ARTICLE I NAME & LOCATION OF HEADQUARTERS SECTION 1. The name of this non-profit corporation shall be “Florida Association of Personnel Services, Inc.” (FAPS), hereinafter referred to as the “Association” or “FAPS”. SECTION 2. The principal office of the Association shall be at the business address of the then current President of the Association. Should the Association require a different office, the Board of Directors may designate a site by a two-thirds vote at a meeting where quorum is present. The office may be moved at any time by following the above-specified steps. ARTICLE II OBJECT & PURPOSE SECTION 1. This Association is formed to promote the common business interests of its members, who shall be proprietors, firms and individuals in the permanent and temporary personnel services industry, hereinafter referred to as the “personnel services industry” in the State of Florida. It is the intent of this Association to be an affiliate Chapter of the National Association of Personnel Services and aspire to accomplish its objections in cooperation with this national association. The object and purpose of this Association is to promote constructive publicity and to create a better understanding, acquaintance, coordination and cooperation among fee charging employment services; to increase the efficiency of the agency service by the promotion of effective methods for serving employers and job applicants, by the consideration of the relations between employers and candidates, and by investigating and studying industrial and economic conditions and current legislative and regulatory environments; to set and maintain the highest standards of ethics and business practice; to amply protect its members against all acts, methods and practices not in the best interests of the service. The purposes of the Association shall be achieved by meeting the following objectives: A. To promote high standards of ethical practice and encourage friendly relations among all private employment agencies in the State of Florida.
B. To promote the interests of the industry and its employees before federal, state, and local governments.
C. To promote, through programs, publicity, publications, and position statements, positive recognition of the staffing services industry by government, business and the general public regarding private personnel services.
D. To increase the efficiency of the personnel services industry by developing, maintaining, analyzing and disseminating comprehensive industry-related information, by promotion of effective methods for serving employers and employees, and by the investigation and study of industrial and economic conditions with a view of employment stabilization.
E. In general, to promote, extend and protect the interests of the personnel services industry.
ARTICLE III FISCAL YEAR
The fiscal year, for financial purposes only, shall commence on January 1st and shall end on December 31st of each year.
ARTICLE IV MEMBERSHIP SECTION 1. Any corporation, company, partnership, or individual engaged in negotiating permanent or temporary placement or outplacement where a fee is charged, is eligible for membership without regard to race, creed, color, religion, sex, national origin, veteran status, or disability. Membership is held in the name of the firm or individual and must be approved by the Board of Directors. The Board may deny membership to any applicant who has demonstrated a failure to comply with the Standards of Ethical Practices, after affording the applicant the opportunity to respond to any such charges. Each firm member must name its official voting representative designate to the Association.
SECTION 2. Application for membership shall be made in writing on a form prescribed by the Board of Directors and filed with the administrative office. A signed copy of the Association’s Standards of Ethical Practices shall accompany the application.
SECTION 3. In the event of a change in ownership of a firm holding Association membership, membership can be transferred to the new owner only on recommendation and approval of the Board of Directors.
SECTION 4. There shall be six classes of membership.
A. Voting Membership. Only active members in good standing shall be eligible to vote or hold elective office.
Active Membership - Any firm, in Section 1, which, in the opinion of the Board of Directors, is in sympathy with, and adheres to the purposes of the Association, complies with all the provisions of these bylaws and complies with the Standards of Ethical Practices shall be eligible for active membership in the Association. B. Non-voting Membership. The following membership categories shall have non-voting membership status, and shall not be eligible to hold elective office in the Association: (1) Individual Membership - Any individual, who is employed in the personnel services industry who is in sympathy with the objectives and purposes of the Association, but who does not fulfill the requirements for active membership, shall be eligible for membership subject to the approval of the Board of Directors. (2) Honorary Membership - A person (not a firm) who is not actively engaged in the personnel services industry, but who has made outstanding contributions to the industry and the Association shall be eligible for honorary membership. Honorary membership is conferred after recommendation to the Board of Directors, and approval by three-fourths of the Board. (3) Life Membership – A person (not a firm) with an active member firm or former active member firm of the Association who has made outstanding contributions to the personnel services industry and the Association shall be eligible for life membership. Life membership is conferred after recommendation to the Board of Directors, and approval by three-fourths of the Board. This membership is only for the conferred individual and is non-transferable. This person is entitled to FAPS mailings, and attendance to all FAPS functions at no charge.
(4) Special Membership - Any personnel employment service without operation in the State of Florida, which is in sympathy with the objectives and purposes and agrees to abide by the Standards of Ethical Practices of the Association and which meets underwriting standards shall be eligible for special membership, subject to the approval of the Board of Directors. (5) Affiliate Membership - Any business firm which is not a placement, or out placement service but which is in sympathy with the objectives and purposes of the Association and which meets the underwriting standards set by the Board of Directors shall be eligible for affiliate membership. Affiliate Memberships will be re-approved on their anniversary date each year.
SECTION 5. All members of this Association shall be encouraged to become members of the National Association of Personnel Services.
ARTICLE V DUES & ASSESSMENTS
SECTION 1. The Board of Directors shall determine the annual dues for each member classification of the Association annually. Provisions may be made for time of notice to members of dues rates or any changes thereon.
SECTION 2. Dues will be billed annually according to the membership anniversary date. The Vice President – Membership reserves the right to offer promotions for membership.
SECTION 3. Members who fail to pay their dues (subscriptions or assessments) within thirty days from the time the same become due shall be notified by the Treasurer or Executive Administrator, and, if payment is not made within the next succeeding thirty days, shall, without further notice and without hearing, be dropped from the rolls and thereupon forfeit all rights and privileges of membership.
SECTION 4. No dues shall be refunded to any member whose membership is terminated for any reason. ARTICLE VI MEETINGS
SECTION 1. Annual - The first meeting of the calendar year shall be an annual meeting of the Association for the installation of Officers and member recognition. Notice of such meeting shall be mailed and/or e-mailed to the last recorded address of each member at least thirty (30) days before the time appointed for the meeting.
SECTION 2. Regular - the Board of Directors shall decide regular meetings of the Association. Notice of time and place shall be mailed and/or e-mailed to each member at his last recorded address at least ten (10) days in advance of each meeting. SECTION 3. Special - the President or the Board of Directors may call special meetings of the Association. Notice of any special meeting shall be mailed and/or e-mailed to each member at his last recorded address at least ten (10) days in advance, with a statement of time and place and information as to the subject or subjects to be considered. SECTION 4. Quorum - Twenty percent (20%) of the active membership in good financial standing when present at any meeting of the Association shall constitute a quorum, and, in case there be less than this number, the presiding Officer may adjourn the meeting from time to time until a quorum is present. SECTION 5. Meetings of the Board of Directors shall be held at least quarterly, or monthly as scheduled by the President. Meetings are open to any member of the Association. The President may call a closed executive session only to address personnel issues of the Association, or to hear resolutions or complaints regarding member ethics. The Board of Directors may, by majority vote, choose to meet by using teleconference or videoconference techniques. A simple majority of the total Board of Directors must be in attendance to conduct the business of the Association. SECTION 6. All regular and special meetings shall be conducted under Robert's Rules of Order. Meetings of the Members shall be presided over by the President; or if he/she is not present, by the Vice President - Programs; or if he/she is not present, by the Vice President - Membership; or if none of them are present, by a chair chosen by the meeting. The Secretary, or in his/her absence a person chosen by the meeting, shall act as Secretary of the meeting. The order of business may not be altered or suspended at any meeting by a majority vote of the members present.
ARTICLE VII EXECUTIVE OFFICERS
SECTION 1. The Officers of this Association shall be a President, Immediate Past President, Vice President - Membership, Vice President - Programs, Secretary and Treasurer. They shall be elected from the Board of Directors designated in ARTICLE VIII, according to procedures outlined in ARTICLE IX. Their election shall be for a term of two years to run from January 1, through December 31 of the following year, or until their successors are elected. Officers may not serve more than two consecutive terms in one position.
SECTION 2. Officers must be agency owners or managers or individual consultants with agency designated membership status.
SECTION 3. The elected officers shall have specific responsibilities as follows:
A. The PRESIDENT shall be the Chief Officer of the Association, and shall preside at meetings of the Association and of the Board of Directors. The President is responsible for determination of Association policy on all matters requiring such determination between meetings of the Board of Directors; and for the leadership necessary to assure that the work of all committees is carried out in such a manner that the objectives of this Association as set forth in ARTICLE II are realized to the fullest extent possible during his or her term of office. When voting, the President may vote to make or break a tie, because it is assumed that the President tends to promote the welfare and increase the usefulness of the Association.
B. The IMMEDIATE PAST PRESIDENT shall serve as a voting advisory Executive Officer for the term following his/her elected term in office.
C. The Vice Presidents shall be responsible for the orderly and business like execution of the work of those committees assigned to them by the President, and the duties assigned by the President and/or Board of Directors.
a. The VICE PRESIDENT - PROGRAMS in the event of the absence, disability or death, resignation or expulsion of the President, shall assume the duties of the President and shall possess all the powers and perform all the duties of that office.
b. The VICE PRESIDENT – MEMBERSHIP, in the event the Vice President of Programs is unable or unwilling to serve in this position, shall assume those responsibilities of the President and shall be filled in the manner prescribed in ARTICLE X.
D. The SECRETARY / TREASURER shall give notice of all meetings of the Board of Directors and of the Membership, together with the proposed agenda, and shall keep a record of their proceedings. The Secretary / Treasurer shall also be responsible for collecting all the moneys, paying all bills, and keeping all accounts. The Secretary / Treasurer shall supervise the preparation of an annual report to be submitted to the members at the annual meeting. A special committee appointed by the Board of Directors shall audit the books of the Treasurer annually.
ARTICLE VIII BOARD OF DIRECTORS
SECTION 1. The Board of Directors shall have supervision, control, and direction of the affairs of the Association, shall determine its policies or changes therein within the limits of the bylaws, shall actively prosecute its objectives, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such agents as it may consider necessary. The Board of Directors shall have the authority to employ executive and management services, to fix term and compensation for such services, to designate executive officer titles, and to designate duties and authority to those performing such services.
SECTION 2. The Board of Directors shall be comprised of the following voting members: Five (5) Executive Officers – President, Immediate Past President, Vice President – Programs, Vice President – Membership, Secretary / Treasurer; Six (6) Committee Chairmen; and up to Fourteen (14) Regional Representatives selected from geographical zones within the state.
SECTION 3. The Executive Officers shall appoint the Board of Directors annually. The newly appointed Board of Directors for the following term will be announced at the association meeting following the meeting in which results of the Officers election are announced. Their election shall be for a term of one year to run from January 1, through December 31, or until their successors are elected.
SECTION 4. Regional Representatives will be selected and appointed by the Executive Officers from seven (7) geographical zones within the state. When necessary and/or available, regions may have up to two (2) Regional Representatives each; preferably one (1) representing each discipline of personnel services – permanent and temporary staffing.
SECTION 5. Executive Administrator
A. The Board of Directors may retain a staff head who shall have the title of Executive Administrator whose terms and conditions of retention shall be specified by the Board.
B. The Administrator shall manage and direct all activities of the Association prescribed by the Board of Directors and shall be responsible to the Board.
SECTION 6. Failure by any director to attend two (2) consecutive meetings, without good and sufficient reasons as determined by ¾ of the remaining Board Members, may result in that director being dropped from the Board. Failure by any director to attend three (3) consecutive meetings for any cause WILL result in that director being dropped from the Board. SECTION 7. The President may appoint additional active members of the Association as associate board members. Associate members shall have no board vote in actions before the Board for consideration. Appointees may include special project or committee chairpersons, past officers of the Association, or any state member having served or serving for the National Association of Personnel Services.
ARTICLE IX NOMINATIONS & ELECTIONS
SECTION 1. The President shall appoint a Nominating Committee for Officers and Directors by August of each year to consist of five (5) members, one (1) of which shall be a past President. To be eligible for an Officer position, a nominee must be a current Board Member or must have served on the Board within the last five (5) years. The report of the Nominating Committee will be made via mail and/or e-mail and at the next regular meeting. The general membership may make additional nominations for Directors and Officers by petition. Before a nominee is placed on the ballot, the nominated member must approve his/her nomination. CLOSED BALLOTS with names of all Board nominees and Officers-elect will be sent to each member by October. Returned ballots will be opened at the next meeting, and tabulated with the results immediately announced. In the event no individual has received a clear majority, election will be by majority vote of those present (quorum) at the meeting, with the results immediately announced.
ARTICLE X VACANCIES
Upon the death, resignation, or expulsion of an Officer or a member of the Board of Directors, the Board of Directors shall appoint a replacement, taken from the current membership. The appointee chosen by the Board will serve until the next election, or expiration of the term of the position vacated, whichever comes first.
ARTICLE XI COMMITTEES
The President, upon direction of the Board of Directors, will authorize and delegate responsibility for all special projects through the appointment of committees, and is automatically an advisory member of all committees. The following shall be known as Standing Committees:
1. Membership Committee, Reports to V.P. Membership2. Program Committee, Reports to V.P. Programs3. Education and Certification Committee, Reports to V.P. Programs4. Public Relations Committee, Reports to V.P. Membership5. State Conference Committee, Reports to V.P. Programs6. Website and Vendors Committee, Reports to President Except as otherwise provided, each committee shall be comprised of no less than three members. The Vice President, to whom the committee reports, shall also serve as an advisory member of the committee. The Board of Directors reserves the right to veto motions made by committees. ARTICLE XII RESIGNATIONS & EXPULSIONS SECTION 1. Resignations shall be made in writing and sent to the President. The President/Secretary will immediately inform the Officers of FAPS of any resignation, even if the resignation is not until year-end. No resignation shall be accepted unless and until the member presenting it has paid all current year's indebtedness/dues.SECTION 2. The Association subscribes to the Standards of Ethical Practices of (NAPS) National Association of Personnel Services. Any member found by the Ethics Committee to have violated the Standards of Ethical Practice shall be subject to expulsion or suspension by the Board of Directors. At least thirty (30) days prior to such vote by closed ballot, written notice of the findings of the Ethics Committee shall be given to the offending member who shall have been afforded ample opportunity to present his case to the Board of Directors who will act as a Court of Last Appeals. SECTION 3. Charges preferred against any member must be made in writing and sent to the President. The President shall cause an immediate investigation of all charges through all sources available and bring a report to the next meeting of the Board of Directors for appropriate action. Upon recommendation of the Board of Directors and after a hearing where the member has been given at least sixty (60) days notice of such hearing and an opportunity to be heard, the member in question may be dropped from membership for breaches of the Standards of Ethical Practices. Any member against whom charges have been preferred shall be deprived of a vote of his own case. If expelled or suspended, he will not be entitled to any refund of dues. After a period of one (1) year, an expelled member may re-apply for membership under procedures prescribed for new members. SECTION 4. Any member of the Board of Directors against whom charges have been preferred shall be deprived of his/her vote at any hearings on his/her case. The President has the right to suspend a Board Member from his/her position pending a hearing on the case in question. In the event that charges are brought against the President, the Board of Directors has the right to suspend the President, by majority vote, from his/her position pending a hearing on the case in question. ARTICLE XIII LIABILITIES / INDEMNIFICATION SECTION 1. Limitation on Liabilities - Nothing herein shall constitute members of the Association as partners for any purpose. No member, officer, director, agent, or employee of this Association shall be liable for the acts or failure to act on the part of any other member, officer, director, agent, or employee of the Association. Nor shall any member, officer, director, agent, or employee be liable for his acts or failure to act under these By-Laws, except only acts or omissions to act arising out of his willful misfeasance and malfeasance. SECTION 2. Indemnification - Any Officer or Director of this Association or former Officer or Director of this Association shall be reimbursed against the reasonable expenses actually and necessarily incurred by them in connection with the defense of any action, suit, or proceeding in which they or any of them are made parties, or a party, by reason of having been Directors or Officer or by reason of them currently serving as the Director or Officers of the Association, except in relation to matters as to which such Director or Officer or former Director or Officer shall be adjudged in such action, suit, or proceeding to be liable for gross negligence or misconduct in the performance of duty and to such matters as shall be settled by agreement predicated on the existence of such liability. ARTICLE XIV AMENDMENTS Amendments to these By-Laws may be proposed by the Board of Directors or by any Association member in good standing and must be made in writing to the President. Amendments may be adopted by a two-thirds vote of the Board of Directors and shall take effect immediately upon their adoption. 
