Approved at Annual General Meeting 1-29-2022
BYLAWS of the
FLORIDA STORYTELLING ASSOCIATION
ARTICLE I. Purpose
The purposes of the Florida Storytelling Association, Inc. [“FSA”] are to promote and develop storytelling throughout the State of Florida and operate exclusively for charitable or educational purposes within the meaning of section 501(c)(3) of the Internal Revenue Code.
ARTICLE II. Membership
SECTION 1. There shall be one or more classes of membership as shall be determined by the Voting Board of Directors. Membership shall be open to all persons who are interested in the promotion of storytelling. Annual membership fees will be determined, from time to time, by the voting Board of Directors and shall be required to be paid, non-refundable and not prorated, to obtain membership. The Voting Board of Directors may determine different classes and amounts of fees for membership. The fees will provide for voting privileges and eligibility for event participation purposes. A member shall be in good standing if the member is not delinquent on dues, fees and in compliance with Section 2, hereinafter. A member not in good standing shall not be permitted to vote or to participate in FSA sanctioned events.
SECTION 2. All members shall abide by these bylaws and such standing rules and policies as shall be promulgated by FSA and any organization with which it is affiliated. Failure to abide by these rules may result in a member’s disciplinary suspension by the Voting Board of Directors or its designee.
SECTION 3. A membership year runs for one year from date of application.
ARTICLE III. Directors, Officers, and Authority
The administrative authority to represent and conduct the business of FSA is vested in the Voting Board of Directors.
All members of the Voting Board of Directors shall be elected at the Annual General Meeting (AGM), by majority vote of the members present, and shall serve no more than 3 consecutive terms in the current office. Directors may serve additional non-consecutive terms.
Officers shall be a president, vice-president, secretary and treasurer. All officers shall be appointed by the Voting Board of Directors. No officer shall be eligible to hold more than one elected office at the same time. A “term” shall be 2 years for purposes of these bylaws.
Officers shall assume their duties on the last day of the Florida Storytelling Festival of each year elected at the Annual General Meeting (AGM) and shall serve no more than 2 consecutive terms in the current office. A person who served in an office for more than 1 year of a full term shall be deemed to have served a full term in such office.
The Voting Board of Directors shall be comprised of seven (7) voting members which shall include the following officers: the President, the Secretary and the Treasurer. No more than one member of the same family or household shall serve concurrently on the Voting Board of Directors.
The Board of Directors also shall include non-voting members who shall be a single representative elected from each Guild which guild is a dues paying member in good standing with FSA and which representative is a member in good standing with FSA.
All officers and directors shall serve without compensation.
ARTICLE IV. Duties and Responsibilities of the Officers and Directors.
The duties and responsibilities of the Officers and Directors of FSA shall be as described herein.
Section 1. President.
The President: shall conduct all meetings of the Board of Directors and the AGM and serve as Ex-Officio member of all committees with the exception of the Nominating Committee; shall submit an annual report, in writing, to the membership at the AGM; shall have access to all financial and minute books of the FSA; shall have all contracts and/or legally binding documents approved by the Voting Board of Directors, prior to signing; shall see that reports and certificates as required by law, are properly filed and kept; shall be one of the officers who may sign checks or drafts. The immediate Past President of the FSA shall remain as an Ex-Officio member of the Voting Board of Directors for one (1) year. The President shall serve as the director [chairman] of the Florida Storytelling Festival Committee during his/her term as President.
Section 2. Vice President.
The Vice President shall be a member of the Voting Board of Directors; shall preside at all meetings when the President is not available; shall, in the event of the absence or inability of the President to exercise the duties of the office, become acting President of the FSA with all incumbent rights, privileges, and powers of that office. The Vice-President shall serve as vice-chairman [vice-director] of the Florida Storytelling Festival Committee during his/her term of office as Vice-President.
Section 3. Secretary.
The Secretary shall be a member of the Voting Board of Directors; shall maintain an accurate record of all meetings, handle correspondence and communicate said correspondence to the FSA; shall provide notice of all meetings, and maintain files of the FSA as required, and shall exercise all duties incident to the Office of Secretary.
Section 4. Treasurer.
The Treasurer shall be a member of the Voting Board of Directors, shall maintain records and receipts on all funds received, obligated, expended, held in trust and in savings deposits; shall maintain a record of all monies deposited in the name of the FSA; shall collect all dues and receivables; shall assure that all accounts are paid; shall submit in writing, at each scheduled regular meeting, a financial report summary statement; shall be responsible for preparing any and all documents pursuant to the Articles of Incorporation, tax regulations and the tax exemption status of the FSA; and shall be one of the officers who may sign checks or drafts.
ARTICLE V. General Provisions for Officers and Directors.
Section 1. Resignation, Demise, Removal of Officers.
In the event of the resignation, demise, removal, or permanent incapacitation of any Officer or voting Director, the Voting Board of Directors will elect by a majority vote an interim Officer or Director to fill that office until the next regularly scheduled election of Officers and Board Members. In the event the office of President becomes vacant, the first vice president shall become interim President until officially appointed by the Voting Board of Directors. Absence from three (3) consecutive FSA meetings without a Board approved excuse shall be sufficient grounds for removal of a voting director. The Voting Board of Directors may, by a two-thirds (2/3) affirmative vote, declare the office vacant. A vacancy occurring in any office shall be filled for the remaining term by a person elected by the Voting Board of Directors. Election to fill a vacancy shall require a majority vote of the Voting Board of Directors, with at least (10) days previous notice to the Board members.
Section 2. Adverse Conduct of Directors.
Conduct prejudicial to the best interests or objectives of the FSA, such as nonfeasance or malfeasance with regard to official FSA duties, shall be cause for the removal of a member of the Voting Board of Directors, provided that such allegations are brought to the Voting Board of Directors or the Voting Board of Directors in writing, by another member of the Voting Board of Directors. The member so charged must be notified of the allegations, in writing by certified letter postmarked at least ten (10) days in advance of a regularly scheduled meeting, or in advance of any meeting called for the express purpose of reviewing such allegations. Removal of a member of the Voting Board of Directors shall require a two-thirds (2/3) vote of the total number of members of the Voting Board of Directors less one.
Section 3. Responsibilities and Duties of the FSA Voting Board of Directors.
The Voting Board of Directors of FSA shall include but not be limited to the tasks appearing below.
A. The Voting Board of Directors shall have vested responsibility, right and authority to:
1. Reprimand, suspend, bar completely or otherwise discipline any Member
2. Interpret and enforce the FSA Bylaws and any Standing Rules and policies.
3. Budget for and administer the funds of the FSA within established FSA policies.
4. Review and recommend amendments to the Bylaws and ratify policies and operating procedures of standing committees for inclusion in the FSA Standing Rules; to assure conformity to and with FSA and affiliate requirements.
5. Adopt temporary policies, operating procedures and Standing Rules for circumstances not addressed by the FSA Bylaws or existing Standing Rules to address those issues deemed necessary and desirable in serving the best interests and objectives of the FSA.
6. Recruit, hire, supervise, direct and terminate FSA employees hired to perform services for the purpose of operating the FSA. The duties and responsibilities of any FSA employee or contractor will be defined in the Standing Rules.
ARTICLE VI. Meetings.
Section 1. Meetings of the Board of Directors.
The Board of Directors shall meet at least once each quarter, unless otherwise ordered by the Voting Board of Directors. The date and time of the monthly meetings shall be determined by the Committee at its first meeting date. Special meetings of the Voting Board of Directors may be called by the President or the Voting Board of Directors, as deemed necessary, in order to conduct the business of FSA. Special meetings must be held within ten (10) days of receipt of written request by the President or the Voting Board of Directors. All members of the VotingBoard of Directors must be notified of any special meeting. Meetings may be held telephonically; except, the AGM and annual retreat. In addition to notice, all board members shall receive a written agenda for the meeting, including all issues to be voted on, at least ten (10) days in advance of any meeting.
Section 2. Annual General Meeting.
FSA shall convene an Annual General Meeting (AGM) for the purpose of an annual report on the status of activities of the FSA, election of the Voting Board of Directors, voting on amendments to the Bylaws, and such other agenda items determined necessary to the conduct of business.
A. The President, with the concurrence of the Voting Board of Directors, shall call for an annual general meeting to be held each year in conjunction with the Florida Storytelling Festival. Notification, in writing, of the time and place of the meeting shall be provided to all members in good standing at least twenty-one (21) days prior to the scheduled date of the AGM.
B. Provision shall be made for the publication of the AGM agenda, including issues to be voted on and all proposed changes in the Bylaws, and shall be provided to the membership for review at least twenty-one (21) days prior to their consideration at the AGM.
Section 3. Quorum.
A. Voting Board of Directors Meetings: A majority (51%) of the voting members of the FSA Board shall constitute a quorum for purposes of opening and holding a meeting of the Board of Directors.
B. Annual General Meeting: All issues and business decided at the AGM shall be decided by the voting membership present at the meeting. The members present at the meeting shall constitute a quorum.
Section 4. Voting Procedures.
Each member of FSA in good standing shall be eligible to cast one (1) vote on business conducted at the AGM including, but not restricted to, the election of the Voting Board of Directors: Each such member shall be eligible to cast one (1) and only one (1) vote per issue.
Section 5. Voting
Votes may be cast by email at all meetings except for votes at the AGM.
ARTICLE VII. Committees
Section 1. Duties and Responsibilities of Committees.
There shall be a Standing Rules Committee, of not less than 3 members, and a Nominating Committee, of not less than 3 members, a Florida Storytelling Festival Committee of not less than 3 members, and a Youthful Voices Committee, of not less than 3 members. Except for the Nominating Committee and the Florida Storytelling Festival Committee, the Voting Board of Directors shall appoint the chair of any committee from among the members of FSA. The Voting Board of Directors shall appoint and define the duties and responsibilities of such additional committees as it shall determine are necessary or appropriate to the functions and purposes of FSA. Any such additional committee shall have a specifically stated purpose, minimum number of members and duration, not to exceed 2 years. The policies and procedures developed for these committees shall become a part of FSA Standing Rules upon the approval of the Voting Board of Directors.
Section 2. Standing Rules Committee.
The Committee is charged with the responsibility for the review, update, expansion, and modification of the general organizational and administrative rules of FSA. All such modifications are subject to approval of the Voting Board of Directors. The chairperson of this committee shall be a member of the Board of Directors.
Section 3. Nominating Committee.
The Committee shall serve until the AGM. No person standing for election shall serve ex officio or be elected to serve on the Nominating Committee. The Committee shall elect its own chairperson. The report of the Nominating Committee shall be submitted to the Voting Board of Directors at least thirty (30) days prior to the AGM. Only those individuals who are current dues paying members and otherwise in good standing and in good standing with the FSA and who have signified their consent to serve if elected shall be nominated for or elected to office. Other parties interested in running for office may submit their name in writing to the Voting Board of Directors at least 14 days prior to the AGM for addition to the ballot. No member shall serve on the Nominating Committee for two (2) consecutive years.
Section 4. Youthful Voices Committee
The Youthful Voices Committee shall promote and manage the FSA Youthful Voices programs (“YV”) and shall define the objectives of YV, promote the programs, liaison with other youthful storytelling organizations, and manage the YV program at the Florida Storytelling Festival. The chairperson of this committee shall be a member of the Board of Directors.
Section 5. Florida Storytelling Festival Committee
The Florida Storytelling Festival Committee shall be in charge of the annual Florida Storytelling Festival, including selection of performing artists, workshops, and operations, subject to the budget approved by the Voting Board of Directors. The director of this committee shall be the President. A member of this committee shall be the Vice-President who shall serve as vice-director of this committee.
ARTICLE VIII. Dissolution.
FSA as represented by its Voting Board of Directors shall establish procedures for the dissolution of the FSA in the event that such dissolution shall become necessary. This shall include the binding responsibility that all assets of every kind, after paying or adequately providing for the debts and obligations of the association, will be turned over to one or more organizations which have as their goal the advancement of storytelling. These organizations must have obtained the Tax Exempt Status as provided under the Section 501(c)(3) of the Internal Revenue Code.
ARTICLE IX. Amendments and Revisions.
Amendments or revisions to these Bylaws may be submitted for approval at the AGM or any special meeting so called by the Voting Board of Directors. Any member in good standing may submit amendments provided the amendments are submitted in accordance with FSA Standing Rules. These Bylaws may be amended or revised by a two-thirds (2/3) vote of the membership present at the AGM, provided that twenty-one (21) days written notice has been given to the general membership.