NAPLES AREA PROFESSIONAL LEAGUE
of EXECUTIVE SERVICES
ARTICLE I – NAME
The name of this organization shall be the Naples Area Professional League of Executive Services, also known as “N.A.P.L.E.S.” or the “Group”.
ARTICLE II – OBJECTIVES
The objectives of the Group shall be to:
· Promote an environment of networking.
· Create referrals for and increase the effectiveness of our active members’ businesses in the Naples, Florida area community.
· Foster a sense of unity within our membership for the purpose of improving the Group's reputation in the community.
ARTICLE III – MEMBERSHIP
Section 1. Classifications. There shall be three classes of membership: Active. Active Life and Honorary
Section 2. Qualifications for Active Membership.
Section 3. Good Standing. Active members “in good standing” shall be those members who:
1. the active member must attend at least one meeting per quarter
2. the representative may have voice, but shall not vote at meetings, nor shall they hold office
Section 4. Leaves of Absence. The Membership Committee may grant or deny requests for temporary leaves of absence to voting members for travel, illness or to meet emergency needs for no more than a six month period. A leave of absence beyond six months shall require a two-thirds (2/3) vote of the board. While on leave of absence, a voting member shall continue to pay dues and any other financial obligations, may attend membership meetings and vote, and shall be counted in the quorum when present. A member on leave of absence shall not hold office or serve on the board during such leave if the leave exceeds three (3) months at which time the office shall automatically be considered vacant.
Section 5. Active Life. The founding member of the Naples Area Professional League of Executive Services shall be the sole active life member. All the rights of an active member shall be retained. The active life member shall pay no annual dues but shall be required to fulfill all other active member requirements.
Section 6. Honorary Membership.
Section 7. Limitations on Membership.
Section 8 . Removal from Membership.
ARTICLE IV - DUES AND FINANCES
Section 1. Dues and Fees
A. Dues are due annually on January 1, and if not paid, are delinquent on January 10. Notice of delinquency shall be sent no later than January 15 and membership shall automatically be forfeited if dues are not paid by February 1.
B. New members shall pay an administrative fee as determined by the board and shall have their annual dues total prorated quarterly for their initial fiscal membership year.
C. A member may resign in writing provided dues are paid in full. A member who has resigned may be reinstated by majority vote of the board and by payment of the current dues.
D. A member who forfeited membership for nonpayment of dues may be reinstated by majority vote of the board and by payment of a reinstatement fee determined by the board in addition to the current dues.
E. Members who have been removed from the membership rolls for any other purpose other than resignation or forfeiture for nonpayment of dues shall upon reinstatement pay dues and fees applicable to a new member.
F. Dues for the upcoming fiscal year shall be determined by majority vote of the entire board.
G. The executive board shall have the authority to create a special assessment by a two-thirds vote of the membership.
Section 2. Fiscal year. The fiscal year shall be January 1 through and including December 31.
Section 3. Budget. The budget for the next fiscal year shall be adopted by the executive board in December.
Section 4. Audit. The financial records of the Group shall be audited as authorized by the executive board.
Section 5. Indemnification.
A. The Group shall indemnify every Group director, officer, his or her heirs, executors, administrators, and assigns against expenses, including attorney’s fees and costs reasonably incurred by members in connection with the defense of any claims, demands, or actions by reason of member being or having been a Group director or officer except in relation to matters as to which they shall be finally adjudged in such action, suit, or proceeding to be liable for gross negligence or intentional misconduct in the performance of a duty. The board shall consider the purchase by the Group of such officer and director liability insurance coverage as may be available at reasonable rates, in order to reasonably insure against the potential liabilities arising by virtue of the foregoing indemnifications.
B. The foregoing right of indemnification shall not be exclusive of other rights to which such person may be entitled under any bylaws, agreement or resolution of the Group’s executive board or otherwise.
Section 6. Non-Inurement. No part of the net earnings of the Group shall inure to the benefit of, or be distributed to, its members, officers, directors, or other private persons, except that the Group shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distribution in furtherance of its objectives.
Section 7. Insurance. The board shall obtain general liability insurance coverage, as well as other coverage as may be reasonably prudent or advisable, considering the activities of the Group, and the rates for same available in the market.
Section 8. Dissolution and Disbursement of Assets. In the event of the dissolution of the Group, the assets shall be liquidated and distributed in accordance with government regulations.
ARTICLE V – OFFICERS AND THEIR DUTIES
Section 1. The elected officers of the Group shall be a president, vice-president, secretary, and treasurer.
Section 2. Officers shall perform the duties prescribed by these bylaws, by the parliamentary authority adopted by the Group, or by direction of the executive board or membership.
Section 3. The president shall:
A. be the chief executive officer and the official spokesperson of the Group.
B. generally preside at membership and board meetings of the Group.
C. appoint all committee chairs, with the exception of the nominating committee and audit committee, subject to the approval of the current members of the board at the time of the appointment.
D. be an ex officio member of all committees except the nominating committee, or an audit committee, if one is authorized by the board..
E. serve on the budget committee with the treasurer, preparing the budget for the coming year in December, to be adopted by majority vote of the board in December..
F. appoint a parliamentarian.
G. sign checks as sole signatory for amounts not to exceed five hundred dollars and co-sign checks with the treasurer for checks in an amount greater than five hundred dollars.
Section 4. The vice-president shall:
A. become the president immediately if the office of president becomes vacant.
B. perform the duties of the president in the president’s absence or temporary inability to serve.
C. be designated as an authorized co-signer on Group checks in the absence of the president or treasurer for those checks in an amount greater than five hundred dollars.
D. perform such other tasks as may be assigned by the president.
Section 5. The secretary shall:
A. record and submit the minutes of the membership and board meetings for approval.
B. provide a copy of the minutes to the president prior to the next meeting.
C. be custodian of all records and papers of the Group, as directed by the president or the board.
D. conduct the correspondence of the Group, as directed by the president or the board. or as designated in these bylaws or special rules of order.
E. maintain, in conjunction with the treasurer, an accurate membership list.
Section 6. The treasurer shall:
A. receive and be custodian of all funds of the Group.
B. keep an account of all monies received and disbursed and report in full at each board meeting and at the annual membership meeting.
C. keep an accurate roster of names, addresses and other necessary contact information as well as an accounting of dues, fees and assessments paid.
D. work closely with the membership chairman who shall send out notices of unpaid dues at a time designated in these bylaws.
E. work closely with the membership chairman who shall send out notices of other unpaid fees or assessments in a timely manner.
F. submit a budget for approval, with the assistance of the president, at the December board meeting.
G. be authorized to pay regular expenses previously adopted in the budget without presenting them repeatedly for approval at board or regular meetings.
H. provide books and records to be audited at least annually in accordance with the directives of the board.
I. sign checks as sole signatory for amounts not to exceed five hundred dollars, and co-sign checks with the president in amounts over five hundred dollars, and in the absence or inability of the president to sign, the vice-president.
J. file all necessary forms with the IRS and the state of Florida.
ARTICLE VI – NOMINATIONS and ELECTIONS, TERMS of OFFICE,
VACANCIES in OFFICE, AND REMOVAL from OFFICE
Section 1 Nominations and Elections:
Section 2 Terms of Office
Section 3. Vacancies in Office.
Section 4. Removal from Office. Any elected officer may be removed from office for misconduct or neglect of duty in office. An officer’s election shall be rescinded upon recommendation of the executive board and a two-thirds vote of the members present and voting at any regular or special meeting provided that two weeks notice of the recommendation has been given either at the previous meeting or by email. The officer in question shall not be eligible to vote on the decision of their removal from office.
ARTICLE VII – MEMBERSHIP MEETINGS
Section 1. Annual Meeting. The first regular meeting in November shall be known as the annual meeting for the purpose of election of officers; receiving reports of officers, the board of directors, and committees; and for any other business which shall properly come before the meeting.
Section 2. Regular Meetings. Regular meetings shall be held twice a month, generally on the first and third Thursday of each month, except in the event of conflicts with legal holidays or by majority vote of the members at a previous meeting.
Section 3. Special Meetings. Special meetings may be called by the executive board or by twenty five active members provided that notice shall be sent by email to the members at least ten days prior to the date of the meeting. The notice for special meetings shall state the specific purpose of the meeting and no other business shall be considered.
Section 4. Notice. Unless otherwise stated in these bylaws, notice may be given by email or on the Group website.
Section 5. Quorum. The quorum for meetings shall be twenty five percent of the active members or twenty five active members whichever is the lesser.
Section 6. Attendance Requirements. Three unexcused absences per calendar year are permitted. Additional unexcused absences per year may constitute grounds for removal from membership.
ARTICLE VIII – EXECUTIVE BOARD
Section 1. Membership. The executive board, also known as the “board” shall consist of the elected officers, the standing committee chairmen, and the most recent past president willing to serve. All members of the executive board shall be considered directors of the board inclusive of all rights and obligations as is generally considered applicable to directors.
Section 2. Duties of the Executive Board. The board shall be responsible for the management and administration of the Group as set forth in these bylaws and special rules of order, and in all other respects and purposes, and shall have the power to conduct the business of the organization except for that which is retained solely by the membership as provided in these bylaws and special rules of order. The board is authorized to adopt its own rules of procedure and other Group standard operating procedures not inconsistent with these bylaws or special rules of order.
Section 3. Regular Meetings. Following the elections in November, the board shall meet in December and February and shall hold at least two other meetings per year with two weeks notice being given. Additional regular meetings may be ordered by the president or a majority of the board with two weeks notice being given. Such notice may be provided by email or by telephone.
Section 4. Special Meetings. Special meetings may be called by the president or by a majority of the board with two days notice being given. Such notice may be provided by email or by telephone. The notice for special meetings shall state the specific purpose of the meeting and no other business shall be considered.
Section 5. Electronic Meetings. Meetings and votes may be conducted by electronic means provided that all participants can hear each other simultaneously with the exception that the president may poll the board by telephone in an emergency.
Section 6.. Quorum. A majority of the current board membership shall constitute a quorum.
Section 7. Board Reports. The executive board shall provide an interim report to the membership within four weeks of any board meeting via the Group website or at a membership meeting. A detailed, written annual report shall be provided at the annual membership meeting.
ARTICLE IX - COMMITTEES
Section 1 Standing Committees.
Section 3 Special Committees.
Section 4. Committee Meetings and Quorums.
ARTICLE X – PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly
Revised shall govern the Group in all cases in which they are applicable and in
which they are not inconsistent with Florida law, these bylaws, and any special rules of order the Group may adopt.
ARTICLE XI - AMENDMENTS
These bylaws may be amended or revised at any regular meeting of the Group by a two-thirds vote of those members present and voting. The membership shall be notified of the proposed changes in writing by postal mail, email or on the Group website at least fourteen days but not more than thirty days prior to the meeting. Such amendments or revision shall be in effect at the close of the meeting at which they were adopted or as otherwise determined by the membership at the time of adoption.
Originally adopted 11/28/06
SPECIAL RULES OF ORDER
1) The bylaws committee is authorized to correct article and section designations, punctuation, and cross references and to make such other technical and conforming changes as may be necessary to reflect the intent of the Group in connection with the N.A.P.L.E.S. bylaws and special rules of order.
2) Officers, committee chairmen and others acting as representatives of the Group shall deliver all records, files, and other properties of the Group to their successors within ten days of their successor’s election or appointment.
3) The executive board is authorized to adopt a template for meeting minutes.
4) The executive board is empowered to approve the minutes of membership meetings unless otherwise directed by the membership.
5) Minutes of board meetings held electronically shall be kept and approved at the next regular board meeting or by a minutes approval committee.
6) In the event the parliamentarian is an active member, the parliamentarian shall retain all voting rights at membership meetings. In the event the parliamentarian is a member of the executive board, the parliamentarian shall retain all voting rights as a member of the board.
7) Consent agendas, when deemed prudent by the president, board or membership, may be used in order to expedite the business of the Group.
8) Members shall provide a photo and other pertinent business information as required by the board for use on the Group website or for other public relations activities. Members, by virtue of their membership, agree to have such business contact information published
9) Cell phones and other auditory devices, with the exception of medical devices, shall be on silent or vibrate mode during meetings. Such devices may not be used within the confines of the meeting.
10) The use of recording or photographic equipment may be allowed at meetings or Group functions by permission of the president.
11) These special rules of order may be suspended by majority vote of those members present and voting at any regular or special membership meeting.
12) These special rules of order shall be amended either by a two-thirds vote without notice or a majority vote with five days notice, by those members present and voting at any regular or special membership meeting.
N.A.P.L.E.S. Special Rules of Order
Originally adopted: 03/18/11
STANDARD OPERATING PROCEDURES (SOPs)
N.A.P.L.E.S. STANDARD OPERATING PROCEDURES
Origlnally adopted January 2010 w. Proviso applicable to 03/18/10 adoption of bylaw revision:
Adoption completed: 03/18/10