ARTICLE I – NAME & ASSOCIATION
The name of the organization shall be the Florida Parking and Transportation Association, hereinafter referred to as the “Association.” This Association is a nonprofit Association for the public benefit and is chartered under the provisions of the Florida Not for Profit Corporation Act. Chapter 617 of the Florida Statutes.
The Association shall observe all local, state and federal laws that apply to a nonprofit organization as defined in Section 501(c)(3) of the Internal Revenue Code. The Association shall maintain an affiliation with the International Parking Institute and other organizations deemed beneficial to its purpose.
ARTICLE II – PURPOSE
The purpose of this Association shall be to provide a mutual support network and environment for the professional interaction, growth and development of officials directly involved in the operation of parking and transportation programs, to include colleges and universities, municipalities, transit agencies, airport authorities, medical centers, civic centers and other owner-operated providers of public parking as well as vendors in the parking and transportation industry providing goods and services within the state of Florida.
It is the specific intent of this Association to provide an open forum for discussion of common problems, sharing information and technical know-how, and staying abreast of parking-related and transportation-related legislation. [See Charter]
Notwithstanding the above sections, the Association shall be nonpartisan and nonsectarian; shall take no part in, or lend its support to, the election of any candidate for public office; shall not endorse competing models of parking equipment, supplies or services; and shall not tender preference for, or endorse any specific management professional or consultation service provider or agent.
ARTICLE III – MEMBERSHIP
Section 1. Classes
There shall be three classes of membership: Regular, Associate, and Affiliate. To be eligible in any class in addition to other requirements as set forth in these By-laws, the purpose of a member must not be in conflict with the objectives of the Association.
A. Regular Members shall be municipalities and other government bodies, parking authorities, boards, bureaus, commissions, departments, colleges, universities, airports, hospitals, transit agencies or others having similar responsibility for the establishment, operations, maintenance, control or direction of public or private parking or transportation.
B. Associate Members shall be additional representatives of the Regular or Affiliate, Members or any other individual, association or organization that the Board of Directors may elect. [See Charter]
C. Affiliate Members shall be associations, consultants, private operators, businesses or individuals engaged in supplying goods or services in the parking and transportation fields or interested in, or connected with the operation and development of public parking or transportation, whether for profit or otherwise, and who support the objectives of the Association.
Section 2. Voting Rights
Only Regular and Affiliate Members shall have the right to vote on any matter submitted to a vote of the members. Regular and Affiliate Members shall have one vote which may be exercised on its behalf by its named Associate Member.
Section 3. Motions
Only Regular and Affiliate Members shall have the right to move a proposal at the annual or special meetings of the Association which right may be exercised on its behalf by its named Associate Member. Any member may participate in discussion at annual or special meetings of the Association unless the voting members shall determine by a majority vote that discussion on a particular matter shall be limited to voting members.
Section 4. Dues
Annual dues shall be as established by the Board of Directors. All members shall pay dues annually. Dues are not refundable other than for inadvertent duplication or unauthorized admission. Termination for nonpayment of dues and reinstatement where payment of the current year’s dues is made shall be in accordance with Section 6 of this article.
Section 5. Admission
Application for membership shall be submitted to the Association Secretary or Association Manager. Admission shall be granted to anyone that qualifies for membership under Section 1 of this Article.
The Board of Directors shall report on membership at the annual meeting and maintain a list available for review by any association member upon request.
Section 6. Termination
A. Membership in any class may be terminated by the member upon written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues or other charges theretofore accrued and unpaid.
B. The Board of Directors may, by vote of two-thirds of all members of the Board, suspend or expel a member for cause after an appropriate hearing. Cause shall include, but not be limited to, circumstances where a member is found to have acted in a manner as to be prejudicial to the objectives or successful operation of the Association. Suspension shall be for such period of time as the Board of Directors deems appropriate.
C. The Board of Directors may, by a majority vote, terminate the membership of any member for nonpayment of dues.
D. The Board of Directors may, by a vote of two-thirds of all members of the Board, reinstate a former member to membership upon such terms as the Board of Directors deems appropriate.
Section 7. Transfer of Membership
Membership in this Association is not transferable or assignable.
ARTICLE IV – MEETINGS OF MEMBERS
Section 1. Annual Meeting
The membership shall meet at least once a year at such time and such place as may be determined by the Board of Directors. The membership shall be advised either by assembly or by mail a reasonable time in advance of the site and time of the annual meeting.
Section 2. Annual Business Meeting
The annual business meeting may consist of one or more sessions at the annual meeting for the purpose of selecting directors and such other business as may come before the meeting.
Section 3. Special Meetings
The Board of Directors may call special meetings of the members at such time and place as may be deemed necessary. Written notice of the place, date, and location of a special meeting shall be delivered to each member entitled to vote at such meeting not less than thirty days before the date of such meeting. The purpose for which the special meeting is called shall be stated in the notice.
Section 4. Notice of Meetings
Notice may be accomplished through electronic communication sent to the Association’s general membership. If notice is mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail addressed to the member at their address as it appears on the records of the Association.
ARTICLE V – BOARD OF DIRECTORS
Section 1. General Powers
The Board of Directors shall manage the affairs of the Association.
Section 2. Composition
The number of Directors shall be nine (9). Affiliate members may fill at least two (2) positions and no more than four (4) positions. A maximum of two (2) affiliate members may serve on the Executive Board.
Except as provided in this Article, only Regular and Affiliate Members may be elected to, or serve as a member of, the Board of Directors. Any member representing a municipality, college or university campus, hospital or medical center, airport or other membership category may be elected to the Board of Directors.
Section 3. Term of Office
The elections shall be conducted in such a manner that the terms of at least four directors expire each year. If a director is elected to fill an unexpired term after a resignation or re-appointment, their term will only be for the remainder of that unexpired term.
The position of Past-President will serve a 1-year term immediately after service as President. The Past–President is not eligible for nomination to another position on the Executive Board nor is the Past-President eligible for re-election to the Board of Directors in the general election unless the number of nominees is fewer than the number of vacancies.
The position of President will serve a 1-year term immediately after service as President-Elect. The President is not eligible for nomination to another position in the Executive Board and will automatically serve as the Past-President in the following year.
The position of President-Elect will be nominated and appointed on an annual basis during the annual business meeting. Eligible nominees must have served at minimum of one (1) year on the Board of Directors within the past three (3) years. The President-Elect will automatically serve as President in the following year and Past-President the year after serving as President.
The position of Treasurer will be nominated and appointed on a bi-annual basis during the annual meeting on even numbered years. The Treasurer will serve a 2-year term and is eligible for nomination into another Executive Board position if serving a term with one additional year of service remaining.
The position of Secretary will be nominated and appointed on a bi-annual basis during the annual meeting on odd numbered years. The Secretary will serve a 2-year term and is eligible for nomination into another Executive Board position if serving a term with one additional year of service remaining.
The positions of Director at Large will be elected by the general membership on an annual basis and will serve a 2-year term. However, if one or both of the sitting Director at Large members are appointed to the Executive Board, the newly elected Director(s) with the fewest number of votes in the general election will serve a 1-year term in order to rebalance the Board of Directors whereas the terms of two Directors will expire the following year.
For the purpose of this section, a year shall comprise the period from the end of one annual meeting to the end of the next annual meeting.
If a Board member’s classification changes during their term of office, they may complete the term to which they were elected without regard to classification restriction outlined in this article.
Section 4. Election of the Board of Directors
At least ninety days before the annual meeting, the Nominating Committee shall prepare a list of at two times the number of vacancies, when feasible, and shall secure the consent of each nominee.
In preparation of the list of nominees, the Nominating Committee shall take into consideration and attempt to reflect in its selection of nominees from the membership the ratio of municipal, institutional, airport, and hospital members to the total membership for nominees from the regular membership. For Nominees for Affiliate positions, the Nominating Committee shall endeavor to include consultants, vendors and service providers in the ballot. The Nominating Committee’s final report shall be subject to approval of the Board of Directors.
The Secretary shall submit to the Regular Members, at least sixty days before the annual meeting, the list of nominees prepared by the Nominating Committee. The list of nominees will be sent by e-mail to all regular and affiliate members and posted on the Association’s website.
B. Additional Nominations
Additional nominees may be nominated by a written submission to the Secretary by five Regular Members in good standing. Such written submission must be accompanied by the written consent of the nominee and must be submitted to the Secretary not later than forty days prior to the annual meeting.
Not later than twenty days before the annual meeting the Nominating Committee Chairperson shall forward to all Regular Members a ballot listing those individuals of the appropriate membership class nominated according to these By-laws.
D. Return of Ballots
Ballots shall be returned to the Secretary prior to the election at the annual meeting.
E. Required Votes
Those candidates receiving the highest number of votes to fill the number of vacancies declared under Section 4 (A) of this Article, shall be declared elected during the annual business meeting. In the event of a tie for the final vacancy, the outgoing Board of Directors shall decide between the tied candidates and declare the candidate elected. If the tie is between a member of the outgoing Board of Directors, the Director(s) will abstain from voting and the outgoing Past-President will serve as a tie-breaker should one occur.
F. Additional Items on the Ballot
The Board of Directors may instruct the Secretary to include a ballot on such issue or issues which the Board deems advisable to canvass by mail.
Section 5. Election of Affiliate Members
In the instance where more than four (4) affiliate members secure the majority of the votes, only the four (4) affiliate members with the largest number of votes will fill the vacant board positions and the remaining vacancies will be filled by the regular members with the most amount of votes.
Section 6. Meetings
There shall be at least one meeting of the Board of Directors to be held in conjunction with the annual meeting. No notice other than these By-laws is required.
Section 7. Special Meetings
Special meetings may be called by a majority of the Board of Directors or by the President.
Section 8. Notice
Notice of special meetings of the Board of Directors shall be given at least ten days previously thereto by written notice to each director at the address shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail. If notice is given by electronic mail (e-mail), such notice shall be deemed to be delivered when the e-mail is posted by the originator. Notice of any special meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to the notice either before or after the time of the meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Except where otherwise provided, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the notice of waiver or notice of such meeting, unless specifically required by law or these By-laws.
Section 9. Manner of Acting
Each director shall have one vote. Except where otherwise provided, the act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors; however, in no case shall a motion be passed unless there are at least five affirmative votes.
Votes may be cast by proxy for a member absent from the meeting at which the proxy vote is cast. Such proxy votes as the absent member may wish to cast must be specified in writing and shall be limited to items appearing on the formal agenda of that meeting. Such proxy votes must be submitted to the Secretary who shall cast the votes in accordance with the written instructions of the absent member.
Section 10. Quorum
Five directors shall constitute a quorum.
Section 11. Vacancies
When a vacancy on the Board of Directors occurs, it may be filled for the balance of the unexpired term by a member from the appropriate membership class selected by the Board. Anyone appointed to fill such a vacancy may serve until the next annual meeting at which time the position will be filled by a vote of the membership.
ARTICLE VI – OFFICERS
Section 1. General
The officers of the Association shall be: President, President-Elect, Secretary, Treasurer, and Past-President. Such other officers and assistant officers as may be deemed necessary may be appointed by the Board of Directors. Any two offices may be held by the same person except the offices of the President and Treasurer.
Nominees for the office of President-Elect must have served a minimum of one (1) full year as a board member within the past three (3) years and not more than five consecutive years on the Executive Committee.
Section 2. Election and Term of Office
At the Annual Business Meeting of the Membership and after announcing the election results, the Outgoing Past-President shall preside over a closed session of the incoming Board of Directors for the nomination, discussion, and voting of the vacant Executive Board positions. The Incoming Board of Directors shall nominate from within, the positions of President-Elect and Treasurer (during even numbered years) OR Secretary (during odd numbered years).
Outgoing board members are not eligible for nomination unless re-elected by the membership.
The Outgoing Past-President will immediately open the floor to the Board of Directors for comments and discussion.
Once the discussion is closed, the appointment of the vacant officer positions will be based by a majority vote of the Board of Directors. Directors who are nominated will abstain from voting on those positions. In the instance of a tie, the outgoing Past-President shall cast the deciding vote.
At the conclusion of the election of the vacant officer positions, the Secretary during even numbered years or outgoing Secretary during odd numbered years will determine if any term limits shall be adjusted in order to ensure the following:
1. A Treasurer will be appointed during all even numbered years
2. A Secretary will be appointed during all odd numbered years
3. Two of the Director at Large positions will serve for only one year
In instances where an adjustment to the length of term is needed for the Director at Large position(s), the Secretary will reduce the terms based on the director(s) with the fewest number of votes during the current election.
Excluding the position of President-Elect, no officer shall hold an Executive Committee position for a combination of terms greater than five consecutive years.
Officers shall serve until the first meeting of the Board of Directors following the next annual election.
Section 3. Removal
Any officer or agent may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Election or appointment of an officer or agent shall not, of itself, create contract rights.
Section 4. President
The President shall be the principal elected officer of the Association. The positions of President, Past-President, and President-Elect shall serve in a three-year cycle with the elected official serving the first year as President-Elect, the second year as President and the third year as Past-President. Subject to the direction and control of the Board of Directors, the President shall discharge all duties incident to the office of the President and such other duties as may be prescribed by the By-laws and the Board of Directors.
Section 5. President-Elect
The President-Elect shall assist the President in the discharge of the duties of the office as the President may direct and shall perform such other duties as from time-to-time may be assigned by the President, by the Board of Directors or by these By-laws. In the absence of the President or in the event of the President’s inability or refusal to act, the President-Elect shall perform the duties of the President and when so acting, shall have all the powers of and be subject to all restrictions upon the President.
Section 6. Past-President
The Past-President shall assist the President in the discharge of the duties of the office as the President may direct and shall perform such other duties as from time-to-time may be assigned by the President, by the board of Directors or by these By-laws.
Section 7. Secretary
The Secretary shall perform all duties incident to the office of the Secretary and such other duties as from time-to-time may be assigned by the President, by the Board of Directors, or by these By-laws. In the absence of the President and President-Elect, the Secretary shall preside.
Section 8. Treasurer
The Treasurer shall perform all duties incident to the office of the Treasurer and such other duties as from time-to-time may be assigned by the President, by the Board of Directors or by these By-laws.
ARTICLE VIII – COMMITTEES AND DIVISIONS
Section 1. General
Committees shall be established as provided in these By-laws. Except as otherwise provided, the President shall name the Chairperson and members of all committees provided, however, that the President may delegate to the Chairperson of any committee the appointment of additional members. If a person specified by the By-laws to act as Chairperson of a committee is unable or unwilling to act, the President shall appoint another member subject to the approval of the Board of Directors. Except as otherwise provided in the By-laws, members of any class may be appointed to a committee.
Section 2. Executive Committee
The Executive Committee, comprised of the President, the President-Elect, the Secretary, the Treasurer, and the Past-President, shall meet as necessary at the call of the President for the purpose of conducting business between meetings of the Board of Directors. The Executive Committee shall have and exercise the authority of the Board of Directors in the management of the Association, but all actions taken by the Executive Committee shall be reported to the Board of Directors at its next meeting for confirmation by the Board of Directors.
Section 3: Finance Committee
The Finance Committee shall be co-chaired by the Treasurer and previous Treasurer. Additional members shall be appointed by the President with the purpose of assisting the Treasurer, as needed, with managing, reporting, and budgeting the finances of the Association.
Section 4. Nominating Committee
The Chairperson of the Nominating Committee shall be the President-Elect. Additional members, appointed by the President, shall consist of a first-year member of the Board of Directors and other regular and affiliate members of the Association.
The Nominating Committee shall make nominations in accordance with Article IV, Section 4.
Section 5. Rules Committee
The Chairperson of the Rules Committee shall be a Regular or Affiliate member appointed by the President and subject to the approval of the Board of Directors. The Chairperson shall appoint other eligible interested individuals and organizations as members of the Rules Committee to serve for one year. The Rules Committee shall regularly review the Articles and By-laws of the Association and may recommend changes or amendments to the Board of Directors. Any proposed business, which affects the Articles or By-laws, may be referred to the Rules Committee for report.
Section 6. Membership Committee
The Chairperson of the Membership Committee shall be appointed by the president subject to confirmation by the Board of Directors. The Membership Committee shall conduct an annual and ongoing campaign to solicit new members from among parking professionals.
Section 7. Marketing Committee
The Chairperson of the Marketing Committee shall be a Regular Member appointed by the President subject to approval of the Board of Directors. The Marketing Committee shall be responsible for maintaining the Association web page, newsletters and other information associated with promoting the Association. The Marketing Committee shall work closely with the Membership Committee to develop material necessary for the good of the Association.
Section 8. Conference Committee
The Chairperson of the Conference Committee shall be the Past-President. The Conference Committee shall be responsible for all matters as they relate to the annual conference and other annual events.
Section 9. Other Committees
Standing committees, other than those presently established may be established by By-law.
Special committees may be established by By-law, by resolution of the membership, by resolution of the Board of Directors, or by the President subject to the approval of the Board of Directors.
ARTICLE IX – AMENDMENTS
Except as otherwise provided, the power to alter, amend or repeal the By-laws or adopt new By-laws shall require a 2/3’s vote of the Board of Directors. Such action may be taken at any duly called meeting of the Board of Directors. The By-laws may contain any provision for the regulation and management of the affairs of the Association not inconsistent with law or the Articles of Incorporation. To become permanent, the amendment must be ratified by 2/3’s vote of the membership at an annual or special meeting as provided in ARTICLE IV.
ARTICLE X – RULES AND PROCEDURES
The rules contained in “Roberts Rules of Order, Revised” shall govern the meeting of the Board of Directors in all cases in which they are applicable and in which they are not inconsistent with the By-laws.
ARTICLE XI – FISCAL YEAR
The Fiscal Year of the Association shall be from the first day of January to the thirty-first day of December. The Board of Directors will attempt to maintain a minimum fund balance of no less than 150% of the association’s annual fixed expenses.
The Board of Directors shall appoint a Certified Public Accountant to audit the financial records and accounts of the Association and prepare an annual financial report. The report shall be summarized and read at the next annual business meeting.
ARTICLE XII – WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the State of Florida Code for Nonprofit Associations or under the provisions of the Articles or the By-laws of the Association, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.