The FCRD by-laws are the operating manual for the organization. They define the size of the board, how it will function, and duties of the board of directors as well as rules for holding meeting and general policies and procedures. The by-laws are posted on the FCRD website to make them accessible and to increase the board’s transparency. The by-laws are reviewed, amended, and adopted as needed. Amendments are approved by the FCRD members.
FLORIDA COUNCIL FOR RESOURCE DEVELOPMENT
ARTICLE I. NAME, SEAL, OFFICE, AND FISCAL YEAR
1. The name of the Council is Florida Council for Resource Development hereinafter referred to as the Council.
2. The seal of the Council shall be in a form determined by the Board of Directors and may be changed from time to time at the pleasure of the Board of Directors and shall be “Florida Council for Resource Development” until changed by the Board of Directors
3. The principal office of the Council shall be at the office of the Chair of the Board of Directors or Secretary or Treasurer. The Council may relocate such principal offices as the Board of Directors may, from time to time, determine.
4. The fiscal year for the Council shall begin the first day of the month of July and end the last day of the month of June of each year.
ARTICLE II. PURPOSE
The Council is an organization consisting of grant and foundation professionals dedicated to increasing external financial resources for the advancement of all colleges within the Florida College System through professional development, collaboration, and networking.
ARTICLE III. MEMBERSHIP
Membership in the Council will be open to any resource development professional or grant professional within the Florida College System who self-identifies. The membership roster maintained by the Secretary shall serve as the official record of membership.
ARTICLE IV. MEETINGS
a. Notice of each meeting, annual or special, shall be noticed electronically by the Chair or Secretary to each member of the Board Directors not less than five days preceding any such meeting. In the event the notice is of a special meeting, such notice shall indicate briefly the objects thereof. All meetings shall be noticed on the Council’s website or by electronic mail.
2. General Membership Meetings:
a. There shall be an annual membership meeting of the Council at a state-wide conference held at least once per year. The date, hour, and location shall be determined by the Chair and approved by the Board of Directors.
b. In meetings of the membership, fifty-one percent of the members at the annual meeting present shall constitute a quorum.
3. Board of Directors Meetings:
a. Regular meetings of the Board of Directors shall be held no less than quarterly and a meeting schedule shall be published by the Chair at the start of each term. Additional meetings of the Board of Directors may be held at any time and place designated by the Chair or any three members of the Board of Directors.
b. A majority of said Board of Directors shall constitute a quorum at any meeting of the Board of Directors, and all motions shall be determined by a majority vote of the quorum.
c. A member must attend one meeting in a calendar year to remain in good standing. Failure to attend at least one meeting without cause shall be interpreted as a resignation from the Board of Directors.
d. The Board of Directors may meet and vote via teleconference or electronically via e-mail, if the meeting is properly noticed.
e. The Board of Directors at any properly noticed meeting is authorized to fill vacancies or to add members of the Board.
ARTICLE V. BOARD OF DIRECTORS
a. The Board of Directors shall consist of not less than eight (8) nor more than fourteen (14) Directors; selected in the manner referred to in the By-Laws.
b. The manner of selection of the Board of Directors shall be by recommendations of Directors through a nominating committee so established by the Directors and approved by majority vote of the Board of Directors, in accordance with these bylaws. Nominees to the Council Board of Directors must hold a leadership position within their college in either the grants or foundation units and be approved by their college president.
c. All members of the Board may serve a one year term and shall be eligible for re-election for up to six consecutive terms. Staggered terms shall be determined by the Nominating Committee. Special consideration or exceptions may be considered by the Board of Directors. Terms will coincide with the fiscal year.
d. Vacancies on the Board of Directors may be filled via nomination from the Chair with an affirmative vote of the remaining members of the Board of Directors for the balance of the unexpired term of said retiring director. The unexpired term shall not count toward the newly appointed director’s maximum years of consecutive service to the Board.
e. A member of the Board of Directors may be removed from office at any time, for reason such as ethics, non-attendance, or lack of participation, by a majority vote of the Board of Directors at a properly noticed board meeting.
f. Any director may resign at any time by giving written notice to such resignation to the Board of Directors.
2. Board Organization
a. The Chair of the Council shall act as Chair of the Board of Directors and in the Chair’s absence, the First Vice-Chair shall act as Chair. In the absence of both of the aforementioned officers from any such meeting, the Board of Directors may appoint any Board member to act as Chair. The Secretary of the Council shall act as Secretary of all meetings of the Board of Directors, in the event of the Secretary’s absence at any such meeting, the Presiding Officer may appoint any person to act as meeting Secretary.
ARTICLE VI. PARLIAMENTARY AUTHORITY
In all matters not covered by this Constitution and By-Laws, this organization shall be governed by the current version of Robert’s Rules of Order.
ARTICLE VII. POWERS AND DUTIES OF OFFICERS
1. Chair: The Chair shall preside at all meetings of the Board of Directors, shall act as the chief officer of the Council, and shall do and perform such other duties as from time to time may be assigned by the Board of Directors. The Council Chair, or the Chair’s designee, shall represent the Council at the Council of Presidents providing recommendations and support related to resource development issues.
2. First Vice Chair: The First Vice Chair shall preside at all meetings of the Board of Directors in the absence of the Chair, shall Chair the nominating committee, and shall do and perform such other duties as from time to time may be assigned by the Board of Directors. The First Vice-Chair shall also do and perform all duties which might or should be performed by the Chair when the Chair is ill, absent from the meeting, or otherwise incapacitated. The First Vice-Chair shall appoint a chair of the annual conference(s) and may sign conference contracts on behalf of the Council.
3. Second Vice-Chair: The Second Vice-Chair shall assist with committee functions and tasks. The Second Vice-Chair shall be the First Vice-Chair Elect.
4. Secretary: The Secretary shall keep the minutes of all meetings of the Board of Directors. The Secretary shall provide notices required in the By-Laws of the Council. The Secretary shall have responsibility for all books and papers as the Board of Directors may direct, all of which shall, at all reasonable times, be open to the examination of any Director. The Secretary shall maintain all official documents of the Council, including but not limited to: the Constitution, By-Laws, accurate membership data, and work plans.
5. Treasurer: The Treasurer shall in general perform all the duties incident to the Officer of Treasurer, subject to the control of the Board of Directors. The Treasurer shall receive and deposit all monies, checks, and other credits to the account of the Council in such bank or banks or other depository as the Board of Directors may designate. The Treasurer shall sign all receipts and vouchers for payments and checks made by the Council, only by the direction of the Board of Directors, jointly with such other officer as may be designated by the Board of Directors. The Treasurer shall enter regularly in the books of the Council to be provided for that purpose a full and accurate account of all monies received and paid out on account of the Council. The Treasurer shall render to the Board of Directors an account and statement of all transactions at each annual meeting of said Board, at such other times as said Board may from time to time determine, or to any Director of the Council.
6. The Immediate Past Chair/Historian will keep accurate records of the organization’s milestones and, as Parliamentarian, will provide procedural at all meetings.
ARTICLE VIII. COMMITTEES
- Executive Committee
a. The Executive Committee of the Board of Directors shall consist of the named officers: the Chair, First Vice-Chair, Second Vice-Chair, Secretary, Treasurer, Past Chair and one member of the Board of Directors at large. The Chair of the Council shall serve as the Chair of the Executive Committee.
b. The presence of three members of the executive committee shall constitute a quorum, and the affirmative vote of a majority present shall be necessary for the adoption of any resolution.
c. The Executive Committee shall meet at the call of the Chair and minutes shall be kept by the Secretary. All action taken shall be reported at the next meeting of the Board.
d. The Executive Committee shall have and may exercise all powers and authority of the Board of Directors when said Board is not in session, subject only to such restrictions or limitations as the Board of Directors may from time to time specify; provided, however, the Executive Committee shall have no authority to alter, amend, or repeal the Council’s By-Laws or to appoint Directors.
2. Nominating Committee
a. The nominating committee shall recommend a slate of officers and directors to serve on the Council. The committee shall be chaired by the First Vice-Chair. The slate shall first be approved by the Board of Directors and then presented to the membership at the Council’s annual membership meeting.
b. The committee must ensure that the slate is provided in a timely manner so that terms may start annually each fall.
c. Membership on the board of directors shall include a well-balanced and diverse representation of the state colleges to include: geography, college size, and job responsibilities, with careful balance of foundation and grant representatives. No institution shall hold more than two (2) positions on the board and no more than one (1) position on the executive committee.
d. Nominees to the FCRD Board of Directors must hold a leadership position within their college in the grants or foundation units and be approved by their college president.
3. Standing Committees
a. The Chair, with approval of the Board of Directors, shall appoint Standing Committees, such as Strategic Planning; Communications; Organizational Effectiveness; Education; and Historic.
ARTICLE IX. ORDER OF BUSINESS
The order of business at all meetings of the Board of Directors shall be as follows:
(1) Call to order
(2) Reading of minutes of last meeting
(3) Consideration of communications
(4) Resignations and elections
(5) Reports of officers
(6) Reports of committees
(7) Unfinished business
(8) New business and original resolutions
ARTICLE X. AMENDMENTS
The Board of Directors shall have the power to make, alter, amend, rescind or repeal the bylaws at any official meeting of the Board of Directors or Council meeting with the affirmative vote of a majority of two-thirds of the quorum (those present) at said Board or the Council meeting, provided that a quorum has been met for purposes of conducting business.
Last Amended, July 6, 2016