APAC Governance

Bylaws

Constitution and Bylaws of Florida Apartment Political Action Committee

ARTICLE I

Name and Definition

The name of this BOARD is The FLORIDA APARTMENT POLITICAL ACTION COMMITTEE, hereinafter referred to as the "APAC BOARD" or "APAC." It is a voluntary, nonprofit, unincorporated board of individual MULTI-HOUSING PROFESSIONALS and others, and is not affiliated with any political party. The APAC BOARD is an independent autonomous organization composed of a board of directors, and is not a branch or subsidiary of any national or other political action COMMITTEE.

ARTICLE II

Purposes

The purposes of the APAC BOARD are:

(1) To promote and strive for the improvement of government by encouraging and stimulating MULTI-HOUSING PROFESSIONALS and others to take a more active and effective part in governmental affairs.

(2) To encourage MULTI-HOUSING PROFESSIONALS and others to understand the nature and actions of their government as to important political issues, and as to the records of officeholders and candidates for elective office.

(3) To assist MULTI-HOUSING PROFESSIONALS and others in organizing themselves for more effective political action and in carrying out their civic responsibilities.

(4) To take appropriate action for the attainment of the purposes stated above.

(5) To educate legislators about the MULTI-HOUSING INDUSTRY as issues involving that the industry are considered in the Legislature, and work for the betterment of the MULTI-HOUSING INDUSTRY in the legislative arena.

ARTICLE III

Membership and Contributions

Section 1- Members

Contributions may be accepted from any multi-housing professional, his/her spouse, members of his/her immediate family, and others deemed legally able to contribute. The APAC Board of Directors is authorized to establish additional categories of membership.

Section 2 - Contributions

Contributions to APAC shall be subject to the approval of the APAC Board of Directors and such funds shall be disbursed at its discretion. The APAC Board of Directors may delegate the authority for disbursal of funds by majority vote of the APAC Board, or to either to the Chair or to an executive committee composed of the general APAC officers established for that purpose, or to both of them; provided, that a complete list of all such disbursals shall be provided to the APAC Board of Directors at each semi-annual meeting.

ARTICLE IV

Directors

Section 1- Duties

The management of the APAC BOARD shall be vested in a Board of Directors which shall have general supervision and control over the affairs of the APAC BOARD and shall establish and carry out all policies and activities of the APAC BOARD. The members shall serve without compensation.

Section 2 - Composition

The APAC Board of Directors shall consist , of a member representing each local affiliate in addition to the FAA President and the Legislative Committee Chair. The FLORIDA APARTMENT ASSOCIATION President and FAA Legislative Committee Chair shall automatically serve on the APAC Board of Directors for their term of office. Directors shall annually volunteer to serve on the APAC Board of Directors and be approved by the FLORIDA APARTMENT ASSOCIATION President. Directors shall serves one-year terms. Directors shall serve until their successor is appointed as prescribed by these Bylaws, even if this requires their term of service to extend beyond one year.

Section 3 - Quorum

The presence of at least 66% of current directors of the APAC Board at any meeting of the APAC Board of Directors called pursuant to these Bylaws shall constitute a quorum for the transaction of any business to come before the APAC Board. All meetings of the APAC Board or its committees may be held via conference telephone calls or through use of appropriate electronic conference facilities, such as teleconferencing or email. All votes or other business called to order via email will require a minimum majority vote to be considered valid.

Section 4 - Terms

The members of the APAC Board of Directors shall serve for a term of one year or until their successor is appointed as prescribed by these Bylaws.

ARTICLE V Officers

Section 1- Designations, Election, Terms

The general officers of the APAC BOARD shall be a Chair, a Vice Chair, and a Treasurer/ Secretary. The officers shall be elected by the APAC Board of Directors from among the members of the APAC Board at its first meeting of the calendar year and shall serve for a term of one year. At the end of their designated terms, the general officers shall not discontinue the authority, duties, and responsibilities of the position, to which they have been elected, but shall continue to serve in their elected capacity until their respective successor has been duly elected. No general officer shall hold more than one general office at a time.

Section 2 - The Chair

The Chair shall be the chief executive officer of the APAC BOARD and shall be an ex officio member of all APAC subcommittees. The Chair shall preside at meetings of the Board of Directors. He/she shall appoint all chairs and members of APAC committees, subject to the approval of the APAC Board of Directors. The Chair shall be responsible for the hiring of the APAC BOARD staff or consultants, subject to approval by the APAC Board of Directors.

Section 3 - The Vice Chair

The vice chair shall perform such duties as may be required to assist the chair in the performance of his/her duties and shall assume the office of chair in the event of a vacancy in that office, until the next election of officers as prescribed in these Bylaws. At the discretion of the FAA President, the vice chair shall have the option to ascend to the role of chair after the successful completion of their duties as vice chair.

Section 4- The Treasurer/Secretary

The Treasurer/Secretary shall perform such duties as are customarily performed by the Treasurer /Secretary of a BOARD as shall be prescribed by the APAC Board of Directors. The Treasurer/Secretary shall be the custodian who shall oversee the funds of the APAC BOARD. The Treasurer/Secretary shall oversee the collection of all dues and other funds of the organization. The Treasurer/Secretary shall oversee the disbursement of all monies of the APAC BOARD in accordance with the instruction of the APAC Board. The APAC Board Secretary/Treasurer is responsible to ensure that full and accurate accounts are kept, and that financial statements are presented in a timely manner. The APAC Board shall also ensure that all reports to governmental authorities required by law or directed to be filed by the APAC Board, shall be prepared, signed and filed in a timely manner. He/she shall ensure that an accurate record of all APAC meetings are kept and copies of such meeting minutes are kept on file. The Treasurer/Secretary shall ensure that the correspondence of the APAC BOARD is handled promptly. The Treasurer/Secretary shall ensure the APAC BOARD complies with requirements of all legislation pertaining to political COMMITTEEs.

ARTICLE VI

Meetings

Section 1 - Meetings

The meetings of the APAC Board of Directors shall be held in conjunction with meetings of the FLORIDA APARTMENT ASSOCIATION board of directors. The annual fundraising goals and APAC budget will be submitted to and approved by the APAC Board at the first meeting of the calendar year.

Section 2 - Special /Voting Meetings

Special/Voting meetings of the Board of Directors shall be called by the Chair on his/her own initiative or upon the written request of three of the members of the Board. At the request of the chair, voting meetings may be called by the APAC staff liaison.

ARTICLE VII

Committees

The APAC BOARD shall have such subcommittees as the APAC Board of Directors determines are necessary and desirable for carrying out its purposes and objectives. Members of such subcommittees shall be appointed by the Chair subject to the approval of the APAC Board of Directors.

ARTICLE VIII

Books, Records, and Finances

Section I - Books and Records

The APAC BOARD shall ensure that accurate and complete books and records of account are kept. The APAC BOARD'S books of account shall be audited as prescribed by the Florida law. The Auditor shall be named by the Chair with the approval of the Board of Directors.

Section 2 - Deposits

The funds of the APAC BOARD shall be deposited to the credit of the APAC BOARD in such banks or other depositories as the Board of Directors may select.

ARTICLE IX

Vacancy in Offices, Appointments

In the event of a vacancy in office of either directors or officers, such vacancy occurring for any reason including but not limited to resignation, removal, or death, the Chair, with the consent of the President of the FLORIDA APARTMENT ASSOCIATION, shall, except as otherwise provided for in these Bylaws, appoint a qualified successor to fill the unexpired term of the officer or director.

ARTICLE X

Removal

A member of the APAC Board of Directors may be removed at any time, with or without cause, by action of the Chair with concurrence of the President of the FLORIDA APARTMENT ASSOCIATION. If a director is removed, he/she shall immediately forfeit any office he/she may hold.

ARTICLE XI

Parliamentary Authority

The deliberation of the APAC BOARD and subcommittees shall be governed by parliamentary usage as contained in the current edition of Robert's Rules of Order, unless otherwise provided in these Bylaws by a two-thirds vote of the members.

ARTICLE XII

Amendments to Constitution and Bylaws

This Constitution and Bylaws may be altered, amended, or repealed and a new Constitution and Bylaws may be adopted by two-thirds of the members of the APAC Board of Directors, provided that at least thirty (30) days written or emailed notice is given of the intention to alter, amend, or repeal or to adopt a new Constitution and Bylaws.

ARTICLE XIII

Notices

Notices required under these Bylaws are deemed to be complete upon placement of the Notice into the regular United States Mail or via email.

ARTICLE XII

Dissolution

In the event of dissolution of the APAC BOARD, its funds on hand shall be first used to satisfy any contractual obligation or pay any outstanding expenses of the APAC BOARD and the balance remaining shall, at the discretion of the APAC BOARD, be contributed with specific direction for usage to any governmental, charitable, scientific, or educational institution exempted from taxation under the statutes and rules of the Internal Revenue Service.