BYLAWS OF THE South Florida Chapter
AFCEA International (“AFCEA”)
as amended March 2020
ARTICLE I – NAME
Section 1: Name.
The name of the Chapter shall be the South Florida Chapter, AFCEA International (“AFCEA”), hereinafter referred to as “The Chapter”.
ARTICLE II – OBJECTIVES
Section 1. General Objective.
The South Florida Chapter shall be a patriotic, educational, scientific, non-political, and non-profit association of individuals, industry organizations, and educational institutions. It shall promote industry-government cooperation in developing effective intelligence and information management, including the development, manufacture and operation of equipment and systems, and provision of services in the fields of signals, communications, electronics, information technology, intelligence systems, command and control, cybersecurity and imagery.
Section 2. Specific Objectives.
In furtherance of this general objective and in addition to the specific objectives in the AFCEA Bylaws, the South Florida Chapter shall provide an ethical forum for the general membership and diverse groups, to exchange ideas and information on communications, electronics, command and control, avionics, information technology, and audiovisual techniques.
A. Operate in a non-profit mode and ensure that no part of its net earnings accrue to the benefit of its members, except for competed scholarships, donations and educational grants. All programs undertaken by the Chapter shall support the Chapter’s objectives.
B. Contribute to the professional development of those serving in the Science, Technology, Engineering, and Mathematics (STEM) related disciplines and those interested in the pursuit of STEM fields.
C. Promote diversity through equal opportunity, programs, and by meeting the professional and development needs of all AFCEA South Florida members.
Section 3 : Actions and Activities.
AFCEA is organized to promote the common business interests of its members and operate for nonprofit educational, scientific, patriotic, and civic purposes. It has no political interests or alliances. It is an international association. Being incorporated in the United States, its actions and activities are intended to qualify AFCEA as an exempt organization under Section 501(c)(6) of the U.S. Internal Revenue Code of 1986, as amended, or the corresponding provision of any future U.S. Internal Revenue Law and, in any other regions as may be applicable, under the revenue/charity laws of the various countries concerned.
Section 4: Certain Activities Prohibited.
No part of the net earnings of The Chapter shall inure to the benefit of, or be distributed to, its members, Directors, Officers, or other private individuals. The Chapter shall neither lend any of its assets, nor guarantee to any person the payment of a loan, to or on behalf of any member, Director, or Officer. However, The Chapter shall be authorized and empowered to pay reasonable compensation for services rendered, and to make payments and distributions in furtherance of the objectives set forth in Article II. The Chapter will not conduct lobbying activities.
The Chapter will not participate or intervene in any political campaign on behalf of any candidate for public office. The Chapter will not conduct any activities not permitted by an organization exempt from income tax under the tax laws of the states and/or nations in which The Chapter operates.
Section 5: AFCEA Ethics and Standards of Conduct Policy
The continued success of AFCEA depends on the maintenance of high professional standards and behavior and observance of accepted standards of conduct and ethics. The manner in which individual and corporate members participate in the professional dialogue among government, industry and academia reflects the ethical reputation of AFCEA. AFCEA members shall follow the standards of conduct and ethics guidance of their appropriate government authorities.
ARTICLE III – MEMBERSHIP
Section 1: General.
Membership in the Chapter shall be open to all citizens and industrial organizations of the free world that are interested in furthering the objectives of AFCEA and the Chapter as set forth in the AFCEA Articles of Incorporation and Bylaws and the provisions of the Chapter Bylaws.
Section 2: Classes of Membership.
The classes of membership of the Chapter shall conform to those outlined in the AFCEA Bylaws Article III; i.e., Individual, Life, Distinguished Life, Student, and Corporate.
Section 3: Membership Dues.
Membership Dues shall conform to the dues as outlined in the AFCEA Bylaws. Additional funds for Chapter activities may be raised by appropriate means commensurate with AFCEA and Chapter status as a non-profit organization.
ARTICLE IV – ORGANIZATION
Section 1: Organization.
The Chapter shall consist of members as described in Article III and be governed by a Board of Directors, Chapter Officers, an Executive Committee, and a Steering Committee.
ARTICLE V – BOARD OF DIRECTORS
Section 1: Authority and Responsibilities.
The Board of Directors will have supervision, control, and direction of the affairs of the Chapter, its committees, and publications, and is empowered to act on the part of the membership by these Bylaws. The Board shall determine Chapter policies and change thereto and shall fill casual vacancies in its membership and those of Chapter Officers.
Section 2: Composition.
The Board of Directors shall consist of the following: President, Treasurer, Secretary, other members elected at-large (e.g.: Vice-Presidents) and Past Chapter Presidents so long as they maintain continuous membership. Directors, with the exception of Past Presidents, will be elected annually. Chairpersons of Standing Committees may be members of the Board of Directors.
The current Chapter President serves as the Chairman of the Board of Directors.
An Advisory Committee consisting of key personnel designated by the Chapter President may assist the Board of Directors. The Committee should meet with the Board of Directors/Executive Committee periodically to discuss planned programs and events, and exchange general information and suggestions regarding the Chapter activity.
Section 3: Meetings.
The full Board of Directors shall meet at the call of the President at least each year. The President, as
required, may call additional meetings. Notifications of meetings shall be made to each Board member at least one week prior to each meeting to include place, date, hour, and major agenda items that will require Board approval. While in person attendance at meetings is encouraged, meetings may be held by any electronic or telephonic means in which all persons participating are able to communicate directly with each other. Such electronic or telephonic participation shall constitute in person attendance for purposes of establishing a quorum and for voting.
Section 4: Procedures.
At any meeting of the Board of Directors, no less than one-half of the represented members of the Board shall constitute a quorum for the transaction of Chapter business. For purposes of this section, a quorum of one-half shall refer to the number of officers and members of the Board except Past Presidents, as this number may vary. Any business transacted shall be valid, providing it is passed by a majority of those represented. Should representation fall below a quorum during the conduct of a meeting, no further business shall be transacted.
Section 5: Committees.
The Board of Directors can receive the support of optional standing and special committees. Committees may be added or deleted as required to meet the needs of the Chapter. When formed, the Committees shall be responsible for implementing the policies, procedures, and programs approved by the Board of Directors. The Chairperson of each standing/special committee may appoint committee members as needed to execute their respective duties. Each Standing Committee Chairperson must develop objectives and a budget, for their term of office. Duties of Standing/Special Committees are as follows:
Membership – The Membership Committee shall work toward strengthening and increasing Chapter membership among military, civilian, and corporate participants. Duties include: polls Chapter membership and reconciles, monthly, the national database with local membership strength. Notify the Awards Committee of members who have earned their longevity pins.
Programs – The Programs Committee shall be responsible for planning, arranging and conducting Chapter meetings and functions. The Chairperson of the Programs Committee shall ensure all the details relating to various Chapter meeting and social functions (i.e. guest speaker, seating, head table, menus, reservations, Industry Spotlight, corporate tables, flyers, badges, script for President, etc.) are accomplished.
Scholarship and Education – The Scholarship and Education Committee shall, with the advice and concurrence of the Executive Committee, develop criteria and accept and review applications for scholarship support to be awarded by the Chapter. Criteria developed for scholarship com petition shall be approved by the Executive Committee prior to solicitation of candidates. The recommendation(s) of the Scholarship Committee for scholarship support to be awarded shall be presented to the Executive Committee for approval. Scholarship awards shall be announced in the late spring each year. The recipient(s) and not more than two family members (parents, spouse) shall be invited to attend the scholarship presentation luncheon as guests of the Chapter to receive their scholarship awards; additionally, if approved by the Executive Committee, the Chapter will provide (i.e. pay for) a Student Membership in AFCEA for each scholarship recipient. Serve as the focal point for the Teacher/Science Program, the Science Fair, and for any new scholarship/educational programs. (Amended December 2006)
Corporate Affairs – The Corporate Affairs Committee will maintain a database of corporate points of contacts, to include corporate members, for the Chapter. Actively solicit for new corporate members as well as maintain a viable and visible liaison with existing corporate members. With the President, conduct, on an annual basis, visits with the corporate leaders who are Chapter members. (Amended December 2006)
Young AFCEAns – The Young AFCEAns Committee shall act as the liaison to the Chapter Membership and the Chapter Executive Committee on behalf of all young AFCEAn members of the chapter. The committee shall look out for the welfare and promote professional development and mentoring for all young AFCEAns of the chapter. Additionally, the committee will propose and oversee approved functions for young AFCEAns, including: professional development trips, networking opportunities, community service events, and attendance at AFCEA International sponsored events. (Amended December 2006)
Small Business – The Small Business Committee is responsible for encouraging the education, development, and growth of small business. The Small Business Committee shall: plan and arrange programs and activities for the benefit of current and upcoming Small Business members providing or willing to provide solutions to the government; act as the liaison for the Chapter to the AFCEA International Executive Committee for Small Business by representing the Chapter at monthly meetings; work as POC for small business corporate and table sponsors for the Chapter and disseminate relevant AFCEA small business topics of interest; organize and maintain small business directory to highlight and encourage small business participation in the Chapter; and organize and host small business workshops.
Publicity – The Publicity Committee shall be responsible for advertising events of the Chapter. Oversee/coordinate the publication and distribution of a Chapter newsletter or monthly flyer. Associated newsletter duties include: soliciting for articles from the Chapter Officers and other committee members, design/layout of the articles, proof¬ reading, printing, reproduction , and distribution to the membership. Additionally, this committee shall ensure articles for national publications such as Signal Magazine, are written and submitted according to the prescribed format and prior to all deadlines. Ensure photographic coverage for AFCEA events.
Recognition – The Awards Committee will solicit/seek out nominations for AFCEA International Awards and/or Chapter Awards. Criteria developed for Chapter Awards will be approved by the Executive Committee prior to solicitation for candidates. Other Awards will comply with the criteria established by AFCEA International. All nomination s for awards must be approved by the Executive Committee. Other duties include ensuring a gift is provided for the guest speaker, a certificate of appreciation for the Industry Spotlight speaker and pins for those members recognized for their service tenure as AFCEA member.
Nominating Committee – The Nominating Committee shall consist of a Chairperson and at least four other members: one military officer, one enlisted member and two corporate members. The committee shall solicit for nominations and conduct the election prior to the last general membership meeting of the Calendar Year. Additionally, the committee shall plan and conduct the induction ceremony for the newly elected officers.
ARTICLE VI – CHAPTER OFFICERS
Section 1: Chapter Officers shall consist of at least a President, Secretary and Treasurer.
Officers shall be elected for one-year terms by a majority vote of the Chapter membership. No member may hold more than one office during the Chapter year. Officers may be appointed to fill unexpired terms by vote of the Board of Directors. No officer may hold the same office for more than two consecutive years, unless no one has been submitted as a potential candidate for election and the re-appointment is approved by a majority of the Board of Directors.
Section 2: Responsibilities of the President.
The President shall have general supervision of the affairs of the Chapter and shall perform the duties usual to the office. The President shall preside at the meetings of the Chapter and Board of Directors and shall be an ex-officio member of all committees and all sub-committees thereof.
Section 3: Responsibilities of the Secretary.
The Secretary shall prepare, publish, and maintain minutes of Chapter meetings, Board of Director meetings, and committee meetings prepared and published by those committees, maintain a role of Chapter membership to include the address and status of each member and maintain official records. The Secretary shall provide notice of any special meetings at the direction of the President. The Secretary shall distribute minutes to members of the Board of Directors with an information copy to the AFCEA Director of Chapter Affairs and to interested Chapter members.
Section 4: Responsibilities of the Treasurer.
The Treasurer shall be comptroller of the finances and accounts of the Chapter under the direction of the President and the Executive Committee, and shall prepare an annual budget and render an annual statement of accounts and such special reports as may be called for by the Board of Directors.
Section 5: National Council Delegates.
In accordance with Article V, Section 2, of the AFCEA Bylaws, each Chapter is entitled to designate delegates to the National Council (total number depends on the membership strength of the Chapter). The Board of Directors shall appoint Chapter Delegates to the National Council from Chapter members who expect to attend the Annual International AFCEA Convention.
ARTICLE VII – EXECUTIVE COMMITTEE (Optional)
Section 1: Authority and Responsibilities.
The Executive Committee is empowered to act on behalf of the Board of Directors between Board meetings on all matters except those specifically reserved for the Board or membership by these Bylaws.
Section 2: Composition.
The Executive Committee shall consist of the Chapter Officers and the immediate preceding Past Chapter President residing in the area. The Chapter President shall preside at Executive Committee meetings.
Section 3: Meetings.
The Executive Committee shall meet at the call of the President and shall have the power to take actions on behalf of the Board of Directors as prescribed in these Bylaws. Notification of Executive Committee meetings shall be provided at least four days prior to the meeting. While in person attendance at meetings is encouraged, meetings may be held by any electronic or telephonic means in which all persons participating are able to communicate directly with each other. Such electronic or telephonic participation shall constitute in person attendance for purposes of establishing a quorum and for voting.
Section 4: Procedures.
At any meeting of the Executive Committee no fewer than four members must be represented to constitute a quorum for the conduct of business. Any business transacted shall be valid provided it is passed upon by a majority of those represented. Should representation fall below a quorum during the conduct of a meeting, no further business shall be transacted.
ARTICLE VIII – STEERING COMMITTEE (Optional)
Section 1: Authority and Responsibilities.
The Steering Committee will provide guidance to the Executive Committee and overall support for Chapter Activities.
Section 2: Composition.
The Steering Committee when established shall be an advisory committee of senior military and federal representatives from the Department of Defense (e.g.: Army, Air Force, Navy, Marine Corps), Civilians Agencies (e.g.: agencies under Department of Homeland Security, Department of Transportation, Health and Human Services, etc.) and Corporate personnel. Specifically, the members of the Steering Committee shall include: Director, Command, Control, Communications and Computers, United States Southern Command; Director (or Deputy), Intelligence, United States Southern Command; Commander, ASA; Commander, Defense Information System Agency Field Office, United States Southern Command, and at least one Corporate representative.
The Steering Committee membership will be adjusted over time to reflect the membership base of the chapter.
Section 3: Meetings.
The Steering Committee shall meet in coordination with the President. While in person attendance at meetings is encouraged, meetings may be held by any electronic or telephonic means in which all persons participating are able to communicate directly with each other. Such electronic or telephonic participation shall constitute in person attendance for purposes of establishing a quorum and for voting.
Section 4: Procedures.
At any meeting of the Steering Committee no fewer than half of its members must be represented to constitute a quorum.
ARTICLE IX – FINANCE
Section 1: Fiscal Period.
The fiscal period of the Chapter shall be a 12-month period, from January 1 to December 31.
Section 2: Financial Obligation.
No financial obligations shall be incurred on behalf of the Chapter except by the approval of the Executive Committee or as covered in these Bylaws. Expenditures of less than one hundred dollars ($100.00) may be authorized by the President to be subsequently approved by the Board of Directors.
Section 3: Annual Budget and Statement of Accounts.
The Annual Budget and Statement of Accounts prepared by the Treasurer will be approved by the Executive Committee and reviewed by the members of the Board of Directors. Chapter members at the first Chapter meeting of each year will review this budget.
Section 4: Audit.
The accounts of the Chapter shall be audited annually by the Audit Committee consisting of two Chapter members, who are not current officers, as appointed by the Board of Directors.
ARTICLE X – CHAPTER MEETINGS
Section 1: Annual/Special Meeting.
The Chapter shall hold an Annual Meeting each year. The purpose of the Annual Meeting shall be the election of Officers and Directors of the Chapter, the submission of reports by the Officers and such other matters as decided upon by the Board of Directors or Executive Committee. Written or printed notification will be provided to all members at least thirty (30) days prior to the Annual/Special Meeting. Information provided shall include the place, date, and hour of the meeting, and in the case of a Special Meeting, the purpose(s) for which it is called.
Section 2: Regular Meetings.
Regular meetings of the Chapter shall be held throughout the year, the time and place to be designated by the President to be devoted to discussions of scientific, industrial, and military issues and such other subjects as approved by the Board of Directors.
ARTICLE XI – NOMINATIONS AND ELECTIONS
Section 1: The Nominating Committee.
As selected by the current President, shall present their report at the April Chapter Meeting; elections shall be held at the Annual Meeting in May; and the newly elected members of the Board of Directors shall be installed at the May Luncheon Meeting and shall assume their duties following the June Board of Directors meeting. Any group of five (5) or more active members of the Chapter may submit by written petition the name(s) of candidate(s) for office to the Nominating Committee. Such a petition shall be in the hands of the Nominating Committee prior to its report being presented to the Chapter members at the April Chapter Meeting. Petitions submitted after the April Meeting shall be provided to the Secretary prior to the opening of the Annual Meeting. Nominations may be accepted from the floor during a Chapter meeting assuming at least five (5) members will support such nomination. Any person nominated must be a member of the Chapter, in good standing.
ARTICLE XII – AMENDMENTS
Section 1: Amendment Proposals.
Amendments to these Bylaws may be proposed by a majority vote of the Board of Directors or of the Executive Committee or upon petition addressed to the President and signed by not less than five (5) percent of Chapter members.
Section 2: Amendment Approval.
Proposed amendments shall be submitted to the Chapter membership at least one month prior to being voted on at a regular Chapter meeting.
Section 3: Amendment Effective Date.
Amendments, which have been adopted by a majority of the Chapter membership voting at a regular Chapter meeting, shall become effective as specified in the amendment
ARTICLE XIII – DISSOLUTION
Section 1: Dissolution.
On dissolution of the Chapter, the Board of Directors shall pay or make provisions for the payment of all liabilities and legal obligations of the Chapter, then dispose of all remaining assets by transferring them to the International Headquarters of AFCEA.