The Florida Association of Genetic Counselors (FLAGC)

I

NAME AND PURPOSE

1.1 NAME.  The name of the organization is the Florida Association of Genetic Counselors (FLAGC). 

1.2 PURPOSES.  The purpose of the FLAGC is:

• To develop and sponsor activities that will promote professional development of the career of genetic counseling

• To support and conduct education to increase public awareness of genetic counseling

• To encourage communication and alliances that will facilitate access to genetic counseling services and genetic counseling education in the state of Florida

1.3 NONPROFIT OPERATION.  The FLAGC is a nonprofit organization incorporated in the state of Florida. 

This corporation shall engage in no activity which is prohibited to corporations and is exempt from federal income taxes under subdivisions of Section 501 (a) of the Internal Revenue Code of 1986 as an organization described in Section 501 (c)(6) of said Code or corresponding section of any future federal tax code.

1.4 AFFILIATION.   The corporation is a state chapter of the National Society of Genetic Counselors, Inc. (NSGC).

II

MEMBERSHIP

2.1 CLASSES OF MEMBERS AND ELIGIBILITY.  There shall be three classes of members of the corporation: full members and associate members.  The full and associate members of the corporation shall reside or work in the state of Florida.

A.  An individual becomes eligible to become a full member by holding a degree from a Master’s program established for the training of genetic counselors or any individual who is board eligible or board certified in genetic counseling. Full members must be a member of NSGC as FLAGC is a state chapter of NSGC. Full Members may attend all meetings, vote, serve on the Board of Directors, be elected officers, and serve on, or chair, committees.

B.    An individual becomes eligible to become an associate member by being enrolled in a Master’s program established for the training of genetic counselors, being an active candidate or certified by the ABMG, being credentialed by the Genetic Nursing Credentialing Commission of International Society of Nurses in Genetics (ISONG) or through the American Nurses Credentialing Center (ANCC), or being a professional in the state of Florida with job responsibilities related to clinical genetics. Associate Members may attend all open meetings and serve on committees. If there is a question regarding the eligibility of an individual desiring to become an associate member, the application will be reviewed by the education committee who will ultimately make the ruling on membership status. Associate Members may not attend closed meetings, vote, serve on the board of directors, be elected officers or chair committees.

C. An individual becomes eligible to become an affiliate member if they are not eligible to become a full or associate member. Affiliate Members may not attend closed meetings, vote, serve on the board of directors, be elected officers or chair committees.

2.2 VOTING AND GOOD STANDING.  Any person, holding a full membership in good standing, shall be entitled to one vote on all matters coming before the membership.  Associate members shall not be entitled to vote. 

2.3 WITHDRAWAL. Any member of the corporation may withdraw from membership by delivering a written resignation to the Secretary.  

III

 MEETINGS

3.1 PLACE OF MEETINGS.  Annual and special meetings of the members shall be held at a time and place in Florida determined by the Education Committee Chair. 

3.2 ANNUAL MEETING.  An annual meeting of members shall occur. The specific date, time, and location of the annual meeting will be determined by the Education Committee Chair.  The location of the next annual meeting will be proposed at the most recent annual meeting, though is subject to change at the discretion of the Education Committee Chair. At annual meetings, the members shall elect directors, receive reports on the activities of the association, determine the direction of the association for the next year, and have educational and networking opportunities made available. 

3.3 SPECIAL MEETINGS.  Special meetings may be called by the chair, the Board of Directors, or a simple majority of the board of directors.  A petition signed by five percent of voting members may also call a special meeting. 

3.4  NOTICE OF MEETINGS. Electronic notice of each meeting shall be sent to each voting member, by email, not less than two weeks prior to the meeting. 

3.5  QUORUM.  The members present at any properly announced meeting shall constitute a quorum. 

3.6 VOTING.  All issues to be voted on shall be decided by a simple majority of the members. It is preferred that members vote in person at the meeting at which the vote takes places. It may occur that an electronic ballot is made available, in which case an electronic notice of this option shall be sent to each voting member. 

IV

BOARD OF DIRECTORS

4.1 BOARD OF DIRECTORS.  The business and affairs of the corporation shall be managed by a Board of Directors which is the governing body of the corporation.  The Board of Directors shall meet as often as necessary to conduct the business of the corporation, but at least every other month by conference call.  All official board meetings require that each board member have written notice at least two weeks in advance.  The board receives no compensation other than reasonable expenses. 

4.2 NUMBER AND SELECTION OF DIRECTORS.  The Board of Directors shall consist of the elected officers including the President, President-Elect, Secretary, and Treasurer, as well as a Member at Large and other committee chairs or members as the Board of Directors shall from time to time determine.  The board shall have a minimum of four and maximum of twenty members. There shall be four elected officers on the Board of Directors (collectively, the “Executive Officers”): President, President-Elect, Secretary, and Treasurer, whose duties are outlined in Article V. A Member at Large will be appointed to serve in an advisory role on the Board of Directors. The Executive Officers will vote annually on committee chair and other appointees to the Board of Directors. The Member at Large will serve as the tie breaker if necessary. 

4.3 TERMS.  The office of President, President-Elect, Secretary, and Treasurer will be held for two years.  Upon expiration of the two-year period, the President-Elect shall automatically assume the position of President for the purposes of stability and continuity with respect to the governance of the corporation. Any other board members, and the Member at Large, will hold single year terms. 

4.4. BOARD ELECTION.  New directors shall be elected by the voting representatives of members, excluding the office of President, which will be held by the transitioning President-Elect. Directors will be elected by a simple majority vote of the members at the annual meeting. Electronic/absentee ballot submission may be made available for members not present at the annual meeting or in the event the annual meeting is not held. Any full member can nominate a candidate to the slate of nominees by electronic submission to the Secretary one month prior to the annual meeting. 

4.5 REMOVAL.  Any director may be removed from office with or without cause at any annual or special meeting of the members by the affirmative majority vote of the members of the corporation or by affirmative majority of the Directors then serving.

4.6 VACANCIES.  When a vacancy on the board exists mid-term, the secretary must receive nominations for a replacement from the present board members two weeks in advance of a board meeting.  These nominations shall be sent out to board members with the regular board meeting announcement, to be voted upon at the next board meeting.  These vacancies will be filled only to the end of the particular board member’s term. 

4.7 ACTION WITHOUT A MEETING.  Any action required or permitted at any meeting of the Board of Directors or a committee thereof may be taken without a meeting, without prior notice and without a vote, if all of the directors or committee members entitled to vote thereon consent in writing.  Said written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes.

4.8 POWERS OF THE BOARD OF DIRECTORS.  The Board of Directors shall have charge, control and management of the business, property, personnel, affairs and funds of the corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(6) of the Code not inconsistent with these bylaws, the Articles of Incorporation or the laws of the State of Florida.  

V

OFFICERS AND DUTIES

5.1 OFFICERS.  The officers shall be a President, President Elect, Secretary, and Treasurer (collectively, the “Executive Officers”).  There may also be additional officers if the Board of Directors deems it appropriate.

5.2 PRESIDENT.  The President, who shall be a member of the Board of Directors, shall serve as Chairperson of the Board and shall be the chief executive officer of the corporation and shall preside at all meetings of the members and of the Board of Directors at which the President is present.  The President shall see that all orders and resolutions of the Board of Directors are carried into effect, and shall have the general powers of supervision and management usually vested in the chief executive officer of a corporation.  The President shall also have the general powers of supervision and management over the day-to-day operations of the corporation. 

5.3 PRESIDENT ELECT.  The President-Elect shall have such duties as determined from time to time by the Board of Directors or the President.  The President Elect shall perform the duties of the President in the President's absence. He or she will observe the President and become familiar with the operations of the Corporation.

5.4 SECRETARY.  The Secretary will be responsible for keeping records of board actions, including overseeing the take of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each board member, and ensuring that corporate records and contracts are maintained. A member list, including demographic and contact information of all full and associate members, shall be maintained by the Secretary.

5.5  TREASURER.  The Treasurer shall have charge of the funds of the corporation, except for such funds as the Board of Directors may designate; shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the corporation; and shall render reports from time to time as requested by the Board of Directors of his or her activities and the financial condition of the corporation.  The Treasurer may also help develop fundraising plans. The Treasurer will ensure that financial, tax, and insurance records are maintained.  All funds received by the Treasurer shall immediately be deposited in a depository designated by the Board of Directors.  The Board may require that the Treasurer be bonded.

VI

INDEMNIFICATION

6.1 INDEMNIFICATION.  Each person who is or was a director or officer of the corporation shall be indemnified by the corporation to the fullest extent permitted by the corporation laws of the State of Florida as they may be in effect from time to time.  The corporation may purchase and maintain insurance on behalf of any such person against any liability asserted against and incurred by such person in any such capacity or arising out of his status as such, whether or not the corporation would have power to indemnify such person against such liability under the preceding sentence.  The corporation may, to the extent authorized from time to time by the Board, grant rights to indemnification to any employee or agent of the corporation to the fullest extent provided under the laws of the State of Florida as they may be in effect from time to time.

VII

COMMITTEES

7.1 COMMITTEES.  Standing committees include the Public Affairs committee, Education and Outreach committee, Development committee, Social Media committee, and the Diversity, Equity and Inclusion (DEI) Committee.  The Board of Directors may establish such standing or special committees from time to time as it shall deem appropriate and shall define the powers and responsibilities of such committees.  

IX

CONTRACTS, CHECKS AND DEPOSITS

9.1 CONTRACTS.  The Board of Directors may authorize any officer or officers, agent or agents of the corporation who are not specifically so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances; provided that such authorization shall be confirmed by written resolution. 

9.2 CHECKS.  All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation, shall be signed by the Treasurer.  Expenditures over $500 must be approved by both the Treasurer and President.

9.3 DEPOSITS.  All funds of the corporation shall be deposited upon receipt to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select. 

9.4 CONTRIBUTIONS AND GIFTS.  The Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose, or for any special purpose, of the corporation. 

X

BOOKS AND RECORDS

10.1 BOOKS AND RECORDS.  The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the Board of Directors.   All books and records of the corporation may be inspected by any director, or his or her agent or attorney for any proper purpose at any reasonable time. 

XII

AMENDMENTS

12.1 AMENDMENTS.  These bylaws may be amended when necessary by two-thirds majority of the board.  Proposed amendments from the membership must be submitted to the secretary.

v4 Amended 9/22/2022