Revised: August 2019

Article I. Name and Purpose — This organization shall be known as the Florida Association of Professional Lobbyists (hereinafter referred to as FAPL). FAPL is a private, not for profit, professional organization composed of voluntary members. All meetings and records of FAPL’s Board or membership are declared to be private and shall not be open to the public or any non-member. No member shall make any record of FAPL public without express approval by the Board. The primary purposes of FAPL are to:

A. Promote and maintain high ethical standards in the profession of lobbying;

B. Adopt a Code of Professional Ethics for Lobbyists that is subscribed to by every member of FAPL;

C. Provide a mandatory course of study relating to the regulation and ethical conduct of lobbying that must be completed as a condition of initial membership, and provide mandatory continuing education as a condition of ongoing membership;

D. Provide a process for the resolution of disputes among members of FAPL;

E. Work with the legislature to develop appropriate laws governing the practice of lobbying in Florida;

F. Promote the profession of lobbying in Florida with the media, educational institutions, consumer groups and other publics as identified by the Board of Directors;

Article II. Board of Directors— FAPL shall be governed by a Board of Directors elected by the membership in the manner prescribed herein. The Board of Directors shall have supervision, control and direction of the affairs of FAPL, its committees and its publications, shall determine the policies associated with the objectives of the corporation and shall be accountable for FAPL’s assets. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may delegate certain of its authority and responsibility to the Executive Committee.

A. The Board of Directors shall meet at least quarterly but may meet more often at the call of the Chairman. Notice of all Board meetings shall be given to Directors not less than 30 days before a meeting is held. The Chairman may call an emergency meeting of the Board of Directors with no minimum advanced notice required to the Directors. An emergency meeting shall only be called to address a need which is critical to the mission of the organization based on the discretion of the Chairman.

B. At any meeting of the Board of Directors a majority of the voting members of the Board shall constitute a quorum for the transaction of the business of FAPL. Voting rights shall not be delegated to another or exercised by proxy. The Board may take action by mail ballot or by electronic mail ballot, and this action shall be valid if affirmed by a vote at the next meeting of the Board.

C. Any Board member who shall have been absent from two (2) consecutive regularly-scheduled meetings during any fiscal year, without the absence being excused in advance by the Chairman, shall automatically vacate this seat on the Board and the vacancy shall be filled as provided by these Bylaws. However, at the discretion of Board, the Board members may vote to retain a member.

D. The Board of Directors may fill any vacancies that may occur on the Board by reason of death, resignation or otherwise, with an interim Director for the continuation of the unexpired term.

E. Any director may be removed any time by a two-thirds vote of the Board of Directors at any regular or emergency meeting.

F. The Board shall consist of up to 15 directors elected from the membership of FAPL, including the officers of FAPL (Chairman, Vice-Chairman and Secretary-Treasurer), whom are elected by the Board of Directors.

G. Each Director shall be elected to serve a term of two years and may serve a maximum of four two-year terms. Directors shall take office on January 1st, following their election in the preceding year. No Board member, having served four consecutive two-year terms, shall be eligible for re-election until such person has been absent from the Board for one two-year term.

H. The Board of Directors is empowered to hire a chief staff executive who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board or an association management firm with the requisite skills to carry out the following duties:

1) Responsibilities include the day-to-day management of FAPL, including such matters as may be assigned by the Board, including but not limited to:

a. The preparation of minutes for the meetings of the membership, as well as the meetings of the Board of Directors; the distribution of any correspondence, notifications, or other communications that are required by these bylaws, directed by the Board of Directors, assigned by the Chairman, or otherwise appropriate to the proper administration of FAPL; and such other administrative duties as may be assigned by the Chairman or the Board.

b. Billing and collection of dues established by the Board, other fees or amounts owed to FAPL, maintenance of the financial records in FAPL, the payment of bills and accounts of FAPL in a timely manner, and such other duties and responsibilities as might be assigned to them by these bylaws, or the Board.

c. Preparation of a proposed list of the chairs and the membership of all committees which shall be submitted to the Chairman.

Article III. Officers —The officers of FAPL are the Chairman of the Board, the Vice Chairman and the Secretary-Treasurer. Their powers and duties are:

A. Chairman of the Board. — The Chairman will call and preside at all meetings of the membership and the Board of Directors. The Chairman shall also appoint, in the manner established herein, the chairs of all committees established herein or by the Board. The Chairman shall serve as the spokesman for FAPL on matters directly related to or consistent with the Bylaws and Code of Ethics or principles adopted by the Board. The Chairman shall also carry out such additional duties and responsibilities as maybe delegated to them pursuant to these bylaws or by the Board.

B. Vice Chairman.—The Vice Chairman shall, in the absence or at the direction of the Chairman, assume all of the powers and duties of the Chairman. The Vice Chairman shall also carry out such additional duties and responsibilities as may be delegated to them pursuant to these bylaws or by the Board.

C. Secretary-Treasurer. - The Secretary-Treasurer shall be responsible for oversight of the financial affairs of FAPL including working with a finance committee on the budget to be approved by the Board and reviewing the monthly financial statements of FAPL.

D. Election and term of office.— The Chairman of the Board and the other two officer positions shall be elected by the Board of Directors at the first meeting of the Board held after January 1st of each odd-numbered year.

E. Vacancies.—A vacancy in the office of Chairman will be filled by the Vice Chairman. A vacancy in the office of Vice Chairman shall be filled by the Secretary-Treasurer. A vacancy in the office of Secretary-Treasurer will be filled by the Board.

F. Removal.—Any officer of FAPL may be removed from his office at any time by a two-thirds vote of the Board of Directors.

Article IV. Executive Committee

A. The Executive Committee shall consist of the Chairman, Vice-Chairman, Secretary-Treasurer, immediate past Chairman and one other member of the Board nominated by the officers. The at-large member of the Board nominated by the officers shall be approved by the Board at the first meeting of the Board after January 1st. An at-large Executive Committee member shall serve a maximum of two years unless elected as an officer of FAPL. FAPL Executive Director or Association Manager shall serve as an ex-officio member of the Executive Committee.

B. The Executive Committee shall meet at the call of the Chairman of the Board. The Executive Committee shall be empowered to assist the Executive Director or Association Manager in managing the affairs of FAPL, organizing the agendas for all Board meetings, and working with the various Committee Chairs to bring matters of interest to the Board. The Executive Committee shall not be authorized to implement specific areas of policy as these responsibilities rest with the Board of Directors, unless a specific task is delegated to the Executive Committee by the Board. All actions taken by the Executive Committee are subject to Board approval and must be reported to the Board at its next subsequent meeting or by the mailing of the minutes.

Article V. Nominations

A. The Chairman shall appoint a Nominating Committee by August 1st of each year for the purpose of nominating Directors for election by the membership. The Nominating Committee shall consist of a chairman selected from among the past chairs of the FAPL Board of Directors, the Secretary-Treasurer, two Board members and two at-large association members.

B. FAPL shall solicit nominations from the general membership for each vacant or about to expire Director position and these nominations shall be received by September 1st to qualify for consideration. The Nominating Committee shall develop a slate of Directors to be presented to the membership by November 1st taking into consideration the diverse membership constituencies in FAPL. The membership shall have 15 days to respond to this ballot. The candidates receiving the highest number of votes shall be declared elected and the membership shall be notified of the results of the election by December 31st.

Article VI. Membership—Any person may apply for membership in FAPL in one of the categories detailed below:

A. Active Member – This membership classification consists of both public sector and private sector lobbyists who are actively retained or employed as lobbyists and are registered with the State Board of Elections. Active Members receive full membership benefits, have full voting rights, and are eligible to serve on the Board of Directors of FAPL.

B. Life Member – This member classification consists of those members who have served a minimum of ten (10) years as a lobbyist in Florida. The Board of Directors is empowered to grant members access in this classification on a reduced or no annual membership fee basis. The proposed member must have been a member of FAPL during the ten consecutive years of service and must be fully retired from the profession of lobbying or not receiving compensation for lobbying services. This membership category has no voting rights and is not eligible to serve on the Board of Directors.

C. Associate Member – This member class would consist of those individuals, partnerships or corporations, LLC’s etc. who have a special interest in FAPL members or in the profession of lobbying. Policies governing this membership category shall be determined by the Board of Directors. This membership category has no voting rights and is not eligible to serve on the Board of Directors.

D. Group Members – This member class consists of individual lobbyists employed by a partnership, corporation, LLC, or other entity, that also employs an Active Member. The Group Member category is for lobbyists who focus their efforts on county, municipal or other governmental entities, and who lobby at the state level on a limited basis in conjunction with, or at the direction of, an Active Class member. This membership category has no voting rights and is not eligible to serve on the Board of Directors.

E. Affiliate Members – Are those individuals employed by an Active Member, or the organization employing an Active Member, and who have an interest or need to know the laws, rules and more of professional lobbing. To qualify for Affiliate Membership, an individual must not be registered to lobby at any level of government. This membership category has no voting rights and is not eligible to serve on the Board of Directors.

F. Active members shall be approved for membership in FAPL if they:

1) Agree to comply with both the letter and the spirit of the Code of Professional Ethics of FAPL.

2) Agree to complete the initial education course developed by FAPL in a timely manner as determined by the Board and subsequently satisfy the continuing educational requirements established by the Board.

3) Confirm that they are a registered lobbyist in this state.

4) Confirm that they have not been convicted of any felony.

5) Agree to participate in the dispute resolution process prescribed below and to waive any cause of action on the part of any other member arising from that member’s good faith participation in any disciplinary matter that substantially complies with the process.

Article VII. Annual Meeting —There shall be an annual meeting of the membership to be held each year at the direction of the Board. The purpose of the meeting is for the officers to report on the interim activities of FAPL and the actions of the Board of Directors in addition to the conduct of such business as may be contemplated by these bylaws.

Article VIII. Code of Professional Ethics—The Board of Directors shall adopt a Code of Professional Ethics at its organizational meeting. The Code may be amended by an affirmative two-thirds vote of the entire Board. Any member of the Board may propose amendments to the Code by submitting the amendment(s) in writing to each member of the Board at least 14 days prior to its next regularly scheduled meeting. In addition, the Chairman shall appoint a standing committee that is responsible for an annual review of these bylaws and the Code of Professional Ethics and making such recommendations to the Board of Directors for amendments as may be necessary and appropriate. Any member of FAPL may make written recommendations to the committee for its consideration. In addition, any member of the Board of Directors may propose amendments to the recommendations of the committee at the Board meeting at which such recommendations are considered.

Article IX. Education —The Board of Directors shall approve and implement the substance and duration of an initial course in the ethics and regulation of lobbying that must be completed by each member of FAPL as a condition of membership and within the time determined by the Board. The Board shall likewise approve the substance and duration of courses of continuing education on subjects directly relevant to the practice of lobbying that must be completed by each member of FAPL as a condition of continuing membership and within the time determined by the Board. The Chairman shall elect a standing committee that is responsible for the preparation and execution of courses that meet the requirements of this paragraph and subject to the approval of the Board.

Article X—Dispute Resolution —Any member of FAPL may initiate a complaint directed at another member concerning an alleged violation of the provisions of the Code of Professional Ethics. The member shall submit a written statement to the Chairman that describes the substance of the complaint and the relief requested.

A. Upon receipt of the complaint, the Chairman shall first provide notice and a copy of the complaint to the member that is the subject of such complaint. The Chairman shall then designate three members of the organization as a panel to review and resolve the complaint. None of the members shall have a material interest in the outcome and each has an affirmative duty to disclose the potential for a conflict if he or she is in doubt. The panel shall convene at a time and place that is as convenient as possible to everyone involved and in consideration of whether an expeditious conclusion is suggested by the circumstances of the complaint. A refusal to participate in the process or otherwise provide a substantive response by the member against whom the complaint is filed shall be considered to be an admission of the substance of the complaint, in which event the panel may consider appropriate sanctions as appropriate to the facts and circumstances.

B. Meetings of the panel shall be informal and shall allow each party ample opportunity to present facts and opinions. However, the panel shall enforce appropriate decorum and may limit or prohibit remarks that are irrelevant, redundant, or unduly inflammatory. A complaint must be supported by tangible evidence such as a written document, a recording of a legislative proceeding, a tape or written script of materials conveyed via electronic media, or other such material. It is not the role of the panel to weigh the credibility of the parties and it may not consider verbal conduct that is not supported by tangible evidence unless the parties agree to the accuracy of the substance of the verbal conduct.

C. The principal purpose of the panel is to mediate disputes and to arrive at a resolution that is satisfactory to the parties. If successful resolution is achieved, the panel shall submit a report to the Board that briefly summarizes the proceeding and describes the resolution that was reached. However, and as may be justified by the circumstances, the panel may make recommendations to the Board concerning either or both parties, as appropriate, that include a letter of guidance, a written censure, or suspension or expulsion from the organization. The recommendation may be contingent on the performance or nonperformance of designated remedial actions as set forth therein.

D. The Board shall consider the recommendations for sanction as submitted by the panel. Consideration shall be at regularly-scheduled meetings or at a meeting called specifically for this purpose as appropriate to the exigencies of the situation as determined by the Chairman. The parties may make brief statements to the Board concerning the recommendation but consideration shall be based on the substance of the panel’s recommendations and not on a de novo review of the facts. The Board may reject, modify, or adopt the recommendations by a majority vote and the Chairman shall take such subsequent actions as may be required to implement the Board’s action. The membership of FAPL shall be advised of the substance of complaint and of the disposition by the Board.

E. The complaint and all correspondence, discussions, meetings and any other information arising from it shall remain confidential in every regard except as to those directly involved in the dispute resolution process described herein. However, the Board may provide the membership a summary of all complaints in a given year; provided that summary of a complaint and its disposition shall be in a manner that does not identify the parties by name or set forth the circumstances of the complaint to the extent that the identities of the parties can be reasonably ascertained.

F. As a prerequisite to participation in the dispute resolution process, each party shall execute a statement in a form that is approved by the Board whereby they explicitly waive any and all liability that may arise on the part of one or more members as a result of good faith participation in the resolution of the complaint that is the subject of the proceeding that is conducted in substantial compliance with the Article.

Article XI. Indemnification —FAPL shall indemnify any officer or director, or any former officer or director, of the corporation to the fullest extent permitted by law.

Article XII. Amendments—These bylaws may be amended by action of a two-thirds vote of the Board of directors or by a two-thirds vote of the membership.

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Revised: August 2019

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