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Bylaws
of Landscape Maintenance Association, Inc.
ARTICLEI
- INTRODUCTION
Section
1.1.Definition of Bylaws:These
Bylaws Constitute the code of rules adopted by Landscape Maintenance
Association,
Inc. for the regulation and management of its affairs.
Section
1.2.Purposes and Powers:This
Corporation will have the purposes or powers as may be stated in its
Articles
of Incorporation, and such powers as are now or may be granted
hereafter
by law.
ARTICLEII
- NAME, LOCATION, BUSINESS YEAR
Section
2.1.Name: The
name of the Association shall be Landscape Maintenance Association, Inc.
The
name, seal, and logo are the exclusive property of the Association.
The
name, seal, and logo of the Association are reserved for the
exclusive
use of the Members of the Association only while they are current
Members
of the Association.
Members
agree as a condition of Membership that if their Membership is
terminated
for any cause they will cease to display the name, seal, or logo of the
Association in any form.
Section
2.2.Location:
The office of the Association shall be located in Pinellas County,
Florida
or in such other location as shall be determined by the Board of
Directors.
Section
2.3.Business Year:The
fiscal year of the Association shall be the calendar year.The
business year for change of officers shall be concurrent with the
fiscal
year.
Section
2.4.The
affairs of the Association when not spelled out in these bylaws shall
be
conducted in accordance with the general provisions of Roberts Rules of
Order (Latest revision).The records
and meetings of the Association are open to the public upon request.No
person shall be denied membership because of gender, race, color,
religion,
or physical handicap.
ARTICLEIII
- OBJECTIVES
The
objectives of the Association shall be to:
Provide
an effective voice for the Landscape Maintenance Industry.
Measure
the size and economic impact of the Landscape Maintenance Industry.Encourage
research and education in Landscape Maintenance both within the
educational
system and within the private sector.
Attain
recognition of Landscape Maintenance as a distinct and important
segment
of the Horticulture Industry.
Establish
standards for the Landscape Maintenance Industry.
Increase
the educational level of individuals in the Landscape Maintenance
Industry
in both technical and business management activities and skills.
Establish
safety standards and provide safety education.
Establish
a positive program for protection of the environment in Landscape
Maintenance
practices.
Encourage
and enhance cooperation with other segments of the 'Green Industry'.
ARTICLEIV
- MEMBERSHIP
Membership
shall be open to any firm or person engaged in or having a direct
interest
in landscape maintenance or individuals or firms supplying materials or
services to the Industry, and to educators and students in any of the
fields
directly related to the Industry.
Section
4.1.Qualifications:Applicants
for Membership must meet the standards of conduct prescribed in the
Association's
code of Ethics and must agree to adhere to the Code of Ethics.
Section
4.2.Admission:Applicants
shall be accepted as Probational Members upon submission of a signed
application,
and payment of the first year's dues. The Executive Director shall
furnish
the names of all Probational Members to the membership at least once
every
60 days.Members will have 60 days
time in which to object to acceptance of a probational member.Objections
must be based on either the lack of basic eligibility or failure to
meet
qualifications set forth in Section 4.1 above.Probational
Members will be accepted to full Membership at the end of the 60-day
period
if no objections have been made.If
any Member files an objection, the Membership Committee shall make
recommendations
to the Board of Directors for disposition of the application under the
same procedures prescribed for removal from Membership.Probational
Membership shall be continued until the Board of Directors has
completed
action.Probational Members shall
enjoy the rights of membership except they may not use the logo or
emblem
of the Association on stationery, business cards, or in any form of
advertising.
[Temporary
provision. Charter Members.Members
who join the Association prior to adjournment of the First Annual
Meeting
shall be Charter Members. The admission provisions of Section 4.2 shall
not apply to Charter Members.During
the period for Charter Membership applicants will be accepted as
members
in the appropriate category upon submission of a signed application and
payment of dues.The provisions of
all other Sections of this Article apply to Charter Members.]
Section
4.3.Membership year:The
applicant membership year will begin on the first day of the month
following
the month of submission of application with appropriate dues.
Section
4.4.Membership classification:
Voting members:Voting members are
entitled to all of the organizations mailings and other benefits, and
are
entitled to participate in all activities of the organization including
the right to vote and to hold office.
Active
Members:Members who are engaged
in landscape maintenance or closely related activities shall be classed
as Active Members.Active members
shall be voting members.
Educator
Members:Members who are full
time educators shall be eligible for Educator Membership.Educator
Members shall be voting members.
Allied
Members:Members who provide
materials or services to the industry shall be classified as Allied
Members.Allied
Members shall be voting members, but shall not be eligible for general
elective office.Allied members shall
be eligible for election to the Allied Member Director.
Section
4.5.Membership Classification:Non-voting
Members: Non-voting members are entitled to all of the rights of
membership
except the right to vote and to hold office.
Associate
Membership: Associate Members
shall be non-voting members. Members
who qualify under of the following provisions shall be Associate
Members.
Employees
of a Sponsoring Member may become Associate Members.
Full
time students shall be eligible for Associate membership, however a
student working more than 20 hours per week in Landscape Maintenance
Industry
shall be ineligible for Associate Membership.
Friends
of the Landscape Maintenance Industry and retired Landscape
Maintenance
Professionals may join as Associate Members.
Honorary
Members:The Board of Directors
may elect retired members or individuals who have provided outstanding
service to the industry to Honorary Membership.
Section
4.6.Business Membership and Sponsoring
Membership:
Any
business entity may become a Business Member.Business
Membership shall entitle the business to one Active Membership or one
Allied
Membership, if qualified under Section 4.4.a. or Section 4.4.c., and to
one Associate Membership.
Any
individual or business entity may become a sponsoring member.Sponsoring
membership shall entitle the individual or business entity to one
Active
Membership or one Allied Membership, if qualified under Section 4.4 a.
or Section 4.4 c. or to one Associate Membership; and to additional
Associate
Memberships and/or additional benefits as established by the Board of
Directors.
Section
4.7. Removal of Membership:
Members
may be removed from Membership for failure to adhere to the
Association's
Code of Ethics.Any member or non-member
may lodge a complaint in writing, which must give specific information
as the alleged failure to adhere to the Code of Ethics.The
Standards of Professional Practices Committee shall investigate
complaints
and make recommendations to the Board of Directors.If
the recommendation is for removal from membership, the Board of
Directors
shall conduct a hearing at which the charged member shall have the
right
to question the person bringing the complaint and to present evidence
on
his behalf.The Board of Directors
may remove the member on a two-thirds vote of those voting.
Members
will be automatically removed from membership if dues are not paid
within 30 days following expiration of the membership year.
A
member removed for cause other than non-payment of dues may not
apply
for re-admission as a member for one year following removal.
A
member removed for non-payment of dues may be reinstated at any
time
during the delinquent membership year by payment of the back dues plus
any reinstatement fee, which had been established.
ARTICLE
V - MEETINGS
Section
5.1.Annual meeting:The
annual meeting of the membership shall be held at a time and place
designated
by the Board of Directors, providing that the date shall be at least 30
days and not more than 90 days prior to the close of the fiscal year.Notice
of the annual meeting shall be distributed by mail to the membership at
least 60 days prior to the meeting.
Section
5.2.Special meetings:The
Board of Directors may call a special meeting of the Association if in
their judgment there is business so pressing that it must be acted on
prior
to the next Annual Meeting and action cannot in their judgment be
completed
by the Board of Directors.
The
business to be acted upon at any special meeting shall be stated in
the notice and no other business shall be considered at that time.
Written
notice of any special meeting of the Association shall be mailed to
the address of record of each voting member not less than ten (10) days
prior to the date of the Special Meeting.
Section
5.3.Voting:At
all meetings of the Association each voting member shall have one (1)
vote
and votes shall be cast in person only.
Section
5.4.Quorum:A
quorum shall consist of those voting members present at the meeting.
ARTICLE VI - OFFICERS
Section
6.1.Election of officers:The
elected officers of the Association shall be a President, a
Vice-President,
a Secretary, and a Treasurer.The
officers shall be elected by the membership by mail ballot certified at
the annual meeting of the Association.
Section
6.2.Term of Office:Each
elected officer shall serve a term of one (1) year or until a successor
is duly qualified and elected.The
term of office will normally begin at the beginning of the business
year.
Section
6.3.Qualification for Office:Any
voting member in good standing, subject to the restrictions in Section
4.4 C. and below, shall be eligible for nomination and election to any
elective office of this Association. Beginning with elections in the
year
1990, only persons who have served one year as a Regional Director or
as
an elected officer shall be eligible for elective office.No
business organization or corporate entity shall have more than one
elected
officer serving concurrently.All
operations of a business operating a chair shall be considered as a
single
entity for this purpose.When a person
is elected to an Association Office all other members from that
organization
or entity shall be ineligible to serve in office.
Section
6.4. Duties of Officers:
President:The
President shall serve as the presiding officer at all regular and
special
meetings of the Association, the Executive Committee, and the Board of
Directors.He shall make all required
committee appointments with the approval of the Executive Committee and
shall also serve, ex officio, with right to vote, on all committees
except
the nominating committee.
Vice-President:The
Vice-President shall perform the duties of the President in the event
the
President is absent or unable to serve.
Treasurer:The
Treasurer shall be chairman of the Finance Committee, and shall report
on the financial condition of the Association at the annual meeting and
at all regular meetings of the Board of Directors.At
the end of the fiscal year the Treasurer, with the Secretary and
Executive
Director, shall be responsible for the preparation of the annual report.
Secretary:The
Secretary shall read the minutes at regular meetings, and with the
Treasurer
and Executive Director, shall be responsible for the preparation of an
annual report.
Section
6.5.Removal from Office:Any
officer may be removed from office for just cause by a two-thirds
majority
vote of the Board of Directors.Failure
to attend two consecutive Board of Directors meetings without cause
shall
be considered action sufficient to consider removal.
Section
6.6.Vacancies:
the Board of Directors at any regular or special meeting shall fill
Vacancies
in any elected office for the balance of the term.
ARTICLE VII. - BOARD OF
DIRECTORS
Section
7.1.Authority and Responsibilities:General
control and administration of the funds, property and affairs of the
Association
shall be vested in the Board of Directors, which serves in the capacity
of a trustee.
The
Board of Directors may adopt such rules and regulations for the
conduct
of its business as shall be deemed advisable.Such
rules and regulations shall not be in violation of any provision of
these
bylaws.
The
Board of Directors shall establish Association policies and
maintain
general control over the affairs of the Association.
The
Board of Directors exercises final authority over all membership
matters
including election to membership, censure, expulsion from membership,
an
enforcement of the Code of Ethics in compliance with the bylaws.
The
Board of Directors sets the date and determines the place for the
annual
business meeting of the membership at least one year in advance of the
meeting.
Section
7.2.Composition of the Board:The
Board of Directors shall be composed of the four elected officers, the
immediate Past President, two Regional Directors from each geographic
region,
and one Allied Member Director.
No
business organization or corporate entity shall have more than one
member on the Board of Directors.All
operations of a business operating a chain shall be considered as a
single
entity for this purpose.When a person
is elected to an Association Office or as a Regional Director, all
other
members from that organization or entity shall be ineligible while that
person is serving on the Board of Directors.If
an officer and a Regional Director are concurrently elected from the
same
entity the Regional Director shall be ineligible.If
two Regional Directors are concurrently elected from the same entity,
the
newer of the two in terms of Association Membership (based on
membership
number) will be ineligible.
A
majority of the Board of Directors must be Active Members. When the
election of an additional Educator Member to the Board of Directors
would
cause the Active Member composition of the Board of Directors to be in
the minority, the newly elected Educator Member will be disqualified.
Section
7.3.Regions:The
Board of Directors shall determine the number of regions and the
geographic
composition of each region.
Section
7.4.Term of Office:Regional
Directors shall be elected for a two-year term.One
Regional Director will be elected from each region each year.Regional
Directors may serve two consecutive terms but may not be elected to a
third
consecutive term.
Section
7.5.Election of Regional Directors:Regional
Directors shall be nominated by the Nomination Committee and elected by
mail ballot from the members.
Section
7.6.Allied Member Director:The
Allied Member Director shall be nominated by the Nomination Committee
and
elected by mail ballot from the members.
Section
7.7.Alternate Director:The
Alternate Director shall be elected in each Region and an Alternate
Director
shall be elected for the Allied Member Directors.Alternate
Directors shall serve a one-year term of office and be authorized to
stand
in for either of the Regional Directors from their region, or either
Allied
Member Directors for the Allied Alternate.Alternate
Directors shall have a vote only when standing in for a Director.Alternate
Directors shall be nominated by the Nomination Committee and elected by
mail ballot from the members.
Section
7.8.Meetings of the Board of Directors:Regular
meetings of the Board of Directors shall be held four times per year.Members
of the Board of Directors shall be notified at least 30 days in advance
of regular meetings.Special meetings
of the Board of Directors shall be convened on call of a majority of
the
Executive Committee or on call of a majority or six (6) members;
whichever
is less, of the Board of Directors.Members
of the Board of Directors shall be notified at least seven (7) days in
advance of a special meeting of the Board of Directors.
Section
7.9.Quorum of the Board of Directors:A
quorum of the Board of Directors shall be fifty percent (50%) of the
Board
of Directors.
Section
7.10.Removal from Office:Any
Director may be removed from office for just cause by a two-thirds
majority
vote of the Board of Directors.Failure
to attend two consecutive Board of Directors meetings without cause
shall
be considered action sufficient to consider removal.
Section
7.11.Vacancies:
Vacancies in the Board of Directors shall be filed for the balance of
the
term by the President with the approval of the Board of Directors.
ARTICLE VIII - CHAPTERS
Section
8.1.Local Chapters:Local
chapters may be established whenever 15 or more members from a county
or
larger easily identified geographic area desire to form a chapter.The
Board of Directors shall approve the formation of a chapter.
Section
8.2.Chapter Membership:All
members within the geographical boundaries of the chapter shall be
members
of the chapter.
Section
8.3.Chapter Funds:The
Board of Directors shall work with local groups in establishing
procedures
to provide funds necessary for the operation of chapters, which may
include
rebate of a portion of the state dues when appropriately budgeted.
Section
8.4.Chapter bylaws:Bylaws
established by a chapter shall not be in conflict with these bylaws.
ARTICLE IX - EXECUTIVE
DIRECTOR
Section
9.1.Appointments:The
Board of Directors on recommendation of the Executive Committee shall
appoint
an Executive Director who shall serve at their discretion and they
shall
determine his compensation.
Section
9.2.Responsibilities:The
Executive Director shall be responsible for carrying out the provisions
of these bylaws as defined in policies established by the Board of
Directors.The
Executive Director shall be responsible for maintaining the records of
the Association, and its members, for proper and legal mailing of
notices
to members, and the recording of proceedings of the Association, the
Executive
Committee, and the Board of Directors.The
Executive Director shall prepare invoices for membership renewal which
shall be mailed 30 days prior to renewal date, shall collect all member
dues, fees and/or assessments, shall issue and sign checks, shall
insure
proper accounting procedures are utilized in the handling of the
Association's
funds in such depositories or investments as approved by the Executive
Committee.The Executive Director
shall be responsible for the preparation of monthly financial
statements
and an annual report.
The
Executive Director shall have an annual compilation of the
Association's
financial records prepared by an independent certified public
accountant.
The
Executive Director's duties not specified herein, remuneration, length
of service, and additional conditions shall be defined in a contract.
ARTICLE X - FINANCES
Section
10.1.Dues:Annual
dues, admission fees, and reinstatement fees, if any, shall be
established
by the Board of Directors upon recommendation of the Finance Committee.
Section
10.2.Dues Rebates:Upon
recommendation of the Finance Committee the Board of Directors may
establish
a procedure for rebate of a portion of the dues of members to the
chapters.
Section
10.3.Members Expenses:The
elected officers, directors, and committee members of the Association
may
be reimbursed for expenses as provided for in the annual budget of the
Association
ARTICLE XI - CERTIFICATION
Section 11.1.The
Association may establish a program for the certification of
individuals
working in the field of landscape maintenance.The
Education and Research Committee shall act as the Certification Board.The
development and administration of the certification program may be
contracted
but shall be under the supervision of the Certification Board.
ARTICLE XII - COMMITTEES
The
Standing Committees of the Association shall be as follows.When
not otherwise specified in the Bylaws, each committee shall elect it's
own chairman.
Section
12.1.Executive Committee:The
Executive Committee shall be composed of six (6) members.
The
four elected officers, the immediate Past President, and the
Executive
Director shall be the Executive Committee.The
President shall serve as Chairman.
Duties:The
Executive Committee shall take action to conduct the business of the
Association
between meetings of the Board of Directors.Such
actions of the Executive Committee shall be reviewed at the next Board
of Directors meeting.
Meetings:Meetings
of the Executive Committee may be called by the President or by two
members
of the Executive Committee.A quorum
of the Executive Committee shall be four members.Telephone
approval may be substituted for a formal meeting of the Executive
Committee
when four members of the Executive Committee agree to a course of
action.
Section
12.2.Membership Committee:The
Membership Committee shall be composed of five (5) members.
Members
of the Membership Committee shall be appointed by the President for
three-year terms.
Duties:The
Membership Committee shall ensure that there is an ongoing active
program
for the recruitment of new members.The
committee shall make recommendations to the Board of Directors within
forty-five
(45) days whenever an objection is filed to a new member application.
Section
12.3.Budget & Finance Committee:The
Budget and Finance Committee shall be composed of five (5) members.
Composition:The
Budget and Finance Committee shall be composed of the Treasurer as
chairman,
the Vice-President, and three members appointed by the President.Members
shall be appointed to three-year terms with one new member being
appointed
each year.
Duties:The
Budget and Finance Committee shall be responsible for the oversight of
all financial affairs of the Association and the preparation of an
annual
budget.
Section
12.4.Education and Research Committee:The
Education and Research Committee shall be composed of up to seven (7)
members.
Members
of the Education and Research Committee shall be appointed by the
President
for three-year terms.
Duties:The
Education and Research Committee shall ensure that there is an ongoing
active program for the educational advancement of the membership, shall
develop a plan of action for the encouragement of research in landscape
maintenance problems, and shall serve as the Certification Board.
Section
12.5.Standard of Professional Practices
Committee:The
Standard of Professional Practices Committee shall be composed of three
members.
Composition:Members
shall be appointed by the President to three-year terms with one new
member
being appointed each year.
Duties:The
Standards of Professional Practice Committee shall investigate and make
recommendations to the Board of Directors on any alleged failure by a
member
to conform to the Association's Code of Ethics.
The
committee shall make recommendations to the Board of Directors at
the
committee's discretion on changes to the Code of Ethics, or enforcement
of the Code of Ethics, or other matters pertaining to the establishment
or enforcement of Professional Practices Standards.
Section
12.6.Nominating Committee:The
Nominating Committee shall be composed of three members.
Composition:The
three most recent past Presidents that are available shall serve as the
Nominating Committee.The most recent
Past President shall serve as Chairman.Whenever
a Past President or Past Presidents are unavailable the President, with
the approval of the Executive Committee, shall appoint the needed
member
or members to the committee.
Duties:The
Nominating Committee shall place in nomination one name for President,
one name for Vice-President, and one name for Treasurer.Two
names shall be placed in nomination by the committee for the office of
Secretary.Two names shall be placed
in nomination for each Regional Director vacancy and two names shall be
placed in nomination for each Alternate Director.The
slate of nominees shall be delivered to the Executive Director at least
ninety (90) days prior to the annual meeting.
All
nominees must grant permission for their names to be placed in
nomination
and must agree to execute the duties of the office for which nominated
if elected, subject only to unforeseen interfering circumstances.
Section
12.7.Ad Hoc Committees:The
President with the approval of the Executive Committee shall have the
authority
to appoint Ad Hoc committees as needed to carry out the objectives of
the
Association.All Ad Hoc Committees
shall be considered temporary in nature.
Section
12.8.Vacancies:In
the event of a vacancy on any committee the President shallappoint
areplacement for the remainder of
the term of the vacancy.
ARTICLE XIII - AMENDMENT OF
BYLAWS
The
bylaws may be amended by a two-thirds vote of the members voting by
mail,
provided that the Board of Directors has recommended such amendment for
adoption, and a copy of the proposed amendment has been mailed to all
members
at least thirty (30) days prior to the mail ballot.
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