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
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.
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
Section 4. Treasurer
The Treasurer shall;
- be custodian of all funds and securities of the corporation and collect
- 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
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.