PRIMA South Florida Chapter By-Laws

    BY-LAWS OF THE SOUTH FLORIDA CHAPTER

    PUBLIC RISK MANAGEMENT ASSOCIATION, INC.

     

    ARTICLE ONE

    ORGANIZATION

        The name of this organization shall be the SOUTH FLORIDA CHAPTER – PUBLIC RISK MANAGEMENT ASSOCIATION, INC. (SFC - PRIMA)

    The organization shall have a seal which shall have inscribed thereon the name of the organization, the year of its incorporation, and the words “not for profit” or the words “corporate seal” or their equivalent. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.

     

      ARTICLE TWO

      PURPOSES

         The following are the purposes for which this organization has been established:

     To meet the professional needs of local risk managers or their counterparts, in public agencies;

    1. To provide an information clearinghouse and communications network in South Florida in order that local public risk managers can share resources, exchange ideas, and learn from each other’s experiences;

    2. To offer local training, workshops, and seminars, in risk management and programs exposing risk managers to current issues, technologies, and expertise.

     

      ARTICLE THREE

      MEMBERSHIP

         Membership in this organization shall be open to all governmental agencies who are members of the national Public Risk Management Association, Inc., or which have been approved for admission by the Board of Directors in accordance with policies established by the Board of Directors.

     

      ARTICLE FOUR

      MEETINGS

          The annual membership meeting of this organization shall be held on the third Thursday of January, or soon thereafter of each and every year except of such day be a legal holiday then and in that event, the Board of Directors shall fix the day but it shall not be more than two weeks from the date fixed by these By-Laws. The Secretary shall cause to be mailed to every member in good standing at his address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting.

         Regular meetings of this organization shall be held on alternating months beginning January of each year.

         The presence of not less than two-thirds (2/3) members present shall constitute a quorum and shall be necessary to conduct the business of this organization; but a lesser number may adjourn the meeting for a period of not more than two (2) weeks from the date scheduled by these By-Laws, the Secretary shall cause a notice of this scheduled meeting to be sent to all those members who were not present at the meeting originally called. A quorum as herein before set forth shall be required at any adjourned meeting.

         Special meeting of this organization may be called by the President when he deems it for the best interest of the organization. Notices of such meeting shall be mailed to all members at their addresses as they appear in the membership roll book at least two (2) weeks but not less than seven (7) days before the scheduled date set for such special meeting.  Such notice shall state the reasons that such meeting has been called, the business to be transacted at such meeting and by whom called.

         At the request of two-thirds (2/3) members of the Board of Directors or two-thirds (2/3) members of the organization, the President shall cause a special meeting to be called but such request must be made in writing at least seven (7) days before the requested scheduled date.

         No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

      

      ARTICLE FIVE

      VOTING

          At all meetings, except for the election of officers and directors, all votes shall be viva voce, except that for election of officers, ballots shall be provided and there shall not appear any place on such ballot any mark or marking that might tend to indicate the person who cast such ballot.

         At any regular or special meeting if a majority so requires, any question may be voted upon in the manner and style provided for election of officers and directors.

         At all votes by ballot, the chairman of such meeting shall immediately prior to the commencement of balloting appoint a committee of three (3) who shall act as “Inspectors of Election” and who shall at the conclusion of such balloting, certify in writing to the Chairman the results and the certified copy shall be physically affixed in the minute book to the minutes of that meeting.

         No inspector of election shall be a candidate for office or shall be personally interested in the questions voted upon.

     

      ARTICLE SIX

      ORDER OF BUSINESS

                     1 – Roll Call.

                    2 – Reading of the minutes of the preceding meeting.

                    3 – Reports of Committees.

                    4 – Reports of Officers.

                    5 – Old and Unfinished Business.

                    6 – New Business.

                    7 – Good and Welfare.

                    8 – Adjournments.

      

      ARTICLE SEVEN

      BOARD OF DIRECTORS

         The business of this organization shall be managed by a Board of Directors consisting of four (4) or five (5) members together with the officers of this organization. All of the directors elected shall be residents of the State of Florida, and at least one shall be a citizen of the United States.

         The directors to be chosen for the ensuing year shall be chosen at the annual meeting at this organization in the same manner and style as the officers of this organization and they shall serve for a term of one (1) year.

         The Board of Directors shall have the control and management of the affairs and business of this organization. Such Board of Directors shall only act in the name of the organization when it shall be regularly convened by its chairman after due notice to all the directors of such meeting.

         Four (4) of the members of the Board of Directors shall constitute a quorum and the meetings of the Board of Directors shall be held regularly on an as needed basis during alternative months beginning February of each year.

         Each director shall have one (1) vote and such voting may not be done by proxy.

         The Board of Directors may make such rules and regulations covering its meetings, as in its discretion, determine necessary.

         Vacancies in the said Board of Directors shall be filled by a vote of majority of the remaining members of the Board of Directors for the balance of the year.

         The President of the organization by virtue of his office shall be Chairman of the Board of Directors.

         A director may be removed when sufficient cause exists for such removal. The Board of Directors may entertain charges against any director.  A director may be represented by counsel upon any removal hearing.  The Board of Directors shall adopt such rules, as it may in its discretion consider necessary for the best interests of this organization, for this hearing.

      

      ARTICLE EIGHT

      OFFICERS

         The officers of the organization shall be as follows:

                    President

                    Vice President

                    Secretary

                    Treasurer

         The President shall preside at all membership meetings.

    He/She shall by virtue of his office be Chairman of the Board of Directors.

    He/She shall present at each annual meeting of the organization an annual report of the work of the organization.

    He/She shall appoint all committees, temporary or permanent.

    He/She shall see all books, reports and certificates, as required by law, are properly kept or filed.

    He/She shall be one of the officers who may sign the checks or drafts of the organization.

    He/She shall have such powers as may be reasonably construed as belonging to the chief executive of any organization.

         The Vice President shall in the event of the absence or inability of the President to exercise his/her office become acting president of the organization with all the rights, privileges, and powers as if he/she had been the duly elected president.

         The Secretary shall keep the minutes and records of the organization in appropriate books.

    It shall be his/her duty to file any certificate required by any statute, Federal or State.

    He/She shall give and serve all notices to members of this organization.

    He/She may be one of the officers required to sign the checks and drafts of the organization.

    He/She shall present to the membership at any meeting any communication addressed to him/her as Secretary of the organization.

    He/She shall attend to all correspondence of the organization.

         The Treasurer shall have the care and custody of all monies belonging to the organization and shall be solely responsible for such monies or securities of the organization.

         He/She shall cause to be deposited in a regular business bank or trust company, a sum necessary to maintain the normal business of the organization and a contingency for anticipated projects, seminars, or educational opportunities in accordance with the stated purpose of the organization.

         The balance of the funds the organization shall be deposited in a savings bank except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a savings bank in the State of Florida.

         He/She must be one of the officers who shall sign checks or drafts of the organization. No special fund may be set aside that shall make it unnecessary for the Treasurer to sign the checks issued upon it.

         He/She shall render, at stated periods as the Board of Directors shall determine, a written account of the finances of the organization, and such report shall be physically affixed to the minutes of the Board of Directors of such meeting.

         He/She shall exercise all duties incident to the office of Treasurer.

         Officers shall by virtue of their office be members of the Board of Directors.

         No officer shall for reason of his office be entitled to receive any salary or compensation, but nothing herein shall be construed to prevent an officer or director from receiving any compensation from the organization for duties other than as a director or officer.

     

      ARTICLE NINE

      COMMITTEES

         All committees of this organization shall be appointed by the President and their term of office shall be for a period of one (1) year or less if sooner terminated by the action of the Board of Directors.

                    The permanent committees shall be:

                    Program and Education

                    Membership

                    Chapter Legislative and Liaison

     

    ARTICLE TEN

    DUES

         The dues of this organization shall be set on an annual basis by a majority vote of the Board of Directors.

     

      ARTICLE ELEVEN

      AMENDMENTS

         These By-Laws may be altered, amended, repealed, or added to by an affirmative vote of not less than two-thirds (2/3) of the members.

                                                                                         * As amended by By-Law change approved 12/2013.