Constitution


ARTICLE I

Name & Principal Office

Section 1   The name of this voluntary trade association shall be the Florida Association of College Stores, INC. hereinafter also referred to as FACS and/or the Association.

Section 2   The principal office of the Association shall be at the location of the Treasurer, or such other place as may, from time to time, be selected by the Board of Trustees.

Section 3   The name of this Association shall not be used in a manner which implies product or service endorsement without written prior approval by the Board of Trustees of the Florida Association of College Stores, INC.
 

ARTICLE II

Purpose

Section 1   The purpose of this Association shall be:

A) To promote a high standard of business methods and ethics amongst its members.

B) To enhance the college store industry in Florida through service, education and research.

C) To unite in one organization those persons employed by enterprises whose major business is the retail sale of books, supplies and/or other merchandise to students and faculties of higher education in Florida.

D) To encourage a fraternal spirit amongst its members and a cooperative spirit in the business affairs of its members.

E)  To cooperate with others in the higher education community in order to foster a better understanding of the college store industry.

Section 2   This Association is not organized for pecuniary profit and no dividends or distribution of the property of the Association shall be made until all debts are fully paid, and then only upon its final dissolution.  No such distributions, if any, shall be made except by vote of three-fourths of the members.
 

ARTICLE III

Membership

Section 1A)   Store Membership Eligibility:  Any organization whose method of doing business is satisfactory to the Board of Trustees, and whose major business is the selling of books, supplies and/or other merchandise to students and faculties of higher education in Florida, shall be eligible for active membership in the Association. 

Section 1B)   Admission:  Any organization meeting the above qualifications may apply for active membership in the Association, with application being made to the Board of Trustees.  Upon payment of the annual dues of this association, the organization shall officially be accepted as an active member by the Board of Trustees.

Section 1C)   Expulsion:  Any active member may be expelled from this Association by a majority vote of the Board of Trustees for nonpayment of dues or by a majority vote of the membership for any other reason.  Once a member is expelled, they must reapply under Article III Sections 1A and 1B.

Associate Members

Section 2A)   Associate Members Eligibility:  Firms who engage in providing goods and services to higher education stores may be Associate members, shall be eligible for active membership in the Association. 

Section 2B)   Admission:  Application shall be made to the Board of Trustees.  The Board of Trustees shall base final approval for acceptance into membership on the following:

1) Service to higher education stores, and

2) Applicability and availability of products sold to higher education stores.

Section 2C)   Expulsion:  Associate members may be expelled by the Board of Trustees for cause.  For any cause, other than nonpayment of dues, expulsion shall take place only after the member complained against has been advised of the complaint and has been given reasonable opportunity for defense.  The Board of Trustees may expel any member who is ninety days in arrears in payment of dues.  The Board of Trustees action shall be final.

Honorary Lifetime Members

Section 3A)   Eligibility:  An honorary lifetime member (HLM) in FACS is a special honor bestowed upon individuals in recognition of long and commendable service to the Association, and is the highest form of recognition by the Association.  An Honorary Life Member may be any individual who has fulfilled the duties of a Board Member, and/or has been an active member in good standing for 5 years or more. 

Section 3B)   Admission:  The Board of Trustees may award Honorary Lifetime Membership.

Individual Members

Section 4A)   Eligibility:  Any individual formerly associated with a member store regardless of former capacity or any individual who is not eligible for Store or Associate Membership but who is interested in the purpose of the Florida Association of College Stores, may be eligible for membership.

Section 4B)   Admission:  The applicant requesting individual membership shall submit his/her application to the Board of Trustees for consideration.  Upon approval and payment of annual dues by the individual, he/she shall officially be accepted as a non-voting member of the association. 

Section 4C)   Expulsion:  Individual members may be expelled by the Board of Trustees for cause.  For any cause, other than nonpayment of dues, expulsion shall take place only after the member complained against has been advised of the complaint and has been given reasonable opportunity for defense.  The Board of Trustees may expel any member who is ninety days in arrears in payment of dues.  The Board of Trustees action shall be final.

Affiliate Members

Section 5A)   Eligibility:  Any educational institution that does not qualify for full membership under other categories of membership and whose method of doing business is satisfactory to the Board of Trustees may join FACS as an affiliate member.  Affiliate members receive all services of the association but have no voting rights.

Section 5B)   Admission:  Any organization meeting the above qualifications may apply for affiliate membership in the Association, with application being made to the Board of Trustees.  Upon payment of the annual dues of this association, the organization shall officially be accepted as an affiliate member by the Board of Trustees.

Section 5C)   Expulsion:  Any affiliate member may be expelled from this Association by a majority vote of the Board of Trustees for nonpayment of dues or by a majority vote of the membership for any other reason.  Once a member is expelled, they must reapply under Article III Sections 5A and 5B.


ARTICLE IV

Officers and Board of Trustees

Section 1A)   The Officers of this Association shall be the:

President - It shall be the duty of the President to preside at all meetings and enforce all rules and regulations relating to the administration of the Association.  The President may call special meetings of the Association and all standing and special committees, and Chair of all such committees.  The President or designee shall serve as a representative to the NACS Annual Meeting.

President-Elect - shall exercise all the powers and prerogatives of the President in the absence of the President in meetings of the Association or the Board of Trustees.   Upon the death, resignation, or removal from office of the President, the President-Elect shall assume the office of the President.  This officer shall assume such other duties as the President of this Association may assign to the President Elect from time to time.

Immediate Past President shall serve as an advisor for the President and President-Elect.

Section 1B)   The Board of Trustees shall be the:

President, President-Elect & Immediate Past President.

Three Regional Trustees from North, Central & South Florida who shall be full-time employees or managers of Store Members in good standing when elected.  It shall be the duty of the Regional Trustees to act as a liaison with members in their respective regions. The Regional Trustees will make recommendations to the Board of Trustees on future annual meeting sites.  The Regional Trustees will perform such other duties as may be assigned by the President.

Three Associate Trustees who shall be full-time employees of Associate Members who engage in providing goods and services to college stores when elected.  It shall be the duty of the Associate Trustees to act as liaisons between the associate membership and the Board of Trustees.  The Associate Trustees shall serve as voting members of the Board of Trustees exercising the responsibilities and rights of such membership.  The Associate Trustees shall perform such other duties as may be assigned by the President. 

A Secretary who shall be a full-time employee or manager of a Store Member in good standing when elected, or a full-time employee of an Associate Member, who engages in providing goods and services to college stores when elected.  The Secretary of the Corporation shall be the Parliamentarian and shall interpret and enforce Roberts Rules of Order in accordance with By-Law VIII.   The Parliamentarian shall verify all voting procedures and ballot tabulations.  All ballots shall be retained by the Secretary for one year and shall be open for inspection by any active member.  The Secretary is also responsible for the taking of all minutes of all meetings and is responsible for the quarterly newsletter.

A Treasurer who shall be a full-time employee or manager of a Store Member in good standing when elected, or a full-time employee of an Associate Member, who engages in providing goods and services to college stores when elected.  The Treasurer of the Corporation shall be responsible for securing the annual audit of the Association by an accredited accounting firm.  This officer shall assume such other duties as the President of this Association may assign to the Treasurer of the Corporation from time to time.

Section 1C)   It shall be the duty of the Board of Trustees to have general supervision over the affairs of the Association and determine the policies thereof.  The Board of Trustees, by a three-fourths vote, shall approve contracts and shall authorize the following officers to bind the Association in all contracts to carry out the business of this Association with both signatures required: President & Treasurer.  The Board of Trustees shall submit the proposed annual budget to the Association at the Annual Business Meeting for final approval.  Adequate financial reserves shall be maintained by the Board of Trustees, and reviewed annually.


ARTICLE V

Election of Officers and Board of Trustees

Section 1A)   The President, President-Elect, one Regional Trustee & one Associate Trustee shall be elected at each Annual Meeting. 

Section 1B)   In order to provide geographical representation at all times, the Regional Trustees shall be elected from each region of the state in alternating years.  The regions are North, Central & South shall be defined as:

a)     North Region includes Escambia, Santa Rosa, Okalosa, Walton, Holmes, Washington, Bay, Jackson, Calhoun, Liberty, Gulf, Franklin, Gadsden, Leon, Wakulla, Jefferson, Madison, Taylor, Hamilton, Suwanee, Lafayette, Dixie, Columbia, Union, Bradford, Gilchrist, Alachua, Levy, Baker, Nassau, Duval, Clay, St. Johns, Putnam & Flagler counties.

b)     Central Region includes Citrus, Hernando, Pasco, Pinellas, Hillsborough, Manatee, Sarasota, De Soto, Marion, Sumter, Lake, Seminole, Orange, Osceola, Polk, Hardee, Highlands, Volusia, Brevard, Indian River, Okeechobee & St. Lucie counties.

c)     South Region includes Charlotte, Glades, Lee, Hendry, Collier, Martin, Palm Beach, Broward, Miami-Dade & Monroe counties.

Section 1C)   One Associate Trustee shall be elected by the associate members for a three year term at the Annual Meeting.  Associate members will conduct their own business meeting and elect a representative who will serve as a regular member of the Board of Trustees with full power to act and vote on all matters.

Section 1D)   One Secretary shall be elected by the membership at every third Annual Meeting.

Section 1E)   One Treasurer shall be elected by the membership at every third Annual Meeting.

Section 1F)   All Trustees, Secretaries & Treasurers terms shall be for a three year duration.  No person shall hold the same office for more than two consecutive terms.

Section 2A)   Nominations for the office of President & President-Elect will only be accepted from members who have completed a three year commitment as a Regional Trustee or as an Associate Trustee

Section 2B)   Nominations for the office of President, President-Elect & Regional Trustee shall be presented by the Nominating Committee at the first business session of the Annual Meeting.  Nominations are acceptable from the floor.  Elections shall be conducted by secret ballot at a business session preceding the installation banquet.

Section 2C)   Nominations for the office of Secretary shall be presented by the Nominating Committee at the first business session of every third Annual Meeting.  Nominations are acceptable from the floor.  Elections shall be conducted by secret ballot at a business session preceding the installation banquet.

Section 2D)   Nominations for the office of Treasurer shall be presented by the Nominating Committee at the first business session of every third Annual Meeting.  Nominations are acceptable from the floor.  Elections shall be conducted by secret ballot at a business session preceding the installation banquet.

Section 3A)   In the case of vacancy in the office of President, succession will be in the following order:  President-Elect, then Trustees in order of seniority.

Section 3B)   In the case of vacancy in the office of a Regional Trustee, Secretary or Treasurer the Board of Trustees shall solicit from and submit to the Membership a nominee/s for a mail referendum vote, in order to fill that vacancy for the balance of the term remaining.

Section 3C)   In case of vacancy in the office of the Immediate Past President, the President may appoint a Past President to act as Immediate Past President.

 

Section 3D)   In case of vacancy in the office of Associate Trustee, the Board of Trustees shall solicit from the Associate Membership and submit to the Associate Membership a nominee/s for a mail referendum vote, in order to fill that vacancy for the balance of the term remaining.


ARTICLE VI


Recall Procedures

Section 1)   All members of the Board of Trustees shall be subject to recall by the membership for cause.  Recall can be instituted by a petition to recall for cause signed by not less than 10% of the active membership.

Section 2)   Upon receipt of such a petition by the Board of Trustees, the Board of Trustees shall issue a ballot of recall to the membership for a mail referendum within 15 days of receipt of the petition at the Office of the Association.

Section 3)   To be a valid election at least 50% of the active membership must vote.  Completed ballots must be received at the Office of the Association within 30 days of the date of the ballot.

Section 4)   A  2/3 affirmative vote of the ballots returned shall be considered a valid recall.  The active membership must be notified of the results of such an election. 
 


ARTICLE VII

Amendments

Section 1)   Amendments to the Constitution shall be made only at the Annual Meeting.  All proposed amendments shall be submitted to the Secretary of the Association with a copy to the President 60 days or more in advance of the Annual Meeting. 

Section 2)   Proposed Constitutional amendments, so submitted, shall be presented to the active membership at the Annual Meeting, and to pass, shall receive three-fourths of the votes cast by the active membership.  Absentee ballots will be sent to those store members not issued a ballot at the Annual Meeting which shall be returned to the Office of the Association postmarked no later than 30 days from the closing date of the Annual Meeting, with results being reported by the Parliamentarian in the next newsletter.