ESA Florida Bylaws
ESA Florida Bylaws
ESA Florida Bylaws
BYLAWS OF THE ELECTRONIC SECURITY ASSOCIATION OF FLORIDA, INC. EFFECTIVE OCTOBER 25, 2012
Table of Contents
Article 1. Name and Location Article 2. Objectives Article 3. Affiliation Article 4. Membership
Section 4.1 Section 4.2 Section 4.3 Section 4.4 Section 4.5 Section 4.6 Section 4.7 Section 5.1 Section 5.2 Section 5.3 Section 5.4 Section 5.5 Section 5.6 Section 5.7 Section 6.1 Section 6.2 Section 6.3 Section 6.4 Categories Qualifications Membership Approval Rights of Membership Transfer of Membership Dues and Other Obligations Meetings General Composition Selection Board Meetings Vacancies Meetings by Means of Conference Telephone Action by Unanimous Written Consent Types Duties Nomination and Election of Officers Vacancies
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1 1 3 3 3 3 4
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5 5 6 6 6 6 6
Article 6. Officers
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7 7 8 9
Article 7. Committees Article 8. Executive Officer Article 9. Limitations Article 10. Indemnification
Section 10.1 Section 10.2 Section 10.3 Section 10.4 Section 10.5 Section 10.6 Section 10.7 Section 10.8 Personal Liability of Directors Fiduciary Responsibility Mandatory Indemnification of Directors and Certain Other Persons Payment of Indemnification Non-Exclusivity of Rights Funding Insurance Modification or Repeal
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10 10 10 11 11 12 12 12
Article 11. Amendments Article 12. Dissolution Article 13. Miscellaneous Article 14. Definitions
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Article 2. Objectives
2.1 The objectives of the Association are: 2.1.1 To promote the mutual interests of the Industry; 2.1.2 To foster cordial relations among the Members; 2.1.3 To stimulate more extensive use of intrusion, video surveillance, access control, fire alarm and other electronic security systems, equipment and services; 2.1.4 To serve as a medium for exchange and dissemination to Members and the public of information applicable to the Industry; 2.1.5 To cooperate with others on matters affecting the business and common interests of the Members; 2.1.6 To promote the concept that Members be guided by a spirit of justice and honor in their business activities and that Members observe the Code of Ethics and Standards of Conduct and Antitrust Policy at all times. 2.1.7 To promote the programs and initiatives of the Association; 2.1.8 To conduct or engage in all lawful activities in furtherance of the foregoing objectives and those incidental thereto.
Article 3. Affiliation
3.1 The Association may choose to affiliate with the Electronic Security Association, Inc. ("ESA") through ESA's "Chartered Chapter" program. 3.2 As a Chartered Chapter of the ESA, the Association would be required to enter into a Chapter Affiliation Agreement with ESA and comply with the terms thereof.
Article 4. Membership
Section 4.1 Categories
4.1.1 The Association shall have the following membership categories: Regular Member, Associate Member, Affiliate Member, Allied Member, Lifetime Member, and Individual Member. 4.1.2 Nothing in these bylaws shall prevent the Association from establishing other classes of membership.
certified mail or first-class mail to the last address of the Member shown on the records of the Association. 4.2.1.6 Each Member shall have provided proof of licensing for installation, repair and/or monitoring of electronic life safety, security and/or integrated systems where applicable.
4.6.3 Upon receipt of any outstanding dues or other obligations, the Member shall be reinstated with full benefits in accordance with the policies that the Board of Directors may enact from time to time.
Article 6. Officers
Section 6.1 Types
6.1.1 The Officers of the Association shall be President/Chairperson, Vice President, Secretary, and Treasurer, each of whom shall perform the usual duties of their respective offices.
(b) see that all orders and resolutions of the Board of Directors and the committees thereof are carried into effect; (c) appoint and remove subordinate officers and agents, other than those appointed or elected by the Board of Directors, as the business of the Association may require; (d) act as the duly authorized representative of the Board of Directors in all matters, except where the Board of Directors has formally designated some other person or group to act; and (e) in general, perform all the usual duties incident to the office of President and such other duties as may be assigned to such person by the Board of Directors. 6.2.1.2 The President shall, each year, appoint a parliamentarian to aid and assist in conducting meetings. 6.2.1.3 The President shall, each year, appoint one member of the Board of Directors, who is the primary voting representative or secondary voting epresentative of a Regular Member in Good Standing, to serve as a member of the board of the Electronic Security Association. 6.2.1.4 The President must be the primary voting representative or secondary voting representative of a Regular Member who is a Member in Good Standing. 6.2.1.5 The President shall have the authority to declare any meeting a closed session which would exclude all Members other than Voting Members and Ex Officio Members. 6.2.1.6 Beginning in 2014, the President shall have served on the Board of Directors for at least one (1) year within the two (2) years immediately prior to being elected President. 6.2.1.7 The President shall be the primary voting representative or secondary voting representative of a Regular Member who is a Member in Good Standing.
(b) invest and/or reinvest the capital funds of the Association in such manner as may be directed by the Board of Directors, unless such function shall have been delegated to a designee or agent; (c) deposit or cause to be deposited in the name and to the credit of the Association, in such depositories as the Board of Directors shall designate, all monies and other valuable effects of the Association not otherwise employed; (d) prepare such financial reports as may be requested from time to time by the Board of Directors; (e) cooperate in the conduct of any investigation of the Association's financial records by certified public accountants duly appointed by the Board of Directors; and (f) in general, perform all the usual duties incident to the office of Treasurer and such other duties as may be assigned to him or her by the Board of Directors or the President. 6.2.5.2 The Treasurer shall report to the President and the Board of Directors, serve as liaison to at least one of the standing committees of the Association, promote all of the objectives of the Association and perform such duties as may be assigned to him or her by the President and/or the Board of Directors. 6.2.5.3 Beginning in 2015, the Treasurer shall have served on the Board of Directors for of at least one (1) year within the two (2) years immediately prior to being elected Treasurer. 6.2.5.4 The Treasurer shall be the primary voting representative or secondary voting representative of a Regular Member who is a Member in Good Standing.
Section 6.3 Nomination and Election of Officers Subsection 6.3.1 Election Committee
6.3.1.1 The Board of Directors shall appoint an Election Committee annually at a board meeting. 6.3.1.2 The Election Committee shall consist of at least three (3) persons who are either the primary voting representative or the secondary voting representative of a Member in Good Standing. 6.3.1.3 The Election Committee will determine whether the potential nominees meet the requirements for each particular office. 6.3.1.4 The Election Committee may request that particular individuals submit their name for nomination to an open office. 6.3.1.5 The Election Committee shall nominate individuals to serve as Officers of the Association. 6.3.1.6 Prior to an election of Officers, the Election Committee shall notify the Voting Members of the qualified nominees it has selected in accordance with the election procedures approved by the Board of Directors. 6.3.1.7 The Election Committee may from time to time recommend election procedures to the Board of Directors for adoption.
Article 7. Committees
7.1 The President shall recommend to the Board of Directors, and the Board of Directors shall establish, such committees as are necessary to achieve the objectives of the Association. 7.2 The President shall appoint the chairperson and members of each committee. 7.3 Committees may be abolished by action of the Board of Directors. 7.4 Unless the Board of Directors provides otherwise by resolution, each committee shall conduct its business and take action in the same manner as the Board of Directors conducts its business pursuant to the Articles of Incorporation and these bylaws. 7.5 Committees shall report to the Board of Directors and to the Members, if so directed, by the submission of the minutes of their meetings and by such other means as are desirable or appropriate. 7.6 A member of a committee shall have the right to vote on all committee matters regardless of such member's voting status or lack of status as a Member of the Association.
Article 9. Limitations
9.1 None of the Association, Members, Officers or any committees shall take any action, incur any obligations or announce any policy in the name of the Association unless the action or obligation or policy shall have first been authorized by the Board of Directors. 9.2 Neither the Association nor membership therein shall be used for the promotion of individual interests. No Director or Officer shall use his or her office or title on his or her personal business stationery. Members in Good Standing may designate their membership by using the name and logo of the Association on their letterhead, telephone book advertising, business cards, website, or other similar materials. The use of the Association's name or logo by non-members is strictly prohibited, and Members must not promote or foster the use of the Association's name or logo by non-members.
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itself, create a presumption that the person did not act in good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Association or, with respect to any criminal action or proceeding, that the person had reasonable cause to believe that his or her conduct was unlawful 10.3.2 Notwithstanding the foregoing, and except as provided in Section 10.4, the Association shall indemnify any such person seeking indemnification in connection with a Proceeding (or part thereof) initiated by such person only if such Proceeding (or part thereof) was authorized by the Board of Directors. 10.3.3 Subject to the limitation set forth above concerning Proceedings initiated by the person seeking indemnification, the right to indemnification conferred in this Section 10.3 shall be a contract right and shall include the right to be paid by the Association for the expenses incurred in defending any such Proceeding (or part thereof) or in enforcing his or her rights under this Section 10.3 in advance of the final disposition thereof promptly after receipt by the Association of a request therefore stating in reasonable detail the expenses incurred; provided, however, that to the extent required by law, the payment of such expenses incurred by an Indemnified Person in advance of the final disposition of a Proceeding shall be made only upon receipt of an undertaking, by or on behalf of such person, to repay all amounts so advanced if and to the extent it shall ultimately be determined by a court that he or she is not entitled to be indemnified by the Association under this Section 10.3 or otherwise. 10.3.4 The right to indemnification and advancement of expenses provided herein shall continue as to a person who has ceased to be a Director, Officer or employee of the Association or to serve in any of the other capacities described herein, and shall inure to the benefit of the heirs, executors and administrators of such person.
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"Code of Ethics" means the Code of Ethics and Standards of Conduct of the Association, as such may be amended from time-to-time by the Board of Directors. Deliver/Delivered means transferred or presented to someone in person; deposited in the United States mail addressed to the person at his, her, or its address as it appears on the records of the Association; posted at such place and in such manner or otherwise transmitted to the persons premise; or transmitted by electronic means to the email address, facsimile number, or other contact information appearing on the records of the Association. "Director" means any of the directors of the Association, including the Officers. "Election Committee" means the Election Committee of the Board of Directors. Employee means a full-time employee of a Member. An individual will be deemed to be a full-time employee, provided that the individual works a minimum of 32 hours a week for such Member or during any applicable severance period or if the individual has been employed by such Member during the previous thirty (30) days. "ESA" has the meaning set forth in Section 3.1. "Ex Officio Members" means any individual designated as such by the Board of Directors or these bylaws but who shall have no vote in this capacity. Executive Committee means the individuals identified in Subsection 7.1.1 hereof. "Executive Officer" means the person hired to run the day-to-day affairs of the Association. "Immediate Past President means that person who has most recently served as President of the Association. Including means including without limitation. Indemnified Persons has the meaning set forth in Subsection 10.1 hereof. Individual Member means any individual as described in Subsection 4.2.8 hereof. "Industry" means those involved in providing electronic life safety, security and integrated systems, equipment and services. "Lifetime Member" means any individual as described in Subsection 4.2.7 hereof. "Member" means any Regular Member, Associate Member, Affiliate Member, Lifetime Member, Individual Member or Allied Member. "Member in Good Standing" means a Member that has no past due financial obligations to the Association, and is in compliance with the Antitrust Policy, these bylaws and the Code of Ethics. "Officer(s)" means any of the officers of the Association, including the President, Vice President, the Secretary and the Treasurer. Past President" means any person who has previously served as President of the Association. Proceeding has the meaning set forth in Subsection 10.3.1 hereof. "Regular Member" means any entity as described in Subsection 4.2.2 hereof. Vacancy means an open position on the Board of Directors or with respect to one of the Officer positions as a result of death, resignation or removal; provided however, that if someone is unavailable to attend a meeting, such unavailability does not constitute a Vacancy with respect to that position.
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"Voting Members" has the meaning set forth in Subsection 4.7.3.3 hereof.
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