a complaint shall be notified of the actions and recommendations of the Committee. If the Committee finds no violation has been committed by the member, the person who submitted the complaint shall be informed of the recommendation.
In the letter informing the member of the Committee’s finding, the member shall be informed of his/her right to make a written request within 30 days thereafter to present documents and his or her own statement before or at the Board’s next regular meeting.
If appearing in person, the member may make an oral statement and may be represented by an attorney. Only those matters for which the Ethics Committee finds a violation has occurred will require action by the Board. At the next regular meeting of the Board, the Board shall decide on the merit of the charge(s), and what, if any, discipline shall be imposed and, in the case of an expulsion shall fix the time period, if any, after which the expelled member may reapply for membership. Both the person who submits a complaint and the member who is the subject of the complaint shall be notified of final Board action.
All those to whom information about ethics matters comes shall respect the privacy of those involved and shall not disseminate such information unnecessarily. Board hearings and discussions of such matters may be closed by the Board at its discretion. However, a member found guilty shall have published in the FOWA Reporter newsletter his/her name and action taken. A person found not guilty shall have the option of having his/her name published in the newsletter. In the event that the work of the Ethics committee on a specific case has not been concluded on the expiration of the Committee’s term, that Committee shall still retain jurisdiction of the case until it is concluded.
BYLAWS
SECTION 1 – DUES
The Board shall establish the annual dues for all classes of membership subject to ratification by the membership. Changes in the annual dues shall require a two-thirds vote of quorum for ratification, a quorum being present.
The annual dues for all members shall be payable on a calendar year basis. The Executive Director, upon the direction of the Board, shall submit to each member a dues notice no earlier than December 15. A member shall be delinquent if annual dues aren’t paid or postmarked by February 1. If delinquent, the member must reapply for membership and show proof of eligibility as if applying as a new member.
New members joining the Association after September 1st will be required to pay prorated dues for the current year, plus a full year’s dues for the following year.
SECTION 2 – COMMITTEES
Standing committees shall be appointed by the President and approved by the Board of Directors. They shall include a Nominating Committee and may include an Audit Committee. The latter, if charged, could perform an annual, internal audit of Association accounts and report thereon to the Board and general membership. The Nominating Committee will present a slate for annual and/or interim elections of at least one nominee for each office or vacancy. Nominations will be accepted from the floor by any member in good standing. The Nominating Committee will be composed of five members:
1. The immediate Past President, if available, shall serve as Chair and in his/her absence, the position shall be filled by the preceding Past President.
2. Two members appointed by the existing President.
3. Two members elected from the membership at large at a General Membership Meeting.
The President shall select a Corporate Member to be the chairman of the Corporate Member Committee The interim chairman shall select at least three representatives of Corporate Members to serve on the Corporate Member Nominating Committee. Members of the Corporate Member Nominating Committee shall create a slate of Corporate Members that will be placed on a ballot and sent out to all Corporate Members for election of a Corporate Members Liaison to serve a two-year term.
Only Corporate Members may vote to elect their Director, who will be asked to attend regular Board Meetings to represent their interests.
SECTION 3 – ORDER OF BUSINESS
1. Roll call of Officers and Directors
2. Minutes of previous meeting
3. Correspondence
4. Executive Director’s Report
5. Chairman’s Report
6. President’s Report
7. Secretary’s Report
8. Treasurer’s Report
9. Report of Committees
10. Old Business
11. New Business
12. Election (if needed)
13. Introduction of New Officers
14. Adjourn
SECTION 4 – AMENDMENTS
Bylaws may be amended at any regularly called meeting of the Association provided notice of the proposed amendment(s) has been circulated to all active members 30 days prior to the time of the meeting, with a two-thirds majority being necessary, a quorum being present. A quorum shall be defined by ARTICLE VI of the Constitution.
Adopted April 1, 1954
Revised July 17, 1985
Revised April 23, 1988
Revised May 4, 1991
Revised May 9, 1992
Revised April 16, 1994
Revised September 1996
Revised September 2002
Revised April 2004
Revised March 2005
Revised March, 2007(RGS)
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