Bylaws

BY-LAWS of the FLORIDA STATE ASSOCIATION

[FSA – NLAPW, Inc.] 

The National League of American Pen Women, Inc.

Revised 5/1/2023

ARTICLE I

NAME

The name of this organization shall be the Florida State Association of the National League of American Pen Women Inc. herein after referred to as FSA / NLAPW or FSA with NLAPW implied.

ARTICLE II

OBJECT

The FSA shall conduct and promote creative educational activities including contests in art, letters and music under the umbrella of the National League of American Pen Women, Inc, hereinafter referred to as NLAPW, Inc.

ARTICLE III

MEMBERSHIP

Section 1 

TYPES OF MEMBERSHIP

The membership shall consist of members in good standing in all Florida branches of 

NLAPW Inc: Life Member, Active Member, Associate Member, Pen Women at Large [MALs], International Affiliate Member, Honorary Member, and Allied Professional Member. National Members-at Large who live and/or work in the state of Florida may join the FSA with payment of the annual dues before May 15. 

A late fee of $4 will be charged for dues paid after June 15.

SECTION 2

ANNUAL DUES

A. Each Branch shall pay dues annually to the FSA treasurer for each Life Member, Active Member, Associate Member, International Affiliate Member, and Honorary Member. The Student Member is not required to pay FSA dues. The dues amount is determined by the Council. 

B. The Members-at-Large [MAL] who live and/or work in the State of Florida may join the FSA with payment of the annual dues before May 15.

A late fee of $4 will be charged for dues paid after June 15.

ARTICLE IV 

GOVERNANCE

Section 1 

STRUCTURE AND MEMBERSHIP

A. OFFICERS

1. The Officers consist of the following elected positions:

President, First Vice President, Second Vice President, Secretary and Treasurer.

2. Positions appointed by the President and approved by the FSA Council are a Parliamentarian, Website Editor, Chaplain, and Chairs of standing committees, such as the Conference Chair, the Bylaws Chair, and special committees.

These appointed members have voice but do not have a vote.

3. Under special committee: The President shall appoint a Nomination Chair and an Election Chair six [6] months prior to the FSA Conference and shall be approved by the FSA Council.

B. THE COUNCIL

1. The Council shall be composed of the current President, her Executive Board, and appointed Officers, Branch Presidents, Treasurers, and past State Presidents who are members in good standing of FSA.

2. General management and control of business, funds and property is vested in the FSA Council.

C. MEETINGS

1. At least two meetings per year of the FSA Council shall be scheduled, with the date, time and place to be set by the President. Meetings can be in person or by electronic means.

2. Seven members of the FSA Council shall constitute a quorum for Council meetings.

3. Additional meetings may be called by the President as needed, such as a By-Laws committee or Conference planning committee. These meetings may be done through electronic means.

4. All elected officers and chairs are required to attend all FSA Council meetings unless excused by the State President.

5. Dereliction of duty without being excused by the President may be cause for removal of an officer or chair from office by a 2/3 vote of the body from which officer or committee chair is to be removed.

6. The FSA Business meeting shall take place at the FSA Conference, which is held in odd-numbered years.

7. The voting body of the business meeting of FSA shall consist of all active members in good standing and shall constitute a quorum for the transaction of business.

ARTICLE V

ELECTIONS

SECTION 1

NOMINATIONS

A. NOMINATING COMMITTEE

1. The Nominating Chair shall be appointed by the President and approved by the FSA Council six [6] months prior to the FSA Conference. She shall select three [3] to five [5] members from different Branches to determine qualified candidates for office.

2. The Nominating Chair will contact the Branch Presidents by phone for recommendations of members to serve on this committee.

3. The committee will collect names and qualifications for the different offices. The Committee will discuss their qualifications to come up with a slate of officers. The committee can meet by any means they choose, such as electronically.

4. At least three [3] months before the FSA Conference, the Nominating Chair shall present the slate to the President.

A. NOMINEE QUALIFICATIONS

1. The Candidate for President shall have been a member in good standing for at least 6 years preceding her nomination. She should have served as a Branch President, a Committee Chair or served on the FSA Board, and also attended at least one FSA Conference.

2. Candidates for other FSA Offices must be active members in good standing in FSA. It is not necessary that she be a member of a branch. She may be a member at large.

3. Each candidate must give her approval to run for that office.

SECTION 2

ELECTION CHAIR

1. The Election’s Chair shall be appointed by the President and approved by the FSA Council six (6) months prior to the FSA Conference.

2. The Election Chair shall receive all ballots and meet within 10 days after the mailing due date with her committee for vote count. {The voting procedure is outlined in the Standing Rules.}

3. All Active, Associate, International Affiliate, Pen Women at Large (MAL) and Life Members in good standing may vote for state officers and By-Law changes. 

4. The President shall make up the Ballot and send it to the Website Editor for it to be posted online.

5. The President shall send a copy of the Ballot to Branch Presidents so they can distribute to those in their branch that don’t have electronics.

Members must print the ballot, fill it out, and place in an envelope, which is clearly marked with their name and address on the outside of the envelope but not on the ballot inside. It shall be mailed to the Election Chair which is noted on the ballot, before the deadline. 

6. For each office to be filled, the voter shall check the box for the candidate of her choice, indicating which candidate she prefers (if more than one). Instructions shall appear on the ballot. 

7. The Election Committee shall count the votes and determine the candidates for each office; they will also count the votes for any By-Law Amendments. They must be postmarked before the cut-off date.

A.  BALLOT

1. The Election Chair shall present the Tally sheet vote count of officers and By-Law Amendments at the FSA Conference business meeting and declare the winner.

2. The Chair will give a copy of the tally sheet to the State Secretary for her records.

SECTION 3

TERMS AND VACANCIES 

A. TERM

1. The term of each elected officer is two years and begins on May 1 of the even numbered year following the National Biennial Convention.

2. The elected President of FSA is to be installed, if possible, at the Spring FSA Council meeting following the Biennial Convention. [Installation may be made by any past FSA President, active or retired member of the National Board.] However, an official installation is not required.

3. No elected officer, except the Treasurer shall be eligible for election to more than two [2] two-year terms to the same office.

B. VACANCIES

1. In the event of the President’s inability to serve, the office shall be filled by the First Vice President.

2. A vacancy in any elected office other than that of President, shall be filled by Presidential appointment with the approval of the Executive Board.

SECTION 4 

BOARD

DUTIES OF OFFICERS AND CHAIRS

A. The President shall: 

1. Determine dates, times, places for all FSA meetings and preside at such.

2. Appoint all non-elected officers and committee chairs as voting members of the FSA Council.

3. Appoint chairs of special committees as needed.

4. Appoint Nominating Chair at least six [6] months prior to FSA Conference. 

5. Appoint Election Chair at least six [6] months prior to FSA Conference.

6. Sign checks only if the Treasurer is not available.

7. The President and Treasurer shall sign all contracts with the approval of the FSA Executive Board. The Conference chair and current treasurer sign all conference contracts.

8. Serve as ex-officio member of all committees except the Nominating and Election Committees.

9. Three (3) people at the beginning of each meeting will be appointed by the President to serve as “minutes approval readers” who will take notes and send to the Secretary any changes.

10. She is to review the slate of officers from the Nominating Chair, along with any By-Laws Amendments she has received from the By-Laws Chair. Both will be posted on the website and sent out for the members’ votes.

11. The Bylaw Amendments shall be reviewed by the President, which should state the old wording and the new with the Rationale in red.

12. The President shall recognize and present the new slate of officers at the end of the business meeting at the FSA Conference.

13.  The President shall check with the Nominating Chair and the Bylaws Chair four (4) months prior to the FSA Conference to determine their progress and be assured she receives the slate of officers and Bylaws three (3) months prior to the conference in order to send the ballot and Bylaws to the Website Editor.

14. The President will send out the ballot and Bylaws by email to the Branch Presidents who shall be required to distribute same to those who don’t have email.

15. The President shall present the in-coming officers at the end of the business meeting stating that they will take their positions after the National Biennial on May 1 of the even number year.

B. The First Vice President shall:

1. Perform the duties of the President if the President is absent or temporarily unable to serve.

2. Expand the membership base and be responsible to Pen Women at Large.

C. The Second Vice President shall:

1. Arrange electronic meetings.

2. Assist the Conference Chair.

3. Edit the website

D. The Secretary shall:

1. Record the minutes of all meetings, e.g., FSA Council, Executive Board, and the Business Meeting of the FSA Conference.

2. Three [3] people at the beginning of each meeting will be appointed by the president to serve as “minutes approval readers” who will take notes and send corrections to the secretary of her minutes. The inclusion of these corrections in the minutes constitutes approval by the body. The official minutes will then be sent by e-mail to board members, council members, if in attendance, and other members who ask within 30 days.

E. The Treasurer shall:

1. Maintain Insurance Bond.

2. Maintain Sales Tax Exempt Status [every five (5) years].

3. Maintain Foreign Corporation status with www.Sunbizorg annually.

4. Act as Budget Chair for FSA.

5. Pay bills that are accompanied by invoices for legitimate FSA related expenses.

6. Sign all checks. In her absence, the President may sign checks.

7. Present a report during the business meeting of the FSA Conference.

8. Oversee maintenance of appropriate ledgers, financial files and records consistent with fiscal need and current business practices.

9. Close and present financial accounts to an auditor biennially, at least ten [10] days before the auditor’s report is due.

10. The State and Branch Treasurers with the knowledge and consent of the State and/or Branch President, shall: 

(a) Have sole discretion as to which bank or financial institution she uses to open an account. Further, she may close a current account and open a new account in a different bank or financial institution.

(b) All treasurers MUST make available actual bank statements when requested. A simple spreadsheet IS NOT ACCEPTABLE.

(c) Any change in the account status of the state or branch organization will be shared with the respective Board of Directors, and monthly bank statements shall be made available to the State Board of Directors or Branch members.

(d) No Treasurers may obtain debit cards for use with their bank accounts. Debit Cards are strictly forbidden per National By-Laws. Pay MAL online transactions are allowed.

(e) If CDs are part of the Restricted Funds of the State Treasury, these may only be moved or cashed in by a majority vote of the current officers.

(f) If CDs are part of the Restricted Funds of a Branch Treasury, these may only be moved or cashed by a majority vote by members of the Branch.

(g) All State or Branch accounts must have two or more signatures on record for each bank account the branch may have. 

(h) Branch bank accounts shall be opened under NLAPW- and the Branch Name.

ARTICLE VI

AMMENDMENTS

BY-LAWS CHAIR

1. The By-Laws Chair is appointed by the President.

2. She shall up-date the By-Laws to the present-day workings of FSA.

3. She shall also check each section of duties for officers, committee chairs and appointed positions to see if additional duties need to be added to some positions. 

4. She shall go over the Standing Rules to see if they need to be adjusted.

5. The Standing Rules shall be consistent with the By-Laws.

6. She shall be in contact with the President to discuss the proposed changes.

7. She shall write up the old wording and the proposed changes and give to the President in a ready document for her to attach to the ballot along with the rationale for changes.

8. She shall send this document to the president three [3] months prior to the FSA Conference.

ARTICLE VII

DISSOLUTION

Should dissolution occur, the charter, property, and a financial report for the past three [3] years shall be forwarded to the National Headquarters of NLAPW, Inc. along with a certified check for funds remaining in the treasury after the satisfaction of all obligations. The funds and charter will be returned if reactivated within five [5] years.

ARTICLE VIII

PARLIAMENTARY AUTHORITY

In cases not provided for in these By-Laws or the Standing Rules, the current edition of Roberts Rules of Order Newly Revised shall govern the proceedings of the Florida State Association.

Revised 1993, 1999, 2003, 2004, 2005, 2013, 2017, 2019, 2023

• Meletha Everett & Janie Owens 2023