FLAIRS By-Laws

Last modified Tuesday, 22-May-2018 15:41:19 EDT.

ARTICLE I. Rules of Order

Section 1. Rules of Order

Robert's Rules of Order, revised, shall govern in all cases not covered by the Constitution and By-laws.

ARTICLE II. Membership

Section 1. Requirements

Membership in FLAIRS shall be open to all those interested in artificial intelligence research in Florida, who subscribe to the purposes of FLAIRS.

Section 2. Election to Membership

Membership is offered to all individuals in attendance at the annual FLAIRS conference. Members must apply in writing to the Board, using the application form provided by FLAIRS, by submitting the completed form. The form may be submitted at the annual meeting, or by posting the application to the Board secretary. The Board must act on all applications within sixty days. Applicants not approved for membership will be informed in writing of the reasons for this decision.

Section 3. Termination of Membership

Membership is terminated if a member does not attend the annual conference for three successive years. This requirement may be waived by the Board upon request from the member. Membership may be terminated by majority vote of the Board.

ARTICLE III. Membership Meetings

Section 1. Annual Meeting

There shall be an annual meeting of the members of FLAIRS at the annual conference. If the conference is not held, the President will call the annual meeting.

Section 2. Special Meetings

Special meetings may be held at the call of the President or within sixty days of a written request of a majority of the Board.

Section 3. Notice

The time and place of the annual meeting will be published in the advance program for the annual conference. Advance notice of any special meeting will be made by post or email to all members.

Section 4. Order of Business

The order of business at the annual meeting: - Call to order by President - Proof of notice of meeting - Approval of minutes from previous meeting - Report of President - Report of Treasurer - Report of Secretary - Reports of Committees - Election of Members - Elections of Officers - Old Business - New Business - Adjournment

Section 5. Voting

Every member of FLAIRS, certified according to these by-laws, shall be entitled to vote in person upon every proposal properly submitted to vote at any meeting of the members.

ARTICLE IV. Board of Directors ("the Board")

Section 1. Number and Term of Directors

The business, property and affairs of this corporation shall be managed by a Board of Directors composed of the officers, and three elected delegates. The elected delegates directors shall serve staggered two-year terms. A conference chair or program chair from the preceding conference shall be ex-officio members of the Board.

Section 2. Qualifications

The Directors shall be members of FLAIRS at the time of their election and throughout their tenure.

Section 3. Duties

The Board shall transact all business of FLAIRS. It shall determine the policies, fiscal matters, employment of staff and other personnel policies and in general assume responsibility for the guidance of the affairs of the corporation.

Section 4. Quorum

The presence of a majority of all the directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board.

Section 5. Meetings

The Board shall meet immediately following the annual meeting of members each year, and otherwise shall meet as called by the president. A majority of the Board may demand that a meeting be called within thirty days. Notice of each meeting shall be given to each director not less than ten days before the meeting unless each director shall waive notice thereof before, at, or after the meeting.

Section 6. Vacancies

Vacancies in the Board shall be filled by election by the remaining Directors. Each person so elected to fill a vacancy shall remain a Director until his successor has been elected by a vote of the membership, who may make such election at their next annual meeting, or at any special meeting duly called for that purpose and held prior thereto.

Section 7. Removal of Directors, Officers and Employees

Any Director, officer or employee may be removed by the Board whenever, in the judgment of the Board, the best interests of the corporation will be served thereby, by a two-thirds vote of the Board. Failure to attend two consecutive meetings without a valid excuse shall constitute cause for the removal of a Director.

Section 8. Delegation of Powers

For any reasons deemed by the Board, the Board may delegate any power or duty of any officer or director.

Section 9. Investments

All investments of funds of the corporation shall be approved by the Board. [Amendment 05/17/08] Any certificate of deposit belonging to FLAIRS must be countersigned by the Treasurer and another member of the FLAIRS board to be cashed, and, a simple majority of the FLAIRS Board must approve cashing the certificate of deposit.

Section 10. Annual Reports

The President and Treasurer shall present their respective reports of the operation of the corporation for the previous year, at the annual meeting of the membership.

ARTICLE V. Duties and Election of Officers

Section 1. Officers

The officers of the Board shall be the officers of the corporation. They shall consist of the President, the Vice-President, Secretary and Treasurer, all of whom shall be members of the Board. Each officer shall be elected to hold office for a period of one year.

Section 2. The President

The President shall: - preside at all meetings of the membership and the Board; - effect all committee and officer appointments made by the Board - be a member ex-officio of all committees; - perform all other duties usually pertaining to the office of the President.

Section 3. The Vice-President

The Vice-President shall: - preside at all meetings in the absence of the President; - perform all other duties usually pertaining to the office of the Vice-President.

Section 4. Treasurer

The Treasurer shall; - be custodian of all funds and securities of the corporation and collect interest thereon; - keep a record of the accounts of the corporation and report thereon at each regular meeting of the Board; - make a report at the annual meeting and special reports as requested; - deposit all monies in the name of FLAIRS, at a bank or banks selected and designated by the Board, subject to withdrawal for authorized purposes; - prepare and file reports and returns as required by government agencies; - make the accounts and records of the corporation available for audit annually, at the expense of the corporation; - perform such other duties as may be delegated by the Board.

Section 5. Secretary

The Secretary shall: - record the minutes of all meetings; - write up the minutes; - have custody of the seal of the corporation; - give notice of all meetings required by statutes, by-laws or resolutions; - take attendance at all meetings; - maintain committee reports; - carry on all necessary correspondence of the corporation; - perform such other duties as may be delegated by the Board.

Section 6. Nomination of Officers

The Board shall nominate at least one candidate for each office, and for the at-large delegates. These nominations shall be announced at the annual meeting. Any three members may submit other nominations prior to or at the annual meeting, to the Secretary. All nominees must be members and must accept the nomination at the meeting or by notifying the Secretary.

Section 7. Election of Officers

Officers and at-large delegates shall be elected at the annual meeting. All members in attendance shall be eligible to vote. A majority of those voting shall be required for an election. If no majority is received by any candidate on the first ballot, a run-off will be held between the candidates ranking first and second on the first ballot.

ARTICLE VI. FLAIRS Conference

FLAIRS shall sponsor an annual Conference, unless otherwise determined by the Board.

ARTICLE VII. Publications

FLAIRS shall publish the Proceedings of the Conference, and, occasionally, a post-Conference refereed volume of selected papers, unless otherwise determined by the Board.

ARTICLE VIII. Grants and Contracts

FLAIRS shall be permitted to apply for grants and contracts to support its operations, and to improve and sponsor AI research in Florida. FLAIRS shall be guided in all its activities by its goal of promoting cooperating in AI research among academic, industrial and government institutions.