Article I: Name
The name of this organization shall be the South Florida Industry Liaison Group, hereinafter referred to as the South Florida Industry Liaison Group Board or “SFILG”. The SFILG is a non-profit organization.
Article II: Purposes
The purposes for which the SFILG was established are as follows:
(a) to encourage and promote the voluntary exchange of information within the federal contractor community of South Florida relating to equal opportunity and affirmative action compliance;
(b) to educate members on current issues and requirements relating to equal opportunity and affirmative action through information sharing and guest speaker presentations;
(c) to maintain ongoing contact and a positive relationship between the South Florida contractor community and representatives of the OFCCP and other governmental compliance agencies;
(d) and to provide a voice for industry to inform and address issues of concern about affirmative action compliance.
Article III: Officers
Section A – Officers. The elected Officers of the SFILG shall be Chair, Vice Chair, Secretary, and Treasurer. The duties and responsibilities of the Officers shall be those customarily associated with such offices and including those duties as prescribed within these Bylaws.
Section B – Duties. The duties of the Officers shall be as follows:
1. The Chair shall preside at all meetings of the SFILG and Board of Directors of the SFILG. The Chair shall have general authority to execute all contracts and written instruments on behalf of the SFILG, and to perform all other duties commonly incident to the office of Chair. The Chair shall have the authority to co-sign checks in accordance with Article VII, Section D hereof;
2. The Vice Chair shall, in the absence or the disability of the Chair, perform all the duties and execute the authority of the Chair. The Vice Chair shall have the authority to co-sign checks in accordance with Article VII, Section D hereof. He or she shall have all of the restrictions imposed upon the Chair as prescribed in these Bylaws;
3. The Treasurer shall have charge of all funds of the SFILG, and shall perform such duties which are customarily incident to the office including, but not limited to, fulfilling statutory organizational requirements to maintain professional standing; invoicing and collecting membership dues and keeping appropriate records thereof; and, ensuring that no financial liability is accrued to the SFILG resulting from overdrafts or unnecessary fees, etc. The Treasurer shall have the authority, with the consent of the Chair, to act as an agent of the SFILG in all matters relevant to administering his or her fiduciary duties. The Treasurer shall render a written statement regarding the finances of the SFILG at each Board meeting. The Treasurer shall draft a proposed annual budget and a proposed dues assessment for consideration by the Board. The Treasurer shall render a special financial report whenever called upon to do so by the Chair. The Treasurer shall ensure that tax returns are prepared, if appropriate, on behalf of the SFILG.
4. The Secretary shall perform all duties customarily incident to that office including, but not limited to, recording and maintaining an accurate record of the minutes of all Board meetings and reporting same to the Board membership; maintaining a roster of updated contact information on all Board members; sending all internal communications to the membership; and, certifying the membership role for the purpose of voting; receiving, maintaining and, as appropriate, transmitting a record of all communications pertaining to the SFILG and its business to all persons and organizations; and,
Section C – Absence of Chair And Vice Chair. In the event that the Chair is not in attendance during a Board meeting or a conference call, the Vice Chair shall assume the duties and authority of the Chair. In the event both the Chair and Vice Chair are not in attendance, the Treasurer shall assume the duties and authority of the Chair. In the event the Chair, Vice Chair and Treasurer are not in attendance, the Corresponding Secretary shall assume the duties and authority of the Chair. In the event none of these Officers is in attendance, the meeting shall be rescheduled for a more suitable time.
Section D – Election/Terms of Office. All Officers shall serve in their elected capacity for a term of one calendar year or until their successor assumes office. The election of Officers shall occur annually at the general membership meeting held during September, and their term of office will begin on January 1st of the following calendar year. The elected Officers may not hold the same office for more than two consecutive terms unless approved by a unanimous vote of the Board.
At the Board meeting prior to the September general membership meeting, the Board shall appoint a Nominating Committee. The Nominating Committee will communicate nominees for each elected position to the Board prior to the September general membership meeting. Nominees must be SFILG members in good standing.
Section E – Interim Vacancies. The Secretary shall provide written notice as soon as possible to all Board members when a vacancy occurs in one or more of the Officer positions. The notice shall solicit nominations for the vacant position and announce a special meeting to elect an interim Officer by a majority vote of the Board. The elected Officer shall fulfill the remainder of the term of the position vacated.
Section F – Removal of Officers. In the event it becomes necessary to remove an Officer or Board member, the Chair will first request a resignation. In the event a resignation is not forthcoming, the Chair shall make a proposal to the Board to remove the Officer and shall schedule a special meeting for that purpose. In the event it becomes necessary to remove the Chair, the Vice Chair shall fulfill the obligations of the Chair for this section in that instance. Any Officer may be removed upon a super majority vote.
Section G – Compensation. No Officers or Board members of the SFILG shall receive monetary compensation for their services as Officers or Board members.
Section H – Section J – Expenses. Expenses incurred by Board members for travel and meals may be reimbursed by the SFILG, provided that such expenditures were made pursuant to the approval of the Board in the manner described in Article VII regarding financial transactions. No signatory to the checking account may sign a check reimbursing himself or herself for expenses incurred.
Article IV: Board Membership
The membership of the SFILG Board of Directors shall consist of the elected Officers and the Directors appointed pursuant to this Article.
Section A – Criteria for Board Membership. The criteria for serving on the SFILG Board (as either an Officer or Director) are as follows:
1. The member must be employed by a company that is a federal contractor or subcontractor that has affirmative action programs; or
2. The member must be employed by a company that has a bona fide interest in fostering and promoting diversity and/or affirmative action; and
3. The member must be an experienced affirmative action/equal employment opportunity professional;
4. No more than two Board members shall work for the same parent company or corporate entity.
Section B – Appointment of Board Members. The membership of the SFILG Board shall include, in addition to the elected Officers, up to 12 appointed Board members, which shall be selected and appointed by majority vote of the Officers. The Officers shall inform the membership of volunteer opportunities, including Board membership, and enable members to express interest in such Board positions.
Section C – Board Member Removal. Board members who fail to attend at least three consecutive, regularly scheduled meetings or conference calls or cumulatively six regularly scheduled meetings or conference calls within a twelve month period, without extraordinary extenuating circumstances, shall be involuntarily removed by a majority vote of the Board. The Board will consider the Board member’s reason, record and circumstances in exercising any action to remove a Board member.
Section D – Voting. The voting Board members of the SFILG shall be the elected Officers and all appointed Board members.
Article V: Committees
The standing committees of the SFILG shall consist of the following. Annually, Members of the SFILG Board shall be designated to chair the standing committees, other than the Executive Committee, which shall be chaired by the SFILG Chair.
Section A – Executive Committee. The Officers of the SFILG, as designated in Article III, shall constitute the Executive Committee of the SFILG. The duties of the Executive Committee shall include, but not be limited to, the following:
1. Proposing an annual budget for the term in which they are to serve as Officers of the SFILG. The proposal shall be submitted to the SFILG Board in time to be considered at the first meeting to be held during the first quarter of the year;
2. Authorizing expenditures for the normal operating expenses of the SFILG.
3. Recommending changes to the Bylaws; and,
4. Any other functions it is authorized to perform by the SFILG. All decisions of the Executive Committee made in the exercise of these functions must have the approval of the majority of members of the Executive Committee.
Section B – Communication Committee. The role of the Communications Committee shall include:
1. To serve as the primary communication vehicle and marketing voice of the SFILG;
2. To prepare and coordinate Board communications to members and others in the community;
3. To facilitate internal Board communication linkages, as necessary; and
4. To develop and maintain a website to facilitate communication to and among the SFILG membership.
Section C – Partnership Committee. The role of the Partnership Committee shall be:
1. To establish and maintain a non-adversarial relationship (“partnership”) with the two key federal enforcement agencies, OFCCP and EEOC, and, as appropriate, other federal agencies concerned with equal employment opportunity and affirmative action;
2. To serve as SFILG liaison with the OFCCP and EEOC;
3. To initiate and maintain an open dialogue with the OFCCP and EEOC regarding new developments in the areas of equal employment opportunity and affirmative action compliance; and,
4. To identify and implement programs and initiatives in conjunction with these federal agencies designed to further advance equal employment opportunity and affirmative action.
Section D – Programs Committee. The role of the Programs Committee shall be:
1. To develop educational programs for the SFILG membership, including coordinating guest speakers for such events.
2. The develop and present at least 2 programs annually, and such other programs or events and that the Committee determines would benefit the SFILG membership;
Section E – Membership Committee. The role of the Membership Committee shall be:
1. To develop the membership of the SFILG, including overseeing the process of joining the SFILG and responding to communications and inquiries regarding membership;
2. To develop information regarding the benefits of SFILG membership and provide such information to potential members;
3. To maintain information concerning the current membership of the organization.
Section F – Sponsorship Committee. The role of the Sponsorship Committee shall be:
1. To develop sponsorship opportunities to enhance the revenue to the SFILG;
2. To market the SFILG sponsorship packages and opportunities to members and non-members.
Article VI: Meetings
Section A – Number of Board Meetings. Four regularly scheduled face-to-face meetings of the SFILG Board shall occur each year, at a time and place to be determined by the Executive Committee. In addition, the SFILG will meet as necessary via conference call to conduct the business of the SFILG.
Section B – Voting. As indicated under Article IV, each voting member is eligible to cast one vote on each business matter brought before the SFILG Board.
Section C – Attendance. Only Board members or those invited to attend by the Executive Committee shall attend Board meetings.
Section D – General Membership Meetings. The Board, through the Programs Committee, shall plan at least 2 general membership programs or meetings each calendar year. One such meeting shall be held in September of each year, which will be the SFILG’s general business meeting at which the Election of new Officers will take place.
Section E – No Solicitation. No member shall actively solicit business from any other member at Chapter meetings without the approval of the Board of Directors.
Article VII: Financial Management
Section A – Fiscal Year. The fiscal year for the SFILG shall be from January 1 to December 31 of each calendar year.
Section B – Account Name. All SFILG financial accounts shall bear the name “South Florida Industry Liaison Group”.
Section C – Deposits. All funds of the SFILG shall be deposited by the Treasurer in a banking or financial institution within a reasonable period of time after receipt.
Section D – Financial Transactions. Financial transactions drawn against any SFILG account must be authorized by the Board. Amounts up to and including $2,500 shall bear the signature of the Treasurer. For amounts greater than $2,500, the signature of the Treasurer and either the Chair or Vice Chair shall be required. The authority of the SFILG to expend or encumber funds extends only to those funds in the SFILG account(s).
Section E – Expenditures. The Treasurer, following authorization by the Executive Committee, shall pay normal operating expenses of the SFILG. Normal operating expenses shall include all of the expenditures designated in the annual budget approved annually by the Board. Expenditures of SFILG funds for all other purposes must be authorized by a majority vote of the Board. All expenditures shall be made by the SFILG in a manner that will facilitate accurate bookkeeping by the Treasurer.
Article VIII: Dues
Section A – Dues Assessment. Dues for membership in the SFILG shall be determined annually, no later than January 1 of each calendar year. The amount for dues shall be determined by a majority vote of the Board based upon the fiscal needs to operate the SFILG.
Article IX: Parliamentary Authority
These Bylaws, as adopted by the membership, shall be the authority or law of the SFILG. Wherever these Bylaws do not specifically make provision for a particular point or situation in question, the governing authority shall be Robert’s Rules of Order, Revised Edition.
Article X: Quorum
A quorum shall be fifty percent plus one of the voting members of the Board.
Article XI: Amendments
These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a majority vote of the Board, provided the proposed changes have been circulated to Board members at least 30 days prior to the meeting at which the amendment is to be voted upon.
The foregoing Bylaws were adopted by the SFILG Board of Directors on the 17th day of November, 2009.