BYLAWS OF THE
ENVIRONMENTAL PROFESSIONALS OF FLORIDA, INC.
A FLORIDA NONPROFIT CORPORATION
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PART ONE: ORGANIZATION
Article I: Purpose
Article II: Membership
Article III: Discipline
PART TWO: OPERATIONS
Article IV: Boards of Directors
Article V: Officers
Article VI: Committees
Article VII: Financial Activities
Article VIII: Corporate Records
Article IX: Special Operational Provisions
Article X: Changes to Bylaws
Article XI: Conflicting Bylaws and Articles
Article XII: Meetings
Article XIII: Recorded Positions and Policies
PART ONE: ORGANIZATION
ARTICLE I.
Purpose
Section One. General Purpose. The general purpose is to
provide for the self-regulation of the practice of individuals acting
as Environmental Professionals within the state of Florida. The
corporation shall not, as its primary activity, engage in a regular
business of a kind ordinarily carried on for profit.
Section Two. Specific Purpose. The specific purposes of the
corporation shall include the autonomous setting of standards of
performance, the setting of standards of ethical conduct, the
registration of environmental professionals, the certification of
environmental professionals, the keeping and distribution of
performance records of environmental professionals, the entry into
contracts and agreements with others in order to meet these purposes,
and influencing government and business entities to recognize formally
or informally, the purposes of the corporation and the recognition it
affords to its members. Additional purposes of the corporation include
the continuing education of those practicing as environmental
professionals and the promotion of common business interests of
environmental professionals engaging in their respective professions in
the state of Florida. The corporation may undertake any action
necessary to further these purposes including, without limiting the
foregoing, monitoring and influencing legislative, quasi-legislative,
judicial, and quasi-judicial activities and other governmental action
affecting, or which may affect, the business of the members. The
corporation may also undertake any action necessary to influence other
business practitioners to recognize the standards and membership of the
corporation. The intent of the corporation is to operate as a nonprofit
organization for the benefit of the public in order to safeguard the
health, safety, property and welfare of its citizens and natural
resources.
ARTICLE II.
Membership
Section One. Classes of Membership. Three classes of
membership exist which include Registered, Certified, and Associated.
Section Two. Qualifications. The qualifications vary depending
on the class of membership.
a) Registered Member: A registered individual member shall be known as
a Florida Registered Environmental Professional (FREP). A registered
member must hold an acknowledged and recognized degree from a fully
accredited university, have at least two years of professional working
experience in Florida, abide by the Code of Ethics and Standards of
Practice, agree to the authority and conditions of the Bylaws and
Articles of Incorporation, acknowledging, attesting, and agreeing to
the above by written instrument.
b) Certified Member: A certified individual member shall be known as a
Florida Certified Environmental Professional (FCEP). A certified member
must hold an acknowledged and recognized degree from a fully accredited
university, have at least five years of professional working
experience, abide by the Code of Ethics and Standards of Practice, have
obtained at least twenty four contact hours of continuing education
during the five years prior to application, agree to the authority and
conditions of the Bylaws and Articles of Incorporation, acknowledging,
attesting, and agreeing to the above by written instrument. In
addition, a Certified member must hold professional certification
recognized by the Executive Board of Directors pursuant to these
Bylaws. Documentation of the above credentials shall be required at a
level to be set by the Executive Board.
c) Associated Member: An associated individual member shall be known as
an Associate Environmental Professional of Florida (AEPF). An
associated membership may be awarded to any individual having an
interest in the corporation and not otherwise meeting the above
membership requirements. Initially there shall be four subclasses of
associate membership: Educator, Professional, Student, and Provisioner.
An Educator will typically be a secondary or post secondary professor
or researcher who is not active as an environmental professional
offering services for a fee. A Professional Associate will typically be
an individual who has met the educational requirements but has yet to
meet the experience requirements. A Student must be registered at an
accredited college or university. A Provisioner may be awarded to any
provider of goods or services in support of the environmental
profession.
d) Registered Corporation: A registered corporate member shall be known
as a Florida Registered Professional Environmental Corporation (FRPEC).
A FRPEC must employ a duly qualified and recognized FREP or FCEP in a
position of responsible charge over the Area of Practice and Discipline
of the Registration and encourage the FREP or FCEP to abide by the Code
of Ethics and other requirements of the recognition held.
e) Certified Corporation: A certified corporate member shall be known
as a Florida Certified Professional Environmental Corporation (FCPEC).
A FCPEC must employ a duly qualified and recognized FCEP in a position
of responsible charge over the Area of Practice and Discipline of the
Certification and encourage the FCEP to abide by the Code of Ethics and
other requirements of the recognition held.
f) Associated Provisioner or Institution: An associated provisioner or
institution shall be known as a Corporate Associate of the
Environmental Professionals of Florida (CAEPF). Such reference as a
corporation shall not imply nor require that the entity is incorporated
but shall include sole proprietors and other non incorporated entities
desiring associate membership. Qualifications are that the corporate
associate must provide goods or services necessary to the practice of
the Florida Environmental Professional and that such membership be
approved by the Board of Directors.
Section Three. Admission to Membership. Applicants meeting the
requirements within the Articles, Bylaws and other governing corporate
documents will be accepted into the relevant membership program.
Section Four. Practice Agreement. Registered and Certified
members agree to conduct themselves professionally in full accordance
with the professional guidance of the Code of Ethics and the Standards
of Practice. These professional members agree to avoid practicing
beyond the scope of their education and experience without the advice
and guidance of duly recognized professionals in these areas.
Section Five. Communication with members. The preferred and
substantive method of communications with members shall be through the
use of Electronic Mail. Other methods may be used at the discretion of
the body initiating the communication. It is generally considered to be
a joint responsibility of the sender and recipient to assure that
communication has been successful.
Section Six. Membership Fees and Dues. These amounts vary
depending on classification of membership.
a) Initial Membership Fees: These fees will be set annually by the
Executive Board of Directors.
b) Renewal Fees: These fees will be set annually by the Board of
Directors.
Section Seven. Record of Membership. A book of records of
membership is retained in the corporation's principal office providing
a list of admissions and terminations of all members.
Section Eight. Liability of Members. No member is personally
liable for the corporation's liabilities, debts, or obligations.
ARTICLE III.
Discipline
Section One. Complaints against members. Upon receipt of a
complaint against a member, the Executive Director shall notify the
Chairman of the Practice Board. The chairman shall appoint five
agreeable voting members to investigate and review the compliant with
the full support of staff. Of the five, two shall be certified within
the Area of Practice against which the complaint is lodged and three
shall be from other Areas of Practice. Should the complaint extend into
more than one Area of Practice, the Chair may increase the number of
members on the investigative board subject to ratification by the
Practice Board. During the investigatory phase, all information,
including the names of the members of this board of investigation shall
be held in strictest confidence by all those involved. Failure to do so
shall result in their immediate dismissal from their office and
membership. The only exception to this mandate is that upon discovery
of any criminal activity the entire process shall be forwarded to the
proper law enforcement authorities. Upon conclusion of the
investigation, the Investigation Board shall meet to review the
findings and make a recommendation to the Combined Board of Directors.
The recommendation shall be sanitized to eliminate all references which
may identify the individuals involved. Should the recommendation be
that the person have disciplinary action, an appeal process shall be
afforded to the affected member. Additional procedures may be developed
by policy of the Combined Board.
Section Two. Termination of Membership. The following acts
constitute grounds for which disciplinary actions may be taken:
a) Violation of any provision of the Articles of Incorporation or these
Bylaws;
b) Violation of rules or governing policy as may be adopted by the
Board;
c) Attempting to procure membership by bribery or fraudulent
misrepresentation;
d) Being convicted, having pleaded no contest or having been found
guilty of a crime in any jurisdiction which directly relates to the
practice of environmental professionals;
e) Nonpayment of fees.
Section Three. Procedures. The Executive Board shall convene a
committee to develop specific procedures for determining disciplinary
action in addition to that listed in Section Two. Such procedures shall
include a distinct progression of proof from the establishment of
professional duty, through a breach of that duty, and that breach being
proximate to the harm done, and that the harm done resulted in damages
to the client, the environment, or the profession.
PART TWO: OPERATIONS
ARTICLE IV.
Boards of Directors
Section One. Number of Directors. The initial Board of
Directors consists of six members. The number of directors may be
either increased or decreased from time to time, but shall never be
less than one. The Combined Board of Directors consists of the
Executive Board and the Board of Practice. The Executive Board shall
consist of six voting members and is chaired by the Executive Director,
who is not a member. One member shall be a Student Associate Member.
The Executive Board is responsible for the conduct of the general
business activities of the corporation. The Board of Practice consists
of one member from each discipline of the profession. The Board of
Practice is responsible for guiding the philosophy of the corporation.
A seat on the Board of Practice shall become available to each Area of
Practice having more than five voting members. The Combined Board of
Directors will appoint the number and titles of the seats on the Board
of Practice.
The Board of Practice shall convene periodically as the Board of
Certification. Sitting as the Board of Certification, the only business
to be considered shall be the admission or termination of Certified
Members, the consideration of degrees to be accepted as preparatory to
professional practice, the consideration of recognition of private or
public professional certifications as preparatory for professionals
practice in Florida, and other such matters limited to the
qualifications, process, and policies of the Certification as a Florida
Environmental Professional or as a Certified Florida Professional
Environmental Corporation.
In addition, there shall be an Associate's Advisory Board (AAB). This
Board shall be composed of representatives of associated classes. The
AAB shall be given an opportunity to comment on issues before the
Executive Board which affect their class of membership. At a minimum,
this board shall include a Student Associate, an Educational Associate,
and a Provisioner. Other members may be added at the discretion of the
Associate Advisory Board subject to ratification by the Executive
Board. Each associate representative shall be elected from the ranks of
the respective associated class.
Section Two. Election of Directors. Elections to positions on
each board shall be conducted by the Secretary of the alternate board
or by the Executive Director in the event of a vacant office of
Secretary. Election shall be by simple majority of those members
eligible to vote who have cast such vote. Election of the Executive
Board shall be by majority vote of those members qualified to vote who
have chosen to cast such vote. Election of the Board of Practice is by
members voting for the board member representing their specific Area of
Practice. Elections to the Associate Advisory Board is by associate
members voting for the board member representing their specific
Associated class. Elections may be held by absentee ballot, written
proxy, electronic mail or other such device as designed by the
Secretary of the corporation or of the Practice Board, as appropriate.
Section Three. Qualifications of Directors. Any voting member
is eligible for Executive Board positions. Any voting member is
eligible for a seat on the Board of Practice within their respective
Area of Practice. Any Associate member is eligible for a seat on the
Associate Advisory Board within their respective Associated class. No
member may hold more than one elected position.
Section Four. Duties of the Boards.
a) The Executive Board is responsible for duties that oversee the
general business and operational activities of the corporation. The
Board of Practice conducts duties as to the philosophy of environmental
professionals, including the creation of definitions of the
specializations within the environmental profession. The Associate
Advisory Board acts in an advisory capacity to the Combined Board of
Directors.
b) The Boards and committees shall have the authority to adopt policy
beyond these Bylaws in order to more fully implement the purpose of the
corporation. Such policy must be within the area of responsibility of
the formulating body, be available to the membership, in writing,
adopted by majority vote of the enacting board (committees must refer
policy to their board) and ratified by the Executive Board.
c) The Practice Board shall have the authority to amend the contents of
the Area of Practice (Article 12, Section Four) without further
ratification by either members or the Executive Board. Such amendment
shall be by super majority vote; a super majority being in excess of
80%. Should the board member representing an affected Area of Practice
be opposed in such vote, the matter shall then go before the entire
membership for ratification and shall not be enacted until such
ratification is obtained.
Section Five. Duties of Executive Director. Duties include:
a) Promote and run daily affairs of the organization;
b) Hire staff, including a business manager;
c) Make purchases of items necessary to run the organization, such duty
authorizes the Executive Director or his designee to sign checks and
drafts up to $5,000.00;
d) Keep corporate records;
e) Prepare budgets and reports;
f) And, any other duty as directed by the Executive Board.
Section Seven. Term of Office. Seats on the Executive Board
will have a five-year rotation., with the exception that the Student
Associate shall be rotated every two years. Seats on the Board of
Practice will have a three-year rotation.
Section Eight. Compensation. Compensation of the Executive
Director and staff are pursuant to the terms of employment. Members of
the Executive Board and the Board of Practice do not receive
compensation other than reimbursement for duly approved expenses.
Section Nine. Location of Combined Board Meetings. The locations
of meetings will occur as set by the Executive Board.
Section Ten. Action Without A Meeting. Action without a meeting
is limited to the Executive Board. Action without a meeting must have
the concurrence of the President, one other Director on the Executive
Board, and the Executive Director. Such action must be placed before
the appropriate board as soon as is practical for ratification or
reversal.
Section Eleven. Vacancies and Replacement of Directors. Any
vacancy on the Combined Board of Directors, whether due to death,
resignation, removal, disqualification, loss of member status,
relocation out of state or otherwise, may be filled by special
election. Special elections by voting members will be conducted if
directors on the Executive Board resign or are removed from office for
cause. Special elections by voting members in the relevant discipline
of the Board of Practice will be conducted if board members resign or
are removed from office for cause.
Section Twelve. Liability and Indemnification of Directors.
a) The directors of this corporation shall not be personally liable for
its debts, liabilities, or other obligations.
b) The corporation hereby indemnifies and agrees to hold harmless from
claim, liability, loss, or judgment any director or officer made a
party or threatened to be made a party to any threatened, pending, or
completed action, suit, or proceedings, whether civil, criminal,
administrative, or investigative (other than an action, suit, or
proceeding by or on behalf of the corporation to procure a judgment in
its favor), brought to impose a liability or penalty on such person for
an act alleged to have been committed by such a person in his capacity
as director, officer, employee, or agent of the corporation or any
other corporation, partnership, joint venture, trust or other
enterprise in which he served at the request of the corporation,
against judgments, fines, amounts paid in settlement, and reasonable
expenses, including attorneys' fees actually and reasonably incurred as
a result of such action, suit or proceeding or any appeal thereof, if
such person acted in good faith in the reasonable belief that such
action was in, or not opposed to the best interests of the corporation,
and in criminal actions or proceedings, without reasonable ground for
belief that such action was unlawful. The termination of any such
action, suit, or proceeding by judgment, order, settlement, conviction
or upon a plea of nolo contendere or its equivalent shall not create a
presumption that any such director or officer did not act in good faith
in the reasonable belief that such action was in, or not opposed to,
the best interests of the corporation. Such person shall not be
entitled to indemnification in relation to matters as to such person
has been adjudged to have been guilty of gross negligence or willful
misconduct in the performance of his duties to the corporation. The
foregoing rights of indemnification shall not be deemed to limit in any
way the power of the corporation to indemnify under any applicable law.
ARTICLE V.
Officers
Section One. Designation of Officers. The officers of the
corporation shall be a President, Vice President, Secretary, Treasurer
and such other officers as may be elected in accordance with the
provisions of this article. The Board of Directors may elect or appoint
such other officers, including a liaison to the Practice Board, one or
more assistant secretaries and one or more assistant Treasurers, as it
shall deem desirable, such officers to have the authority and perform
the duties prescribed, from time to time, by the Board of Directors.
Section Two. Election and Term of Office. The officers of the
corporation shall be elected annually by the Combined Board of
Directors at the regular annual meeting. If the election of officers
shall not be held at such meeting, such election shall be held as soon
thereafter as may be convenient. Officers are to be elected from the
members of the Executive Board of Directors. New offices may be created
and filled at any meeting of the board. Each officer shall hold office
until his successor shall have been duly elected and shall have been
qualified. Supplemental offices as allowed in Section One may be
elected from the ranks of the Executive or Practice Board.
Section Three. Removal of Officers. Any officer elected or
appointed by the Board of Directors may be removed by the combined
Board of Directors whenever in its judgment the interests of the
corporation would be thereby best served, such as loss of member status.
Section Four. Vacancies. A vacancy in any office, whether due
to death, resignation, removal, disqualification, or otherwise, may be
filled by the Combined Board of Directors for the unexpired portion of
the term from qualified candidates.
Section Five. Duties and Powers of President. The President
shall be the Chief Executive Officer of the corporation, and shall
exercise general supervision and control over all activities of the
corporation. The President shall preside at all meetings of the
members. The President may sign, with the Secretary or other officer
duly authorized by the Board of Directors, any deeds, mortgages, bonds,
contracts, or other instruments the execution of which has been
authorized by the Board of Directors, by these Bylaws, or bylaw to some
other officer or agent of the corporation; and in general shall perform
all duties incident to the office of President and such duties as may
be prescribed by the Board of Directors.
Section Six. Duties of Chairman of the Board of Practice.
The Chairman of the Board of Practice is responsible for conducting the
business of the board through the effective use of meetings,
committees, and staff. The Board of Practice is responsible for
defining Areas of Practice and disciplines. The Practice Board is
responsible for approval of certifications, degrees, and all
disciplinary investigations.
Section Seven. Vice President. In the absence of the President
or in the event of the President's inability or refusal to act, the
Vice President, if one has been elected by the Combined Board of
Directors, shall perform the duties of the President, and when so
acting shall have all the powers of, and be subject to all the
restrictions upon, the President. Any Vice President shall perform such
additional duties as may from time to time be assigned by the President
or by the Board of Directors.
Section Eight. Treasurer. If so required by the Board of
Directors, the Treasurer shall give a bond for the faithful discharge
of his duties in such sum and with such surety or sureties as the Board
of Directors deem appropriate. The expense of any such bond shall be
paid by the corporation. The Treasurer shall have charge and custody
of, and be responsible for, all funds and securities of the
corporation; receive and give receipts for monies due and payable to
the corporation from any source whatsoever, and deposit all such monies
in the name of the corporation in such banks, trust companies, or other
depositaries as shall be selected by Board of Directors, and in general
perform all duties incident to the office of Treasurer and such other
duties as may from time to time be assigned by the President or by the
Board of Directors.
Section Nine. Secretary. The Secretary shall keep the minutes
of meetings of members and of the Board of Directors, in one or more
books provided for that purpose; see that all notices are duly given in
accordance with these Bylaws or as required by law; be custodian of the
corporate records and the seal of the corporation; keep a membership
book containing the names and addresses of all members and Directors of
the corporation, and with respect to any membership which has been
terminated, record that fact together with the date of termination;
exhibit to any director of the corporation, or to his agent, or to any
person or agency authorized by law to inspect them, at all reasonable
times and on demand, these Bylaws, the Articles of Incorporation, the
membership book, the minutes of any meeting, and other records of the
corporation; and in general shall perform all duties incident to the
office of Secretary and such other duties as may from time to time be
assigned by the President or the Board of Directors.
Section Ten. Assistant Treasurers and Assistant Secretaries.
The assistant treasurers and assistant secretaries, in general, shall
perform such duties as may be assigned to them by the Board of
Directors, the President, the Vice President, the Treasurer, or the
Secretary of the corporation. If so required by the Board of Directors,
the assistant treasurers shall give bonds for the faithful discharge of
their duties in such sums and with such sureties as the Board of
Directors may deem appropriate.
Section Ten. Compensation of Officers. No officer shall receive
any compensation from the corporation for service as an officer of the
corporation. This prohibition shall not prevent officers from receiving
compensation for services rendered in other capacities, including
expenses incurred, for which the Board of Directors has budgeted and
approved.