NON-PROFIT CORPORATE BYLAWS

Florida Association of Management Information Systems, Inc. (FAMIS) Bylaws

Revised: May 2025
Approved: June 25, 2025


Article I: Name and Purpose

Section 1. Name

The name of this corporation is the Florida Association of Management Information Systems, Inc., referred to as “FAMIS” or “the Association”. The business of the corporation may be conducted as the Florida Association of Management Information Systems, Inc. or FAMIS.

Section 2. Purpose

FAMIS is organized exclusively for charitable, educational, and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or any corresponding future federal tax code. FAMIS meets the requirements of Internal Revenue Code Section 508(c).

Section 3. Objectives

The Association’s objectives include:

    1. Fostering collaboration between professional organizations and the educational community on information technology matters.
    2. Supporting the development of workshops and resources on information systems.
    3. Promoting best practices and innovation in implementing and using information systems for management and decision-making.
    4. Facilitating the integration and use of information from various sources.
    5. Encouraging cooperative relationships for sharing best practices and resources.
    6. Providing professional development opportunities to the educational community.
    7. Functioning as a liaison between the school districts of Florida and the Florida Department of Education.

Section 4. Powers

FAMIS has the power to engage in any lawful activity that supports its charitable purposes, including accepting contributions and collaborating with other organizations.

Section 5. Nonprofit Status and Limitations

    1. Nonprofit Status. FAMIS is a Florida non-profit public benefit corporation, recognized as tax-exempt under Section 501(c)(3) of the Internal Revenue Code.
    2. Limitations. No director, officer, employee, member, or representative shall act in a way that jeopardizes the Association’s tax-exempt status. No part of the net earnings shall benefit any private person, except for reasonable compensation for services rendered.
    3. Dissolution. Upon dissolution, assets will be distributed to one or more qualifying 501(c)(3) organizations with similar charitable purposes, preferably located in Florida as determined by a majority of the voting members of the Steering Committee. If no suitable organization is found, assets will be distributed to the State of Florida’s general fund.


Article II: Membership

Section 1. Membership Categories

    1. Voting Members: One designated representative with district-wide information systems responsibilities from each Florida K-12 public school district and lab schools that report data to the Florida Department of Education through their Automated Student and Staff Information system.
    2. Associate Members: Other public school district and consortium employees who support instructional technology and/or information systems.

Section 2. Voting Rights

    1. Each voting member is entitled to one vote.
    2. If a voting member is unable to attend a meeting, an associate member from the same district may vote in their place.


Article III: Meetings

Section 1. Annual Meeting

    1. The Association shall hold an annual meeting, typically at the Organization’s annual conference.

Section 2. Special Meetings

    1. The Chairperson may call special meetings as needed with the concurrence of the majority of the voting members of the Steering Committee.
    2. Special meetings may also be called upon a written petition of 50% or more of the voting members.

Section 3. Notice and Quorum

    1. Written notice of meetings, including a tentative agenda, shall be provided at least two weeks in advance.
    2. A quorum shall consist of the voting members present at a meeting, provided that two weeks’ written notice has been given.

Section 4. Location of Meetings

    1. Meetings may be held in-person within the state of Florida, or virtually on a universally available audio/video conferencing platform at the discretion of the Chairperson with the concurrence of the majority of the voting members of the Steering Committee.


Article IV: Officers and Steering Committee

Section 1. Officers

    1. The officers of the Association are the Chairperson, Vice Chairperson, Recording Secretary, and Treasurer.

Section 2. Steering Committee

    1. The Steering Committee consists of the officers, eight elected Members-at-Large, the immediate Past Chairperson, and ex-officio members.

Section 3. Ex-Officio Members

    1. The Chairperson may appoint ex-officio members to the Steering Committee, subject to Steering Committee approval.
    2. Ex-officio members may participate in discussions but do not have voting rights.

Section 4. Elections and Terms

    1. Officers (except the Treasurer and Recording Secretary) serve a one-year term.
    2. At the end of their term, the Vice Chairperson will automatically succeed the Chairperson.
        1. If the Chairperson resigns before the end of their term, the Vice Chairperson will automatically succeed them for the remainder of their term and the following year.
        2. If the Vice Chairperson is unable or unwilling to succeed the Chairperson, the new Chairperson will be determined by a majority vote of the Steering Committee.
    3. The Past Chairperson position will be held for one year by the former Chairperson immediately following their term as Chairperson.
    4. The Vice Chairperson will nominate the next Vice Chairperson, subject to approval by the Steering Committee.
    5. Members-at-Large serve a two-year term, with elections staggered to ensure continuity.
    6. The Treasurer and Recording Secretary positions are affirmed or denied annually by the voting members at the annual meeting.
    7. The term of office commences at the close of the annual meeting and ends at the close of the next annual meeting.
    8. If a Steering Committee member no longer represents the district or consortium from which they were originally elected as a voting member of the Steering Committee, they will be removed from the steering committee. The Chairperson will then declare a vacancy, which will be filled as outlined in Section 5.

Section 5. Vacancies

    1. The Steering Committee nominates its members. These nominations are then approved by a majority vote of the association’s voting members at the annual meeting.
    2. The Chairperson will appoint a member to fill any Steering Committee vacancies with a majority vote of the Steering Committee. When a term is complete, appointed members are eligible for election to the position.

Section 6. Regular Meetings

    1. The Steering Committee meets at least three times per year, including an organizational meeting immediately preceding the Association’s annual meeting
    2. The Chairperson is responsible for scheduling meetings and selecting the meeting locations. Subject to review of the full Steering Committee. While in-person meetings must take place within the state of Florida, virtual meetings are permitted if conducted on a universally accessible audio/video conferencing platform.
    3. Written notice of meetings, including a tentative agenda, shall be provided at least two weeks in advance.
    4. A quorum shall consist of the voting members of the Steering Committee present at a meeting, provided that two weeks’ written notice has been given.

Section 7. Emergency Meetings

    1. The Chairperson or a majority of the steering committee may call an emergency meeting of the Steering Committee when necessary.
        1. An emergency is defined as a matter of critical importance that requires immediate attention before the next regular meeting.
        2. The agenda of an emergency meeting will be limited to the urgent issue(s).
        3. Every effort will be made to contact all voting members of the Steering Committee and schedule the meeting when a majority can attend.
        4. A quorum for an emergency meeting requires at least three-fourths of the voting members. If a quorum is not met, all matters discussed during the emergency meeting must be communicated in full to the absent members by phone or email for their vote.
        5. An emergency meeting may take place in person within the state of Florida or through a universally accessible audio/video conferencing platform.

Section 8. Responsibilities

    1. The Steering Committee manages the affairs of the Association, including setting meeting agendas, approving budgets, and making recommendations to the full membership.

Section 9. Attendance

    1. A Steering Committee member who misses two consecutive meetings without a valid excuse (as determined by a majority vote of the remaining Steering Committee members) may be removed from the Steering Committee.

Section 10. Removal of Chairperson

    1. The Steering Committee may remove the chairperson by a three-fourths vote if it is determined that the chairperson no longer represents the organization’s best interests.
    2. The Vice Chairperson would automatically complete the term of the Chairperson.


Article V: Committees

Section 1. Standing Committees

    1. Florida Department of Education (DOE) Initiative Committee

The primary objective of the DOE Initiative Committee is to explore and foster collaborative opportunities with the Florida Department of Education (FLDOE) aimed at enhancing statewide data reporting across school districts.

In partnership with the FLDOE’s Data and the Division of Technology and Innovation Office, the committee will organize monthly FAMIS Presents FLDOE MIS webinars to share updates and promote best practices.

Additionally, the committee will support the FAMIS Board in its mission to advocate for and empower MIS departments across the state, ensuring their needs and perspectives are represented statewide.

     2. Conference Committee

The primary responsibility is to plan and organize the Annual Conference. This involves ensuring attendees receive the necessary information to effectively utilize information systems in management and decision-making processes.

The committee is tasked with securing sufficient funding and sponsorships. This is crucial to maintain the conference’s affordability and accessibility for all potential participants.

     3. Bylaws and History Committee

The primary responsibility is to review these rules and report on recommendations for revision to the Steering Committee.

This committee is also responsible for maintaining historical documents related to FAMIS.

Section 2. Special Committees

    1. The Steering Committee may establish special committees as needed.


Article VI: Amendments

Section 1. Amendment Procedures

    1. These bylaws may be amended at any regular meeting by a two-thirds vote of the members present, provided that proposed amendments have been distributed in writing at least two weeks in advance.
    2. Amendments may also be approved electronically by a two-thirds confirmed vote of voting members.


Article VII: Contracts, Finances, and Indemnification

Section 1. Contracts

    1. The treasurer or other individuals designated by a majority vote of the Steering Committee may execute contracts and agreements on behalf of the Association, in accordance with Association-approved policies.
    2. Contracts or expenditures exceeding $10,000 require the approval of a three-fourths majority of the Steering Committee.

Section 2. Checks and Drafts

    1. Checks and other financial instruments are signed by authorized officers or agents.

Section 3. Deposits

    1. Funds are deposited in banks or depositories selected by the officers or a designated committee.

Section 4. Loans

    1. Loans must be authorized by resolution of a three-fourths majority of the Steering Committee.

Section 5. Indemnification

    1. The Association shall indemnify officers and agents against reasonable expenses incurred in legal proceedings related to their service to the Association.


Article VIII: Miscellaneous

Section 1. Fiscal Year

    1. The fiscal year is January 1 to December 31.

Section 2. Parliamentary Procedures

    1. Robert’s Rules of Order, as revised, governs meeting procedures.


CERTIFICATE OF ADOPTION OF BYLAWS

I do hereby certify that the above stated Bylaws of FAMIS were approved by the FAMIS membership on June 25, 2025 at the annual conference held in Orlando, Florida and constitute a complete copy of the Bylaws of the corporation.

_________________________________________________

Jim Dunn, FAMIS Secretary

_________________________________________________

Dorian Bennett, Chairperson

June 25, 2025