Florida Wall & Ceiling Contractors Association, Inc.As amended October, 1996

Article I: Name

Section 1. The name of this corporation shall be the Florida Wall and Ceiling Contractors Association, Inc. And shall hereinafter be referred to as the “Association”.

Article II: Geographical Jurisdiction and Offices

Section 1. The geographical jurisdiction of the Association shall be the entire state of Florida. It also shall accept members from outside the state who have an interest in the industry in Florida.

Section 2. The principle office of this Association shall be determined by the Board of Directors.

Section 3. The Board of Directors, in its discretion, shall have the right to select and appoint subordinate offices as it may deem necessary.

Article III: Purposes and Objectives

Section 1. The purposes of this Association shall be to promote the free enterprise systems with the construction industry in Florida; to promote the full wall and ceiling industry in Florida; to advance honorable relationships between and among businesses in the wall and ceiling industry in Florida; and to take such steps as shall be necessary under the law to encourage, develop, and protect the building industry, especially the wall and ceiling portion of that industry.

Article IV: Membership

Section 1. Classes of Membership. There shall be four classes of membership in this Association: Active, Associate, Honorary and Non-Resident.

Section 2. Active Membership. Any company, person, partnership engaged in any area of the wall and ceiling industry, including, but not limited to, acoustical systems, demountable partitions, drywall systems, fireproofing, flooring, insulation, lathing, plastering, roof deck, and similar work, shall be eligible for Active Membership, provided the company has an office in the State of Florida.

Section 3. Associate Membership. Any company, person, partnership engaged in supplying materials, equipment, or ancillary services such as insurance, engineering, and so forth, to the wall and ceiling industry within the State of Florida, shall be eligible for Associate Membership.

Section 4. Honorary Membership. The Board of Directors, by a two-thirds majority vote, may confer Honorary Membership for Life on any person no longer pursuing an active business role in the industry but who has served both the Association and the industry well, provided however, that such Honorary Member may be reconsidered by the Board of Directors if such Honorary Member shall re-enter the industry.

Section 5. Non-Resident Membership. Any company, person, partnership engaged in any area of the wall and ceiling industry, who would be eligible for Active or Associate Membership if domiciled in the State of Florida, shall be eligible for Non-Resident Membership in this Association.
Section 6. Applications. Applicants for membership in any category except Honorary, shall file application on such form as approved by the Board of Directors, such form to include a pledge to abide by the bylaws of this Association and all lawfully passed motions and resolutions of the Board of Directors and/or the Membership. Such application shall be accompanied by payment of a full year s dues or by the appropriate pro rata amount shown in the Application, where applicable. The fee shall be promptly refunded if the application is rejected.

1. Any company, person, partnership who submits an application in the proper form shall become a member after review of the application has been made by the Executive Committee or the Board of Directors or the Executive Vice President if so charged by the Board of Directors.
2. If the Chief Staff Officer and/or majority of the Executive Committee should reject an application for any cause, said application shall be submitted to the Board of Directors at its next regular meeting. A two-thirds ajority of the Board present and voting shall then be required for final rejection of said application. Should rejection take place, the applicant shall be advised of the action and invited to appeal the decision to the Board of Directors and shall be advised at least 10 days prior to the meeting at which the appeal will be addressed by the Board and shall be allowed to attend and present his/her case for appeal. Should rejection be voted by the Board of Directors by a two-thirds majority of those present and voting, the applicant shall have the right of appeal to the next General Membership Meeting and again shall be given at least 10 days notice of the meeting and shall be given a reasonable amount of time on the agenda to state his/her reasons for appeal. A two-thirds majority of the Membership present and voting shall be necessary for election into membership of an applicant previously rejected by the Board of Directors.

Section 7. Dues. Dues for membership in this Association shall be set from time to time by the Board of Directors by a two-thirds majority of the Board members present and voting.

Section 8. Expulsion and Termination of Membership. The Board of Directors may cancel the membership of any member for failure to pay dues for a period of three months after the same shall become due and payable. The member shall automatically be dropped from membership without specific Board action if dues remain unpaid past the deadline date set from time to time by the Board of Directors.

Any member may be expelled for just cause from membership by two-thirds vote of the Board of Directors. Such expulsion, however, shall be effective only after written notice has been provided to the member and a hearing held, should the member so desire, at a meeting of the board of Directors. The expelled member shall have the right to appeal his expulsion to the Membership at its regular meeting. A two-thirds majority of the membership shall be necessary to override an expulsion order by the Board of Directors.

Upon termination of membership, the member shall cease all use of the name of the Association, its emblem and insignia, and shall promptly return all properties of the Association which may be in his possession.

Article V: Meetings and Voting

Section 1. Voting Privileges. Each paid member of the Association shall have one vote an any meeting of the Membership. In the event such membership is a partnership or corporation, any employee designated by the company may cast the one allocated vote.

Section 2. Annual Meeting. The annual meeting of the Association shall be held each year for the purpose of electing officers and directors and for the transaction of such other business as may come before the meeting. The place of such meeting shall be determined by the Board of Directors and the members shall be notified of the date and place by first class mail or electronically no later than 45 days prior to the opening of the Annual Meeting.

Section 3. General Membership Meetings. General meetings of the membership may be held with such frequency and at such places as is thought necessary by the Executive Committee or by the Board of Directors, in order to promote membership, fraternity, or other interests of the Association and its members.

Section 4. Special Meetings. Special meetings of the Membership shall be called by the President as he deems necessary, or as requested by a majority of the Executive Committee or by 25% of the Board of Directors, or by 15% of the membership at large, provided that the members shall be notified of the date and place of such Special Meeting by first class mail or electronically no later than 14 days prior to the opening of the Special Meeting.

Section 5. Quorum. Fifteen percent of the Voting Members shall constitute a quorum at all membership meetings.

Article VI: Board of Directors

Section 1. The corporate powers of this Association shall be vested in and exercised by the Board of Directors, and the property and affairs of the Association shall be managed by the Board of Directors.

Section 2. Composition. The Board of Directors shall be composed of nine (9) directors at large plus the officers and the immediate past president. The nine (9) directors shall e chosen from members in good standing and shall serve staggered three-year terms, with three (3) directors completing their terms each year.

Section 3. Term. A director whose seat on the Board is terminated for any reason shall have such vacancy filled by appointment by the President with the consent of a majority of the remaining members of the Board.

Section 4. Officers. The officers of the Association shall hold similar positions on the Board of Directors.

Section 5. Removal. Any member of the Board of Directors who fails to attend two consecutive meetings of the Board held more than 25 days apart shall have his seat on the Board automatically vacated unless such absence shall be caused by illness or death in his business or family.
Section 6. Meetings. Regular meetings of the Board shall be held quarterly, with 20 days advance notice given by first class mail or electronically.
Special meetings may be held at the call of the President or a majority of the Board of Directors, provided that no less than ten days written or electronic notice shall be given to all members of the Board advising them of said special meeting.

Section 7. Quorum. A majority of the members of the Board of Directors shall constitute a quorum.

Section 8. Duties and Responsibilities. The Board of Directors shall be empowered to employ a chief staff officer at such remuneration and upon such terms and conditions as the Board may direct, and the title of this chief staff officer shall be granted and changed from time to time at the discretion of the Board of Directors.

Such staff officer may be an independent contractor or an employee, at the discretion of the Board and determined by the method of operation. In the event an independent contractor is chosen, the Board shall be authorized to approve a contract of such duration and wording as is mutually deemed appropriate by the Board and the independent contractor.

The Board of Directors may cause the books of the Association to be audited at least annually at the close of the fiscal year, such audit to be reported to the Board of Directors.

The Board of Directors shall be empowered to employ a general counsel or other specific professional such as a governmental relations counsel to the Association at such remuneration and upon such terms as shall be directed by the Board and accepted by the counsel.

Article VII: Officers and Executive Committee

Section 1. The officers of this Association shall be the President, Vice President and Secretary and Treasurer.

Section 2. The duties of these officers shall be generally the same as those duties set forth for such officers in the latest edition of Roberts Rule of Order.

Section 3. President. In addition to the duties as set forth for him in the latest edition of Roberts Rules of Order, the President shall have a vote at all meetings of the Board of Directors and at all membership meetings. The President shall name all committees set forth in these Bylaws and shall be empowered to name such other committees as he may deem necessary to carry out the work and purposes of this Association.

Section 4. Executive Committee. The Executive Committee shall be composed of the above named officers plus the Immediate Past President. The Executive Committee shall function on behalf of the Board of Directors between meetings of the Board of Directors but shall not have the power to override decisions duly made by the Board of Directors, including the employment of a chief staff officer.

Article VIII: Committees and Staff

Section 1. Standing Committees. The President shall appoint a Budget and Finance Committee and a Committee on Nominations and shall name such other committees as he deems necessary.

Section 2. Committee on Nominations. The President, with approval of the Executive Committee, shall appoint a committee on nominations consisting of five (5) members, at least one of whom shall be a past president of the Association. Efforts shall be made to have both active and associate members on the committee and to have persons from various geographical regions of the state.
Section 3. Budget and Finance Committee. The President shall appoint a Budget and Finance Committee consisting of the current and ncoming (when known) presidents and treasurer plus other such members as the President shall deem necessary. The committee shall draft an annual budget in cooperation with the Chief Staff Officer for presentation to the Board of Directors for approval. The committee also shall oversee the operation of the Budget and make recommendations for changes when appropriate. The committee also shall serve as a Ways and Means Committee as needed.

Section 4. The President shall serve as an ex officio member of all committees.

Section 5. The chief staff officer shall, under the Budget as approved by the Board of Directors, appoint such staff as shall be necessary to carry out the purposes of this Association. This staff shall be responsible to the chief staff officer.

Article IX: Nominations and Elections

Section 1. The committee on Nominations shall select candidates for all officers and for the seats on the Board of Directors being vacated at the end of their regular terms of office. The committee shall furnish the list of candidates selected to the president and the executive vice president at least forty-five (45) days in advance of the Annual Meeting. The Executive Vice President shall notify the members in writing of the list of candidates at least 20 days in advance of the Annual Meeting.

Section 2. Additional nominees, other than those submitted by the Committee on Nominations, may be presented on the floor of the Annual Meeting, provided each such additional nominee shall indicate his acceptance of said nomination and provided such nomination is endorsed by at least three active members.

Section 3. Election. A plurality of those voting shall elect. Only one representative of each Member firm present at the Annual Meeting shall cast a vote. In the event of a tie, the Board of Directors shall determine the winner by majority vote and secret ballot. Secret ballots shall be cast for any office for which there is a contest.

Article X: Amendments

Section 1. These bylaws may be amended at any Annual Meeting by a two-thirds vote of the Voting members present and voting, provided that such amendment shall be submitted by first class mail to all members at least thirty days before the Annual Meeting.

Section 2. Emergency amendments may be made to these bylaws by being submitted to the Voting members by mail ballot by a two-thirds affirmative vote of the Board of Directors, provided, however, that no less than 20% of the Voting Members shall return such ballots and at least two-thirds of those voting shall vote in the affirmative.
Article XI: Proxies
No absentee or proxy vote shall be permitted or counted at any meeting of this Association.

Article XII: Miscellaneous

Such matters as the establishment of the fiscal year, design of the official seal, and other similar items shall be left to the discretion of the Board of Directors.

The Association may affiliate with and become a chapter of the Association of the Wall and Ceiling Industries-International if it meets the requirements for such affiliation. Discontinuance of the chapter affiliation may be accomplished upon recommendation of the Board of Directors and submission to the Membership by either mail ballot or vote at a duly called meeting of the Membership. A majority of the Members present and voting at a meeting shall be required to discontinue affiliation, or if submitted by mail ballot, at least 20% of the voting members shall return such ballots and a majority of all those voting shall be required for discontinuing the affiliation.

Member Benefits

Are you taking advantage of these important benefits of membership in your Florida Wall & Ceiling Contractors Association…

• Special insurance programs, including workers compensation, designed specifically for your industry
  • Regional education seminars and dinner/networking meetings held around the state at least three times per year
  • The annual convention and trade show
  • The “Inside Straight” newsletter which recaps industry information, association new, and general business items of interest to you as a business owner
  • Training your field personnel (on Saturday of each annual convention)
  • The FMI Seminars which are available to FWCCA members at a discount
  • Governmental issues affecting your industry/business as enumerated in mailings from the FWCCA lobbyist or in the “Inside Straight” newsletter
  • Discounts available to you on advertising specialties purchased for your company
  • Committee activities where you can get to know colleagues better, thus increasing the pool of people with whom you can network?
  • The many, many additional benefits available through the Association of the Wall & Ceiling Industries-International (to which you belong when you pay your appropriate dues to FWCCA)

For more information on these and other benefits, contact the FWCCA Office at (407) 260-1313.