CREATIVE FLORAL ARRANGERS OF THE AMERICAS, INC.
ARTICLE I - NAME
The name of this organization shall be CREATIVE FLORAL ARRANGERS OF THE AMERICAS, INC. hereinafter referred to as CFAA.
ARTICLE II - OBJECT
Section 1. The objectives of CFAA shall be to promote the study of advanced American Floral design as an art form, to offer educational opportunities for its members and to provide a dynamic environment of exhibiting and networking with Unity In Sharing.
Section 2. CFAA shall be non-profit, non-political, and will not monetarily benefit any individual or group within its membership.
ARTICLE III - MEMBERSHIP
Section 1. Anyone who is interested in the objectives of CFAA is eligible for membership.
Section 2. There shall be four classes of membership:
- Active Members joining on or after June 1, 1999, and who reside in the United States shall have Active Membership status.
- Sustaining: These members shall have priority seating at the annual Seminar for a period of one (1) year.
- International Members: These members reside in other countries and shall have International membership status.
Section 3. All members are entitled to participate in all activities of CFAA and shall receive the publication DESIGN DIMENSIONS and the notice of the Annual Seminar.
Section 4. Membership Resignation requires that the member notify the President in writing or by email, with a copy provided to the Secretary and Treasurer.
ARTICLE IV - DUES
Section 1. The annual dues shall be due and payable on or before June 1 of each year. No later than August 1, the Membership Chairman shall notify members in arrears, and those whose dues are not paid by September 1 shall be automatically dropped from membership in CFAA.
Section 2. The annual dues for Charter, Active, and Sustaining members shall be thirty-five dollars ($35). Annual dues for International Membership shall be $40.
Section 3. A contribution of $100, less the Active or International dues, qualifies as a Sustaining Membership.
Section 4. The fiscal year shall be from June 1 through May 31.
ARTICLE V - OFFICERS
Section 1. The Officers shall be a President, First Vice-President, Second Vice-President, Secretary, Treasurer and a Parliamentarian (appointed by the President).
Section 2. The Officers shall be elected at an Annual Meeting by the membership for a term of two (2) years or until their successors are elected.
Section 3. The officers shall perform the duties prescribed in these bylaws, and by
Robert’s Rules of Order, Newly Revised, current edition as the parliamentary authority adopted by this organization.
- The President shall:
- Preside at all meetings of the Executive Committee, the Board of Directors and the Annual Meetings;
- Have general supervision and direction of the business of CFAA;
- Appoint standing and special committee chairmen, subject to the approval of the Executive Committee;
- Approve all official communications prior to mailing;
- Fill all vacancies as they occur, subject to the approval of the Executive Committee;
- Sign all contracts on behalf of CFAA, along with the applicable committee chairman;
- Serve as an ex-officio member of all committees, except the Nominating Committee.
- The First Vice-President shall:
- Perform the duties of the office of President in the absence, or upon request, of the President;
- Fill the vacancy in the office of President;
- Assist the President and serve as Program Chairman for the Annual Seminar;
- Organize and work with all the speakers/designers to secure all materials as needed for the Annual Seminar.
- Negotiate all contracts as directed by the Executive Committee;
- Serve on the Budget and Finance Committee.
- The Second Vice-President shall:
- Perform the duties of the office of President or First Vice-President in their absence;
- Fill the vacancy in the office of the First Vice-President;
- A new Second Vice President will be appointed by the new President to serve the remainder of this term, subject to the approval of the Executive Committee.
- Have all members of the Executive Committee be assigned responsibilities to assist where needed in any and all capacities to ensure the stability of CFAA.
- Secure floral exhibitors for the Kaleidoscope at the annual Seminar or as directed by the President;
- Serve on the Finance and Budget Committee;
- Secure vendors for the Annual Seminar or as directed by the President.
- The Secretary shall:
- Record the proceedings of all meetings of the Executive Committee, Board of Directors, and the Annual Membership Meetings.
- Distribute copies of the minutes to members of the Executive Committee and the Board of Directors via email.
- Attend to the correspondence as directed by the President, the Executive Committee, and the Board of Directors.
- The Treasurer shall:
- Be the custodian of all funds and securities;
- Keep an accurate account of receipts and disbursements;
- Disburse funds for legalized receipts provided the amount is included in the current budget. Requests for disbursement of funds that are not included in the current approved budget must be approved for payment prior to disbursement by the Executive Committee.
- Provide a financial statement at each meeting of the Executive Committee and the Board of Directors;
- Serve as Chairman of the Budget and Finance Committee consisting of three (3) members: The First Vice President, the Second Vice President with the Treasurer serving as Chairman.
- Submit an annual budget to the Executive Committee and Board of Directors for approval at the summer meeting of the Executive Committee, prior to the respective Annual Seminar. The Budget Committee members are the President, First Vice President, and the Second Vice President.
ARTICLE VI – MEETINGS
Section 1. The Annual Meeting of CFAA shall be held in conjunction with the Annual Seminar for the purpose of conducting business as may be necessary and for electing officers and a Nominating Committee. The officers shall be elected at the end of the two year term in the odd numbered years. A Nominating Committee shall be elected in the even numbered year at the respective Annual Meeting.
- Notice of the Annual Meeting shall be included in the notice of the Seminar.
- A quorum of the Annual Meeting shall be a majority of the members registered for the Seminar.
Section 2. Special meetings may be called by the President, or may be called at the request of a majority of the Board of Directors.
- The purpose of the meeting shall be stated in the call.
- No less than a thirty (30) day notice shall be given.
- A quorum at any special meeting shall be a majority of the members in attendance and voting.
Section 3. There shall be no voting by proxy.
ARTICLE VII - NOMINATING COMMITTEE/ELECTIONS
Section 1. The officers shall be elected by the membership of CFAA at the Annual Meeting in the odd numbered year (every two (2) years).
- The term of office shall be two (2) years or until their successors are elected, except for the Treasurer and the Parliamentarian. Officers may not be reelected to the same office. They may be elected to a different office.
- The Treasurer may be elected for one (1) additional two (2) year term, if nominated.
- The Parliamentarian shall be appointed and shall serve at the request of the current President.
- The term of office shall begin at the close of the meeting at which they are elected, except for the Treasurer, who shall serve until the end of the fiscal year.
Section 2. At the Annual Meeting in the even numbered year preceding the end of the term of the Officers, a Nominating Committee consisting of three (3) members shall be elected by ballot by a majority vote. If there is a requisite number nominated, the vote may be by voice.
A. The Committee shall meet before the close of the Annual Meeting to elect a Chairman.
B. It shall be the duty of the Committee to nominate at least one candidate for each office on the Executive Committee.
Section 3. Election shall be by ballot and a majority vote shall elect. If there is only one candidate for an office, the vote may be by voice.
ARTICLE VIII - BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of the Executive Committee and Standing Committee Chairmen.
Section 2. Standing Committee Chairmen are appointed by the President, subject to the approval of the Executive Committee.
Section 3. The Board of Directors shall administer the business, property and affairs of CFAA with direction and guidance of the Executive Committee.
Section 4. The Standing Committees shall be:
- Bylaws and Standing Rules
- Budget & Finance
- Seminar Registration
- Design Dimensions
- Ways & Means
- Events Photographer
- Technical Support
Section 5. The President shall be permitted to establish any Ad Hoc (Special) committees deemed necessary to carry on the work of CFAA.
Section 6. Three (3) advisors shall be appointed by the President, with the approval of the Executive Committee, for two (2) years. One Advisor shall serve as a voting member of the Executive Committee. The Advisory Committee shall make recommendations to the Executive Committee upon request.
Section 7. Vacancies on the Board of Directors shall be filled by the President with the approval of the Executive Committee.
Section 8. The Board of Directors shall meet annually in conjunction with the Annual Seminar.
- Special meetings of the Board of Directors may be called by the President and shall be called upon written request of five members of the Board of Directors.
- The purpose of the meeting shall be stated in the call.
- No less than a thirty (30) day notice shall be given.
- Only the Executive Committee may meet by mail, electronic mail, or telephone conference call.
- A majority of the members shall constitute a quorum for any meeting of the Board of Directors.
ARTICLE IX - EXECUTIVE COMMITTEE
Section 1. The Executive Committee shall be composed of the President, First Vice-President, Second Vice-President, Secretary, Treasurer, Parliamentarian and one Advisor.
Section 2. The Executive Committee shall be empowered to transact business between meetings of the Board of Directors.
Section 3. The Executive Committee shall meet at the Annual Meeting, just prior to the business meeting in February/March. The Executive Committee shall meet at an agreed location in June. Other meetings shall be at the call of the President or upon written request of a majority of the Committee.
- At least a two (2) week notice shall be given.
- A majority of the Committee shall constitute a quorum.
ARTICLE X – AUDIT (Federal Income Tax & Treasurer’s Files)
The Federal Income Tax must be submitted to the IRS annually. The Treasurer is authorized to select a Certified Public Accountant or a Certified Accounting firm to prepare the necessary taxes, subject to the approval of the Executive Committee. Taxes must be submitted on or before September 15 of each year. With the approval of the Executive Committee, an extension (if necessary) may be requested. At the end of the term of office for the Treasurer, all records are to be placed in a plastic box with a lid taped to the box. The Treasurer will indicate on the top of the lid the financial year, date the records were sealed, and their name and signature. The files will be stored in a temperature controlled storage unit selected by the Executive Committee. These files may be accessed for and by the IRS for audit purposes, or by special request from a member with specific reason for the request. No files will be removed by a member and must be viewed in the presence of the Treasurer.
ARTICLE XI - LIABILITY
CFAA disclaims any responsibility for damages of any kind incurred in connection with any activity of CFAA.
ARTICLE XII - INDEMNIFICATION
CFAA shall indemnify any officer, appointed chairman, or agent of CFAA against expenses incurred and not covered by any insurance in connection with legal proceedings while acting in good faith and in a manner reasonably believed to be in the best interest of CFAA.
ARTICLE XIII - PARLIAMENTARY AUTHORITY
The rules contained in the current issue of Robert's Rules of Order Newly Revised, Current Edition, shall govern the proceedings in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order that may be adopted.
ARTICLE XIV - AMENDMENTS
These bylaws may be amended by a two-thirds (2/3) vote at any Annual Meeting, provided that thirty (30) days written notice prior to the meeting has been given.
ARTICLE XV - DISSOLUTION
If at any time CFAA is dissolved, all assets remaining after payment of all liabilities and obligations shall be disposed of exclusively to such organization or organizations organized and operated exclusively for charitable, educational or scientific purposes as shall at the time qualify as an exempt organization or organizations under section 501(c)(3) of the Internal Revenue Code. None of the funds shall inure to the benefit of any individual member or members.
Adopted: February 26, 2000
Amended: March 2, 2002 February 2010
Amended: February 23, 2013
Amended: February 21, 2015
Revision Adopted: February 25, 2017