(Amended March 2022)
ARTICLE I. NAME AND MISSION
1. The name of this organization shall be the Florida Association for the Gifted, Inc., and shall hereafter be referred to as FLAG.
2. The mission of FLAG is to connect and empower educators and parents who promote and support educationally sound programs for gifted students through awareness, advocacy, and action.
ARTICLE II. MEMBERSHIP
1. FLAG shall consist of the following categories of membership:
A. Regular Member - Regular membership in FLAG shall be open to any individual desiring to foster the mission of FLAG.
B. Institutional Member - Institutional membership in FLAG shall be open to any school, library, or similar institution which holds an interest in gifted education.
C. Student Member - Student membership in FLAG shall be open to any full time college or university student desiring to foster the mission of FLAG.
D. Retired Member - Retired membership in FLAG shall be open to any individual who has been a Regular Member in good standing in FLAG for at least five consecutive years prior to retirement.
E. Honorary Member - Honorary membership in FLAG shall be granted to individuals who have provided exemplary leadership in the field of gifted education or their service to FLAG at the discretion of the Executive Board.
2. All members with the exception of institutional members shall have the right to vote on FLAG concerns.
3. All officers shall be regular members of FLAG and shall meet the membership requirements specified in Article III of the By-Laws.
ARTICLE III. DUES AND FINANCIAL RESPONSIBILITIES
1. Annual dues shall be established for each classification of membership made payable to FLAG, Inc. Membership is effective for one calendar year from the date of receipt of dues.
2. Assessments or changes in annual dues shall be determined by the Executive Board.
3. The Executive Board may assume that a member has resigned if there is a 60 days delinquency in dues payment.
4. An annual budget, recommended by the Treasurer and approved by the Executive Board, shall be established for FLAG annual for the next fiscal year. Fiscal year shall be from January 1 through December 31.
ARTICLE IV. OFFICERS
1. The officers of FLAG shall be the President, the President Elect, the Immediate Past President, the Governance Secretary, and the Treasurer.
2. The initial number of officers of FLAG shall be five (5), which equals the initial number of officers of the FLAG, but such number may be increased or decreased by amendment to these Bylaws, in the manner set forth herein for amendments, but such number shall never be less than three. When the number of officers is so decreased by amendment adopted by the Board of Directors, each officer shall serve until his term expires or until his resignation or removal as herein provided.
3. The term of office for the President, President Elect, the Immediate Past President, the Governance Secretary, and the Treasurer shall be for two calendar years beginning on January 1 of the year following the election. Officers will be elected by a plurality of membership votes, except for the Immediate Past President. Upon completion of a full two-year term, and following the election of a new president, the outgoing president will serve a two-year term as the Immediate Past President.
A. In the event a majority of the Executive Council finds the President, President Elect, Immediate Past President, Governance Secretary, or Treasurer to be derelict or negligent in the execution of their duties, that officer may be removed in the following manner:
3.A.1. Any Executive Council member in good standing during a regular meeting may request a special meeting to discuss and vote on the officer in question. At that time the President, or Presiding Officer at that time, will call for a vote of the Executive Council. If a majority vote in the affirmative for the call for a vote to remove an officer, the Presiding Officer will schedule a meeting no later than 31 days for a meeting to discuss the accusations and vote by simple majority to remove that particular officer.
3.A.2. In the event the President Elect, Governance Secretary, or Treasurer are removed by majority vote using the process described in 3.A.1, at that meeting the President will call for nominations for the vacated office. The President will schedule a special meeting in no less than 31 days from for all regular members in good standing to hear nominations and votes, in person or electronically as described in the By-Laws.
3.A.3. In the event the Immediate Past President is removed by majority vote using the process described in 3.A.1, the President will offer the outgoing Immediate Past President the opportunity to complete the vacated immediate Past President term. If that is not possible, or the Immediate Past President does not accept, the position will remain vacant until the following election.
3.A.4. In the event the President is removed by majority vote using the process described in Section 3.A.1., The President Elect will immediately assume the office of President to complete the term of the outgoing President. Upon assuming the position of President, the former President Elect will immediately call for nominations for the vacant office of President Elect. The President will schedule a special meeting in no less than 31 days for all regular members in good standing to hear nominations and votes, in person or electronically as described in the By-Laws.
3.A.5. “Good standing” refers to a regular member who has an active membership with no dues outstanding.
4. The President shall be that member of FLAG who has just completed the term as President Elect. It shall be the duty of the President to preside at all meetings of FLAG, to act as Chairperson of the Executive Board; and to exercise general supervision over the affairs of FLAG; and to be an ex-officio member of all committees except the Nominating Committee.
5. It shall be the duty of the President Elect to function as the President in the latter's absence or incapacity, to serve as Conference Chairperson, and to become President at the close of term of office as President-elect. In case the office of the President is vacated for any reason, the President Elect shall complete that calendar year of the President’s term of office as President Pro-tem; and in any such case, shall subsequently serve a full 2-year term of office as President. An election for President Elect shall occur within 60 days in the event of a vacancy.
6. It shall be the duty of the Parliamentarian to maintain official records of actions taken at all meetings records of FLAG and of the Executive Board, to maintain the records of the association, serve as Parliamentarian for all FLAG Board meetings, and to perform other such duties as may be authorized by the president and/or the Executive Board. The Parliamentarian shall be elected in even numbered years.
7. It shall be the duty of the Treasurer to receive all monies of FLAG. The Treasurer shall be responsible for the development of FLAG's budget; making recommendations to the Executive Board for changes in dues assessment; the custody of all funds of FLAG; signing checks on behalf of FLAG for disbursement of funds authorized by the Executive Board; keeping records of all receipts and disbursements; providing an annual independent audit, review or compilation (as directed by the Executive Board) as of the end of each fiscal year; providing a review of accounts and investments to the Executive Board at the end of each fiscal year. The Treasurer shall be elected in odd numbered years. All budget spending over $100 requires prior approval of the Executive Council. All expenditures in excess of $100 requires approval and/or two signatures from the treasurer and either the President, President Elect, or Governance Secretary. FLAG shall hire a 3rd party accountant to maintain and audit all financial matters of the organization.
8. If a vacancy arises for any reason, in any of these offices except for the President and President Elect, the Executive Board shall, by a majority vote, elect a successor to fill the vacancy for the remainder of the term of office.
9. Gifted Program Consultant from the Florida Department of Education serves in an Ex-officio capacity. As the State Consultant is an ex-officio, he would abstain from voting and would not hold a concurrent position as FLAG officer.
10. Any officer may resign at any time by giving written notice of such resignation to the remaining officers.
11. Any director or member of a committee shall be deemed present at a meeting of the Executive Board of FLAG or a committee if a conference telephone or similar communication equipment is used, by means of which all persons participating in such meeting can hear each other.
ARTICLE V. EXECUTIVE BOARD
1. There shall be an Executive Board of FLAG consisting of the officers of FLAG, Standing Committee Chairpersons, Regional Coordinators, and the Gifted Program Consultant from the Florida Department of Education.
2. The Executive Board shall have general supervision of the affairs of FLAG.
3. The President of FLAG shall be Chairperson of the Executive Board, and the Governance Secretary of FLAG shall be Secretary of the Executive Board.
4. The Executive Board shall be called for a physical meeting during the period of the Annual Business Meeting. Additional meetings of the Executive Board shall be held on the call of the President or upon petition in writing by ten or more voting members. Any issue may be decided by a mail or telephone or other electronic ballot of the Executive Board, provided that no member of the Executive Board requests that it be referred to a physical meeting.
5. All actions of the Executive Board may be published in the FLAG Newsletter for review by the membership. Minutes of the meetings of the Executive Board shall be made available to any member who requests them.
6. A quorum of the Executive Board shall consist of a majority of the Executive Board members. Executive Board members shall receive notice of each meeting at least 30 days in advance. Executive Board meetings shall be open to the membership.
ARTICLE VI. EXECUTIVE COMMITTEE
1. There shall be an Executive Committee of FLAG consisting of the officers of FLAG. The president shall be the chairperson of the Executive Committee
2. The Executive Committee shall have, and may exercise, the powers of the Executive Board in the interim between Board meetings, except that the Executive Committee shall not have the power to adopt the budget, or to take any action which is contrary to, or a substantial departure from the direction established by the Board, or which represents a major change in the affairs, business, or policies of FLAG. The Executive Committee shall submit reports on actions taken to the Board.
3. Meetings of the Executive Committee shall be called by the president. Notice of the time, place, and purpose of the meeting shall be given to each member of the Executive Committee not less than 3 days before the meeting except in case of emergency.
4. A majority of member of the Executive Committee must be present in person or by telephonic or electronic means to constitute a quorum for the transaction of business.
ARTICLE VII. NOMINATION AND ELECTION OF OFFICERS AND CHAIRPERSONS
1. Nominations of the FLAG offices of President, President Elect, Governance Secretary, Treasurer, Conference Committee Chair, Advocacy Committee Chair, Public Relations Chair, By-Laws Chair, Education Chair, and Membership Involvement Chair shall be made by the Nominating and Elections Committee. Election procedures shall be under the supervision of the Executive Board. Those eligible for nomination are regular members in good standing who meet the membership requirements specified in Article IV of the Constitution.
2. The slate of nominees shall be approved by the Executive Board prior to balloting, and a provision shall be made on the ballot for write-in candidates.
3. Elections shall take place by mail or by electronic means. The chair of the Nominations and Elections Committee shall submit the ballot to the membership at least 30 days prior to the annual business meeting. The ballots shall be counted by the Nominations and Elections Committee prior to the annual business meeting. In case of more than two nominees for one office, the nominee receiving the largest number of votes shall be regarded as elected. If there is only one nominee for an office, that nominee shall be deemed elected to office.
4. Should any Chairperson not complete their term in office, the President shall call for nominations from any regular member and call a special meeting to occur no more than 31 days later in which nominated persons will briefly state their qualifications for the position and then a vote will be held, in person or electronically as describe in the By-Laws. The candidate receiving a plurality of the vote will complete the term of the vacated chairperson and not be prevented from running for a successful 2-year term.
ARTICLE VIII. MEETINGS
1. The place and time of the Annual Conference of FLAG shall be at the discretion of the Executive Board. The purpose of the Annual Conference shall be for the transaction of the business at the Annual Business Meeting, and the presentation of a program on topics concerning gifted children. Notice of the Annual Conference and Annual Business Meeting shall be given to all members at least 30 days prior to the date thereof.
2. A quorum at the Annual Business Meeting shall be defined as at least ten percent of the voting members in good standing.
3. The Conference Committee Chairperson shall render to the Treasurer a formal accounting of all income and expenditures of the Annual Conference of FLAG within 120 days of the completion of the Conference.
4. Other conferences and/or business meetings of FLAG may be held at the discretion of the Executive Board, provided that the membership shall receive notification of such meetings.
5. Regional meetings maybe held under the auspices of FLAG under the supervision of a Regional Coordinator with prior approval of the Executive Board. The Regional Coordinator shall render a formal accounting of all income and expenditures within 60 days of such meeting.
ARTICLE IX. REGIONAL COORDINATORS
1. The Executive Board of FLAG shall establish four regions of Florida, each to have a Regional Coordinator to be appointed by the President with the approval of the Executive Board. Regional Directors shall serve a term of two years.
2. The Regional Coordinators of odd-numbered regions shall be appointed in odd-numbered years. Those for even-numbered regions shall be appointed in even-numbered years.
3. In case of a vacancy, the President, with the approval of the Executive Board, shall appoint a new Regional Coordinator to fill the remainder of the term.
4. It shall be the responsibility of each Regional Coordinator to collect and disseminate information within the region, to aid the Membership Chairperson with membership recruitment in the region, and to coordinate professional development activities in the region, as appropriate.
ARTICLE X. COMMITTEES
1. The Standing Committees of FLAG shall be as follows:
A. The Conference Committee shall consist of at least three members of FLAG with the President-elect serving as Chairperson. It shall be the function of the Committee to make arrangements for the program and the annual conference of FLAG in accordance with the provisions of Article VIII.
B. The Advocacy Committee shall consist of at least three members of FLAG. The Chairperson shall be designated by the President with the approval of the Executive Board. It shall be the function of the Advocacy committee to represent the special educational needs of gifted students, including those from typically underrepresented populations and twice-exceptional gifted students. Additionally, it shall be the function of this Committee to influence the Florida Legislature and, when directed by the Executive Board, the US Congress, on issues consistent with the mission of FLAG.
C. The Public Relations Committee shall consist of at least three members of FLAG. The Chairperson shall be designated by the President with the approval of the Executive Board. It shall be the function of this Committee to solicit, review, and disseminate information pertinent to the field of gifted education through electronic and/or print resources including the FLAG Newsletter and FLAG website. The Committee shall advise and/or coordinate technology applications and requirements for FLAG’s meetings and events, as deemed necessary and/or effective.
D. The Bylaws Committee shall consist of at least three members of FLAG. The Chairperson shall be designated by the President with the approval of the Executive Board. It shall be the function of this Committee to update and revise the Bylaws as deemed appropriate. Such proposed changes shall be submitted to the President and the Executive Board for ratification. If ten percent (10%) of the voting membership presents proposed changes in writing to either the Chairperson of this Committee or directly to the President, such proposed changes shall be considered by this Committee and presented to the Executive Board for ratification.
E. The Nominating and Elections Committee shall consist of a Chairperson and at least two other voting members of FLAG. The Chairperson shall be the Immediate Past President of FLAG. Other members shall be Regional Coordinators. It shall be the function of the Committee to call for nominations for all elected offices from the voting membership, develop a slate of nominees, and to conduct elections.
F. The Education Committee shall consist of a Chairperson and at least two members of FLAG who are engaged in training teachers of the gifted. The Chairperson shall be designated by the President with the approval of the Executive Board. It will be the function of the Education Committee to develop and/or review online training, monitor and review professional standards for gifted educations, review the evaluation of the Annual Conference, and provide input to the President-Elect for planning the theme and program for present and future annual conferences. Through its activities, the committee shall strive to foster sensitivity, understanding and increased knowledge of the special attributes of Florida’s diverse gifted population.
G. The Membership Involvement Committee shall consist of at least three members of FLAG including one parent representative, one teacher representative and one Region Coordinator. The Chairperson shall be designated by the President with the approval of the Executive Board. It shall be the function of this Committee to collaborate with Region Coordinators on innovative solutions to increasing FLAG membership, oversee the FLAG Awards process, including nominations, selection, and presentation, provide assistance to existing gifted support groups, and serve as liaison for FLAG to parents and teachers of gifted students, as well as the others in the community at large.
2. Special Committees may be designated from time to time by the President, with purpose and composition to be proposed by the President to the Executive Board. Approval of each such committee must be gained through a majority vote of the members of the Executive Board prior to the initiation of any functions of such a committee.
ARTICLE XI. AMENDMENTS
1. These Bylaws may be amended by a simple majority vote of the Executive Board of FLAG. The general membership shall be informed of the amendment(s) in writing within 30 days.
2. If the amendment shall result in ten or more written protests or objections to the amendment(s) within a 90 day period of such notification being given, the amendment will be reconsidered and will be placed on the next general ballot for vote by the general membership.
ARTICLE XII. AFFILIATIONS
1. A local Association for the Gifted in Florida having at least 10 members who are members of FLAG wishing to affiliate with FLAG should submit in writing their desire to affiliate with FLAG to the current President of FLAG to be forwarded to the Membership Chairperson for verification of membership status. The Executive Board will then consider the request using the National Association for the Gifted Children affiliation rules as guidelines.
2. If FLAG wishes to affiliate with another organization, the Executive Board will present this to the voting membership. Approval shall be by simple majority of the voting members.
ARTICLE XIII. RULES OF ORDER
1. Roberts' Rules of Order, Newly Revised shall be adopted as the official Parliamentary Procedural guidelines for use in all FLAG meetings where applicable and in which they are not inconsistent with these Bylaws.
ARTICLE XIV. SEAL
1. The seal of the Corporation shall be retained by the Governance Secretary and include the words, "Florida Association for the Gifted, Inc."
ARTICLE XV. PERPETUATION
1. The association shall exist in perpetuation unless otherwise dissolved.
2. Upon dissolution of FLAG, the Executive Board shall see all just debts are paid. Any funds remaining shall be distributed to one or more qualified charitable or educational organizations to be selected by the Executive Board.
ARTICLE XVI. CONFLICTS OF INTEREST
1. For purposes of this provision, the term "interest" shall include personal interest, interest as director, officer, member, or beneficiary of any concern and having an immediate family member who holds such an interest in any concern. The term "concern" shall mean any corporation, association, trust, partnership, limited liability entity, firm, person or other entity other than the organization.
2. No director or officer of the organization shall be disqualified from holding any office in the organization by reason of any interest in any concern. A director or officer of the organization shall not be disqualified from dealing, either as vendor, purchaser or otherwise, or contracting or entering into any other transaction with the organization or with any entity of which the organization is an affiliate. No transaction of the organization shall be voidable by reason of the fact that any director or officer of the organization has an interest in the concern with which such transaction is entered into, provided:
A. The interest of such officer or director is fully disclosed to the board of directors.
B. Such transaction is duly approved by the board of directors not so interested or connected as being in the best interests of the organization.
C. Payments to the interested officer or director are reasonable and do not exceed fair market value.
D. No interested officer or director may vote or lobby on the matter or be counted in determining the existence of a quorum at the meeting at which such transaction may be authorized.
3. The minutes of meetings at which such votes are taken shall record such disclosure, abstention, and rationale for approval.
ARTICLE XVII. INDEMNIFICATION
1. Any Executive Officer that is found to be in good standing, acting in an official capacity with respect to their stated duties, and not found to be derelict or neglecting their duties will be indemnified against personal civil cases.