NON-PROFIT CORPORATE BYLAWS
Florida Association of Management Information Systems, Inc.
Revised: February 2017
Approved: June 29, 2017
Name of Organization
Section 1. Name
The name of this corporation shall be the Florida Association of Management Information Systems, Inc. (FAMIS), hereinafter referred to as the Association. The business of the corporation may be conducted as the Florida Association of Management Information Systems, Inc. or FAMIS.
Organizational Purposes and Objectives
Section 1. Purpose of the Association
The organization is organized exclusively for charitable, religious, educational, or scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code. Florida state statutes satisfy the requirements of Internal Revenue Code Section 508(c).
Section 2. Objectives of the Association
1. Develop working relationships with various professional organizations to facilitate an open dialogue within the educational community on all matters concerning information technology.
2. Assist in the development of meaningful workshops on information systems.
3. Create a clearinghouse of ideas and exemplary programs that build support within districts for information systems.
4. Develop strategies to better assist “users” in the implementation and use of the state and district information systems.
5. Develop strategies to use the state and district information systems for management planning and decision-making.
6. Plan for the integration and use of information from other agency information systems.
7. Develop cooperative relationships between districts and other entities for the sharing of Best Practices and the transfer of records.
Section 3. Powers
The Association shall have the power, directly or indirectly, alone or in conjunction or cooperation with others, to do any and all lawful acts which may be necessary or convenient to affect the charitable purposes for which the Association is organized and to aid or assist other organizations or persons whose activities further accomplish, foster, or attain such purposes. The powers of the Association may include, but not be limited to, the acceptance of contributions from the public and private sectors, whether financial or in-kind contributions. Additionally, the Association may become the state chapter for any other entity, which promotes or furthers the objectives of the Association.
Section 4. Nonprofit Status and Exempt Activities Limitation
(a) Nonprofit Legal Status. FAMIS is a Florida non-profit public benefit corporation, recognized as tax exempt under Section 501(c)(3) of the United States Internal Revenue Code.
(b) Exempt Activities Limitation. Not withstanding any other provision of these Bylaws, no director, officer, employee, member, or representative of this corporation shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code as it now exists or may be amended, or by any organization contributions to which are deductible under Section 170(c)(2) of such Code and Regulations as it now exists or may be amended. No part of the net earnings of the Association shall inure to the benefit or be distributable to any director, officer, member, or other private person, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the Articles of Incorporation and these Bylaws.
(c) Distribution Upon Dissolution. Upon termination or dissolution of FAMIS, any assets lawfully available for distribution shall be distributed to one (1) or more qualifying organizations described in Section 501(c)(3) of the 1986 Internal Revenue Code (or described in any corresponding provision of any successor statute) which organization or organizations have a charitable purpose which, at least generally, includes a purpose similar to the terminating or dissolving corporation.
The organization to receive the assets of FAMIS hereunder shall be selected in the discretion of a majority of the managing body of the Association, and if its members cannot so agree, then the recipient organization shall be selected pursuant to a verified petition in equity filed in a court of proper jurisdiction against FAMIS, by one (1) or more of its managing body which verified petition shall contain such statements as reasonably indicate the applicability of this section. The court upon a finding that this section is applicable shall select the qualifying organization or organizations to receive the assets to be distributed, giving preference if practicable to organizations located within the State of Florida.
In the event that the court shall find that this section is applicable but that there is no qualifying organization known to it which has a charitable purpose, which, at least generally, includes a purpose similar to FAMIS, then the court shall direct the distribution of its assets lawfully available for distribution to the Treasurer of the State of Florida to be added to the general fund.
Membership and Meetings
Section 1. Voting Membership
1. Voting membership shall be open to one person from each Florida K-12 public school district (including lab schools as defined by FLDOE) who has district wide Information Systems responsibilities and one member from each state consortium (processing entity used by three or more districts). Consortiums will only represent one vote each and will not be granted voting rights for the districts they might support. The voting member shall be designated by the District Superintendent or Consortium leadership as its Voting Member by virtue of attending the regular FAMIS association meeting(s). Districts and consortiums shall decide how best to exercise their vote. Other members from a district and consortium shall be associate members. In the event a district or consortium is unable to name a voting member, that District or consortium may be disqualified from casting its vote at the meeting in question. The voting member is expected to be able to attend meetings called in accordance with Section 3 of this rule.
2. Associate membership (non-voting) shall be open to all public school district and consortium employees, who support instructional technology and/or information systems.
3. If the designated voting member from a school district or consortium is unable to attend a meeting, the district’s or consortium’s associate member may vote in his/her place at the regular meeting(s).
Section 2. Ex-Officio Membership
1. The Chairperson of the Association may appoint Department of Education Staff, School district staff or other appropriate persons as ex-officio members of the association, subject to approval of the Steering Committee.
2. Ex-Officio members may participate in the activities of the Association but shall not vote.
3. Florida DOE staff may serve as ex-officio members of the Association.
Section 3. Meetings
1. The Association shall meet as often as necessary but a minimum of once a year, typically held at their annual FAMIS conference.
2. All regular meetings shall be called by the Chairperson. Location of the meetings shall be in the State of Florida at times and places determined by the Chairperson with the
concurrence of the Steering Committee.
3. Provided two-weeks written notice has been given to all members of record, voting membership in attendance shall constitute a quorum.
4. Notice of all regular meetings shall be given no less than two weeks prior to the meeting date. Such notice shall be given with a tentative agenda to each member and associate members (when available).
5. Members and associate members should subscribe to the association email list to stay informed, collaborate and to receive notifications.
6. Upon written petition of 50% or more voting members, the Chairperson shall call a special meeting of the Association. The business to be addressed at such special meetings shall be clearly stated in the petition. Notice as provided in Paragraph 4 of this Section shall be given no less than two weeks after receipt of the petition by the Chairperson.
Officers and Steering Committee
Section 1. Composition; Election; Term of Office
1. The officers of the Association shall be Chairperson, Vice Chairperson, Recording Secretary, and Treasurer. The Vice Chairperson shall succeed the Chairperson in office the year following his/her election. There shall be a Steering Committee composed of the officers of the association, eight association members elected as provided in paragraph 2 of this Section, the immediate Past Chairperson and ex-officio members appointed as provided in Section 2 of Article III. Association members elected to the Steering Committee as provided in paragraph 2 of this Section or appointed by the Chairperson as provided by Section 2 (Vacancies) will be called “Members-at-Large”.
2. The Steering Committee will be elected by association members using the following schedule:
a. At the spring/summer organizational meeting, the Nominating Committee shall present a slate of nominees to the Recording Secretary to fill Steering committee vacancies. These nominees can include up to eight (8) association members. Additional nominations shall be requested from the floor. Voting members shall vote. The nominees receiving a majority of votes cast shall be elected.
b. At the spring/summer organizational meeting the voting members will affirm or deny the continuation of the position of Treasurer by the officer currently serving in this capacity. The position of Treasurer will only be filled in the event of a resignation or for attendance or as defined in Section 4, or if a majority of votes cast denies continuation of current office. A vacancy will be filled as provided in Section 2.
3. Each steering committee member shall serve for a two-year term. The Officers except the treasurer shall serve a one-year term. The Members-at-Large elected (or appointed) to the Steering committee will rotate their two-year term so that only 3-5 of the eight Members-at-Large are exiting their term at the same time (where possible). Terms run from 1 July to 30 June each year.
4. In the event that any Steering Committee member ceases to represent the district from which originally elected as a voting member of the Association, such member shall be dropped from the steering committee and the Chairperson shall declare a vacancy to be filled as provided in Section 2 below.
5. The duties of the officers shall be those which usually apply to such offices in addition to those stated herein or which may be assigned periodically by either the Steering Committee or the Association.
6. The FAMIS Treasurer will handle conference registration and may appoint district representatives to assist on the Registration Committee. The FAMIS Treasurer will develop a budget each June for approval by the association steering committee.
7. The FAEDS organization will designate a board member or officer to serve as an Ex-Officio member of the Steering Committee as FAEDS Liaison, unless the designee is also a current FAMIS Steering committee member with voting rights.
8. The Recording Secretary will keep minutes from each meeting to include the Finance Report, meeting attendance, and will attach all ad-hoc committee reports. The Recording Secretary will be responsible for keeping an up-to-date membership roster which will identify District/Consortium Designated members and Associate members.
9. If the Steering Committee appoints a Webmaster from the association membership to support and maintain the FAMIS website, this position will be an annual appointment and will serve as an Ex-Officio member.
Section 2. Vacancies
The Chairperson shall appoint an appropriate voting member to fill any vacancy on the Steering Committee. Members appointed to complete a term may be elected to that position at the conclusion of the appointed term.
Section 3. Ex-Officio Members
1. Ex-officio members may be appointed by the chairperson with the advice and consent of the Steering Committee.
2. Ex-officio members may participate in the deliberations of the Steering Committee, but shall not vote.
Section 4. Meetings
1. The Steering Committee shall meet as often as necessary but a minimum of three times each year. One of these meetings shall be an organizational meeting.
2. All Steering Committee meetings shall be called by the Chairperson. Location of the meetings shall be in the State of Florida, at times and places determined by the Chairperson.
3. Steering Committee meetings will follow the schedule below:
a. Notice of all regular Steering Committee meetings shall be given no less than two weeks prior to the date on which the meeting is called.
b. A quorum for regular Steering Committee meetings shall consist of those members present provided that a majority of members had previously indicated intention to attend the meeting. Otherwise, a majority of voting members of the Steering Committee shall constitute a quorum for the transaction of business.
c. Emergency meetings of the Steering Committee may be contacted by telephone or confirmed e-Mail. A quorum for an emergency Steering Committee meeting shall be one-half of the voting members of the Steering Committee.
4. Upon written petition of 50% or more members of the Steering Committee, the chairperson shall call a special meeting of the Steering Committee. The business to be addressed at such special meetings shall be clearly stated in the petition. Notice as provided in Paragraph 3a of this section shall be given no less than one week after receipt of the petition by the Chairperson.
Section 5. Attendance
Failure of any member of the Steering Committee to attend two consecutive meetings of the Steering Committee without an excuse, ruled valid by a majority vote of the remainder of the Steering Committee, shall constitute a cause for removal from the Steering Committee.
Section 6. Responsibilities of the Steering Committee
1. To manage the affairs of the Association, including the setting of the times and places for meetings, establishing agendas, approving the budgets, and performing similar related functions.
2. To take appropriate action on recommendations from subcommittees, and to submit reports and recommendations as may be required to the full committee.
3. To give a report of its activities to the Association’s membership at the next regular meeting.
Section 7. Review by Association
All actions of the Steering Committee shall be subject to review by the full Association.
Section 1. Standing Committees
1. A Nominating and Awards Committee of three persons shall be appointed by the Steering Committee. One such person may be an ex-officio member of the Association, and one person shall be appointed from the Steering Committee. The Nominating Committee shall confer prior to each spring/summer organizational meeting and prepare a slate of one or more nominees for the offices that are up for election as per Article IV. The Nominating Committee shall solicit from district representative’s potential candidates who are broadly representative of management information interests within the state and ensure large medium and small districts are represented.
2. The Florida Education Statistics Committee will address ways to improve the quality of education data to fulfill legislative mandates and local requirements for education policy making at all levels of government. The committee has as its mission the support of the State of Florida’s agenda, that is, the identification of issues and policy concerns bearing on the development comparable and effective state-wide elementary and secondary education data collection, reporting, and use, focusing on the major areas of student, staff, fiscal, institutional, and other information that yields valuable perspective on education in Florida.
3. The Technology, Dissemination, and Communication Committee is concerned with new and proven technology strategies to improve the exchange of student and staff information and the technical infrastructure that supports this exchange. It promotes the development and adoption of standards for electronic data exchange, and sponsors pilot and developmental projects in the exchange of data about students and education staff, as well as examining the impact of new technologies on information exchange. The committee produces “best practices” guides to assist schools, districts and state agencies make good decisions about selecting hardware, software, and networking services for information management and dealing with issues such as data security and the integration of information systems to support effective decision making. Finally, the committee directly addresses the distribution of information by establishing procedures for disseminating Association information, providing model standards for education data website’s and similar activities.
4. The Policies, Programs, and Implementation Committee will deliberate on the major functions and general effectiveness of cooperative efforts between the Florida Department of Education and local entities. Specifically, it focuses on addressing ways to assist DOE and school districts in improving their ability to collect and report comparable, accurate, and timely data, and enhancing coordination among agencies. In addition, it addresses ways to reduce paperwork burdens at all levels of government, and to explore ongoing and emerging issues such as data sharing and confidentiality of education records. It also has the responsibility for reviewing and recommending the formation of new task forces.
Section 2. Special Committees
1. The Steering Committee may establish advisory committees to the Association as appropriate to carry out the purposes/objectives of the Association.
2. Special advisory committees shall be appointed for the period of time required to execute their duties but no longer than one year without reappointment.
Amendments to These Articles
Section 1. Procedures for Amendment
1. These rules may be amended or repealed at any regular meeting of the Association by a two-thirds vote of the members present provided that proposed amendments have been distributed in writing to all voting members at least two weeks prior to such meeting, “electronic means, such as email and web pages, may be used for written notification.”
2. These rules may be amended or repealed anytime via electronic means such as email and web pages by a two-thirds confirmed vote of district/consortium designated voting members.
3. Any voting member may propose amendments to these rules. Such proposals shall be made in writing to the Chairperson in sufficient time for the proposals to be included in the notice required by Paragraph 1 above.
4. Voting members may modify amendments that have been properly submitted for approval. These modifications will be considered approved by a two-thirds vote of members present and do not need to be distributed in writing if the original amendment was brought to the floor in accordance with Item 1 of this section.
Section 2. Review of Rules
The Steering Committee shall appoint a special committee to review these rules and report on revisions at the spring/summer organizational meeting as needed.
Contracts, Checks, Loans, Indemnification and Related Matters
7.01 Contracts and other Writings
Except as otherwise provided by resolution of the officers, all contracts, deeds, leases, mortgages, grants, and other agreements of the corporation shall be executed on its behalf by the treasurer or other persons to whom the Association has delegated authority to execute such documents in accordance with policies approved by the Association.
7.02 Checks, Drafts
All checks, drafts, or other orders for payment of money, notes, or other evidence of indebtedness issued in the name of the Association, shall be signed by such officer or officers, agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the officers.
All funds of the Association not otherwise employed shall be deposited from time to time to the credit of the Association in such banks, trust companies, or other depository as the officers or a designated committee of the Association may select.
No loans shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by resolution of the officers. Such authority may be general or confined to specific instances.
(a) Mandatory Indemnification. The Association shall indemnify any officer, agent or former officer, who was wholly successful, on the merits or otherwise, in the defense of
any proceeding to which he or she was a party because he or she is or was an officer of the Association against reasonable expenses incurred by him or her in connection with the proceedings.
(b) Permissible Indemnification. The Association shall indemnify any officer, agent or former officer made a party to a proceeding because he or she is or was an officer of the Association, against liability incurred in the proceeding, if the determination to indemnify him or her has been made in the manner prescribed by the law and payment has been authorized in the manner prescribed by law.
(c) Advance for Expenses. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding, as authorized by the officers in the specific case, upon receipt of (I) a written affirmation from the officer, employee or agent of his or her good faith belief that he or she is entitled to indemnification as authorized in this article, and (II) an undertaking by or on behalf of the officer, employee or agent to repay such amount, unless it shall ultimately be determined that he or she is entitled to be indemnified by the Association in these Bylaws.
8.01 Books and Records
The Association shall keep correct and complete books and records of account and shall keep minutes of the proceedings of all meetings of officers, a record of all actions taken by board of Officers without a meeting, and a record of all actions taken by committees. In addition, the Association shall keep a copy of the Association’s Articles of Incorporation and Bylaws as amended to date.
8.02 Fiscal Year
The fiscal year of the Association shall be from January 1 to December 31 of each year.
8.03 Conflict of Interest
The officers shall adopt and periodically review a conflict of interest policy to protect the Association’s interest when it is contemplating any transaction or arrangement which may benefit any officer, employee, affiliate, or member of a committee with delegated powers.
8.04 Nondiscrimination Policy
The officers, committee members, employees, and persons served by this Association shall be selected entirely on a nondiscriminatory basis with respect to age, sex, race, religion, national origin, and sexual orientation. It is the policy of FAMIS not to discriminate on the basis of race, creed, ancestry, marital status, gender, sexual orientation, age, physical
disability, veteran’s status, political service or affiliation, color, religion, or national origin.
8.05 Parliamentary Procedures
1. The Chairperson may appoint a Parliamentarian to assist in conducting Association and Steering Committee meetings.
2. When parliamentary procedures are not covered by those Rules. Robert’s Rules of Order, as revised, shall prevail.
Document Retention Policy
The purpose of this document retention policy is establishing standards for document integrity, retention, and destruction and to promote the proper treatment of FAMIS records.
Section 1. General Guidelines
Records should not be kept if they are no longer needed for the operation of the business or required by law. Unnecessary records should be eliminated from the files. The cost of maintaining records is an expense which can grow unreasonably if good housekeeping is not performed. A mass of records also makes it more difficult to find pertinent records.
From time to time, FAMIS may establish retention or destruction policies or schedules for specific categories of records in order to ensure legal compliance, and also to accomplish other objectives, such as preserving intellectual property and cost management. Several categories of documents that warrant special consideration are identified below. While minimum retention periods are established, the retention of the documents identified below and of documents not included in the identified categories should be determined primarily by the application of the general guidelines affecting document retention, as well as the exception for litigation relevant documents and any other pertinent factors.
Section 2. Exception for Litigation Relevant Documents
FAMIS expects all officers and employees to comply fully with any published records retention or destruction policies and schedules, provided that all officers and employees should note the following general exception to any stated destruction schedule: If you believe, or FAMIS informs you, that corporate records are relevant to litigation, or potential litigation (i.e. a dispute that could result in litigation), then you must preserve those records until it is determined that the records are no longer needed. That exception supersedes any previously or subsequently established destruction schedule for those records.
Section 3. Minimum Retention Periods for Specific Categories
(a) Corporate Documents. Corporate records include the Association’s Articles of Incorporation, By-Laws and IRS Form 1023 and Application for Exemption. Corporate records should be retained permanently. IRS regulations require that the Form 1023 be available for public inspection upon request.
(b) Tax Records. Tax records include, but may not be limited to, documents concerning payroll, expenses, proof of contributions made by donors, accounting procedures, and other documents concerning the Association’s revenues. Tax records should be retained for at least seven years from the date of filing the applicable return.
(c) Employment Records/Personnel Records. State and federal statutes require the corporation to keep certain recruitment, employment and personnel information. The Association should also keep personnel files that reflect performance reviews and any complaints brought against the Association or individual employees under applicable state and federal statutes. The Association should also keep in the employee’s personnel file all final memoranda and correspondence reflecting performance reviews and actions taken by or against personnel. Employment applications should be retained for three years. Retirement and pension records should be kept permanently. Other employment and personnel records should be retained for seven years.
(d) Officer and Committee Materials. Meeting minutes should be retained in perpetuity in the Association’s minute book. A clean copy of all other Officer and Committee materials should be kept for no less than three years by the Association.
(e) Press Releases/Public Filings. The Association should retain permanent copies of all press releases and publicly filed documents under the theory that the Association should have its own copy to test the accuracy of any document a member of the public can theoretically produce against the Association.
(f) Legal Files. Legal counsel should be consulted to determine the retention period of particular documents, but legal documents should generally be maintained for a period of ten years.
(g) Marketing and Sales Documents. The Association should keep final copies of marketing and sales documents for the same period of time it keeps other corporate files, generally three years. An exception to the three-year policy may be sales invoices, contracts, leases, licenses, and other legal documentation. These documents should be kept for at least three years beyond the life of the agreement.
(h) Development/Intellectual Property and Trade Secrets. Development documents are often subject to intellectual property protection in their final form (e.g., patents and copyrights). The documents detailing the development process are often also of value to the Association and are protected as a trade secret where the Association:
(i) derives independent economic value from the secrecy of the information; and
(ii) has taken affirmative steps to keep the information confidential.
The Association should keep all documents designated as containing trade secret information for at least the life of the trade secret.
(i) Contracts. Final, execution copies of all contracts entered into by the Association should be retained. The Association should retain copies of the final contracts for at least three years beyond the life of the agreement, and longer in the case of publicly filed contracts.
(j) Correspondence. Unless correspondence falls under another category listed elsewhere in this policy, correspondence should generally be saved for two years.
(k) Banking and Accounting. Accounts payable ledgers and schedules should be kept for seven years. Bank reconciliations, bank statements, deposit slips and checks (unless for important payments and purchases) should be kept for three years. Any inventories of products, materials, and supplies and any invoices should be kept for seven years.
(l) Insurance. Expired insurance policies, insurance records, accident reports, claims, etc. should be kept permanently.
(m) Audit Records. External audit reports should be kept permanently. Internal audit reports should be kept for three years.
Section 4. Electronic Mail. E-mail that needs to be saved should be either:
(i) Printed in hard copy and kept in the appropriate file; or
(ii) Downloaded to a computer file and kept electronically or on disk as a separate file. The retention period depends upon the subject matter of the e-mail, as covered elsewhere in this policy.