The Florida Association of State FloodPlain Managers

The name of this organization shall be "The Florida Floodplain Managers Association, Incorporated", hereinafter sometimes referred to as the "Association."

2. Purposes

The purposes of the Association shall include but are not limited to the following:

a. To enhance the effective operation of floodplain management and floodplain management programs in Florida.

b. To study, research, collect, compile and disseminate information about flooding and floodplain management; hazard mitigation; flood insurance; and, local, state and federal practices, programs and policies as relates to floodplain management; to federal, state and local governments, the private sector and the public in general.

c. To monitor the legislative process and the decision-making processes of the state and federal regulatory agencies as relates to the interests of the membership and to keep the membership informed of same.

d. To develop, promote and conduct educational, information sharing and technical assistance programs relating to floodplain management, including workshops, seminars and conferences, newsletters and websites.

e. To promote a professional floodplain management association comprised of all disciplines of floodplain management.

a. Regular members of the Association shall consist of persons employed by local or regional governments in Florida involved with or interested in floodplain management programs, services or policies that have paid their dues as provided in Section 2 of this Article.

b. Associate members of the Association shall consist of persons employed in the private sector in Florida involved with or interested in floodplain management programs, services or policies that have paid their dues as provided in Section 2 of this Article.

c. Corporate members of the Association shall consist of persons employed in any corporation, business, government or member of the private sector that provide a service in or product for floodplain management which have paid dues as provided for in Section 2 of this Article. Corporate members may hold office in the Association. Corporate members shall be subject to dues as set by the Board of Directors. Corporate members may serve on committees.

a. Annual membership fees of the Association shall be payable on or before January 1^st of each year. Failure to pay dues within 60 days shall result in revocation of membership.

b. The annual dues of the Association shall be determined by the Executive Committee for all classes of membership.

c. Special assessments may be levied and assessed by the Board of Directors for any purpose consistent with the aims and purposes of the Association. Such assessments may be prorated among the membership according to the formula or ratio governing annual dues. Nonpayment of such special assessments shall not be grounds for termination of membership.

d. A portion of the dues may be used to enter into contracts, establish an office of the Association and to employ staff.

e. The Association's fiscal year shall be from January 1^st until December 31^st.

Each regular or associate member of the Association shall be entitled to one vote on business and other matters coming before the Association. Voting by proxy is permitted so long as a written or electronic copy of an authorization designating the person who is approved to cast the vote has been provided to the Executive Director, or as directed by the Board.

The Board of Directors shall be composed of the following members, who shall be selected as provided herein.

District 1 – Citrus, Hernando, Polk, Pasco, Pinellas, Hillsborough, Manatee, Sarasota, Hardee DeSoto, Highland, Okeechobee, Glades, Charlotte, Lee and Hendry and Collier.

District 2 – Madison, Taylor, Hamilton, Suwannee, Lafayette, Dixie, Columbia, Gilchrist, Baker, Union, Bradford, Alachua, Levy, Nassau, Duval, Clay, St. Johns and Putnam.

District 3 – Escambia, Santa Rosa, Okaloosa, Walton, Holmes, Washington, Jackson, Calhoun, Bay, Gulf, Gadsden, Liberty, Leon, Wakulla, Franklin and Jefferson.

District 4 – Indian River, St. Lucie, Martin, Palm Beach, Broward, Dade and Monroe.

District 5 - Flagler, Marion, Volusia, Sumter, Lake, Seminole, Orange, Brevard and Osceola.

Meetings of the Board shall be held at least two times each year and at such times and locations as the Board may determine. Calls for additional meetings may be made by not less than four (4) members of the Board and shall be filed with the Executive Director, or as designated by the Board. The Executive Director shall notify the Board members by mail or electronic mail not less than ten (10) nor more than fifteen (15) days after the filing of the call. The purpose of such call shall be stated therein.

At least fifty percent (50%) of the active Board of Directors or the Executive Committee and one immediate Past President shall constitute a quorum.

An Executive Committee officer of the Association who is absent from two (2) consecutive meetings of the Board of Directors may be terminated as a member of the Board at the Board’s discretion; provided, however, that participation by telephone or video conference call shall not be considered an absence. In the case of a vacancy on the Board of Directors, the President shall name the individual to fill the vacancy for the unexpired term; provided that such individual shall reside in the same Association district.

Each member of the Board of Directors shall be entitled to one vote on any matter coming before the Board. Voting by proxy is permitted so long as the member participates in the meeting via telephone or video conference call.

ARTICLE IV

The Officers of this Association shall be the President, Vice-President (Chairman and Vice-Chairman used synonymously and respectively) Secretary and Treasurer, who shall be elected in the manner and for the terms as provided herein.

a. The President shall preside over every meeting and follow the instructions of the general membership and the Board of Directors. The President shall appoint all committees and discharge all other duties as required by the Bylaws and membership of the Association.

b. The Vice-President shall have and perform all the powers and duties of the President in the President’s absence. In the event of a vacancy in the office of President, the Vice-President may elect to automatically become President.

c. The Secretary shall keep an accurate record of all meetings of the Board of Directors. In the event of a vacancy in the office of Vice-President, the Secretary may elect to automatically become Vice-President.

d. The Treasurer shall oversee the financial affairs of the Association as directed by the Board including, but not limited to, receiving, dispersing and control of funds, deposits, checks, drafts and orders.

The term of office for the officers of the Association shall be for one year commencing on the first day of the month of June following their election at FFMA Annual Business Meeting and concludes on the 31^st day of May of the following calendar year.

The Executive Committee shall be composed of the officers and the most Immediate Past President of the Association. Between meetings of the Board of Directors, the Executive Committee shall conduct the business affairs of the Association and shall carry out such other duties as the Board of Directors shall delegate. The Committee shall oversee the administration of and provide policy guidance to the Executive Director, or as directed by the Board, in the operation of the Association office; give guidance and direction to the Executive Director, or as directed by the Board, in the preparation of program and other arrangements for all meetings of the Board of Directors and the Association general membership; and recommend an annual budget, and submit the same to the Board. At the close of each budget year, the Committee may cause a review or audit to be made of all books of the Association and file copy thereof with the Board of Directors and the Executive Director, or as directed by the Board. The Executive Committee shall review the Association’s long range or strategic plan.

Each office within the Association shall be open for nomination and election at the Annual Meeting of the Association; provided that no more than one associate member may be an Officer at a single time. The President may appoint a committee to make recommendations concerning nominations for the officer’s positions.

In the event of a vacancy in office of one of the officers that is not otherwise filled pursuant to this Article, the procedures described herein shall apply. In the event of simultaneous vacancies in all Association offices, at least four members of the Board of Directors may call a special meeting of the Board to elect replacements.

a. An Officer who terminates his membership with the Association shall resign his office immediately. He shall notify the Executive Director, or as directed by the Board, of his resignation as an officer as soon as possible, who shall immediately notify the remaining members of the Executive Committee and the Board of Directors.

b. The President, at his discretion, may solicit the Board of Directors for nominations to fill the vacancy created by the resignation. Such nominees need not be members of the Board of Directors. Such solicitation shall be by written or electronic notice.

d. If more than one person responds, the Executive Director shall send ballots to the Board of Directors within 10 days after determining that an election for the vacancy is necessary. Ballots shall be returned to the Association offices immediately and counted by the Executive Director, or as directed by the Board, on the tenth day after being mailed to the Board of Directors. The candidate with the highest number of votes shall be elected to fill the vacancy. The President may vote only in cases of a tie.

e. If the President does not act to fill the vacancy as described herein, the Board of Directors shall elect a replacement to fill the unexpired term at their next regularly scheduled meeting.

7. Executive Director, or the Executive Committee in the absence of an Executive Director

a. The Executive Director of the Association shall be nominated by the Executive Committee, subject to confirmation by a majority of the Board of Directors.

b. The Executive Director shall be the executive officer of the Association and, under the direction of the Executive Committee, shall establish and manage the Association office. The Executive Director shall do or cause to be done on behalf of the Association all actions directed by the Executive Committee and shall generally have the power to carry on the business of the Association and to do the things necessary or appropriate to execute the policies, decisions, and instructions of the Executive Committee. The Executive Director or the designee of the Executive Director, shall keep all records of the Association, give notice of all Association meetings at the direction of the President.

The Regional Directors of this Association shall be those members of the Board of Directors selected to represent the five Association districts, who shall be elected in the manner and for the terms as provided herein.

a. The Regional Directors shall attend each Board meeting in accordance with Article III as provided herein.

b. The Regional Directors shall, during their term of office and within their Association district, conduct or sponsor a minimum of one training session or activity, or one informational seminar, for the mutual benefit of the membership.

c. The subject and content of this training shall be consistent with the Purposes of the Association and shall be reported to the Board of Directors.

a. In the event of a vacancy in office of a Regional Director, the President may appoint an interim successor.

b. The President shall appoint the interim successor in accordance with the Membership requirements as provided herein.

c. A Regional Director appointed by the provisions of this Section shall serve the remainder of the vacated term of office.

The Annual Meeting of the Association shall be held at a time to be fixed by the Board of Directors.

Special meetings of the Association may be held from time to time upon call of not less than four members of the Board of Directors. Any such call shall be filed with the Executive Director, or as directed by the Board, who shall call a meeting not less than 10 days nor more than 15 days after the filing thereof. The purpose of such meeting shall be set out in such call.

1. Association Committees

There shall be such standing committees as provided herein. The membership of each committee should include at least one member of the Board of Directors. The Chair of each committee should be a member of the Association.

a. Education – The education committee shall be responsible for the educational programs of the Association, including all certification programs.

b. Membership – The membership committee shall be responsible for soliciting new members, providing membership services and ensuring continuity of the existing membership.

c. Conference – The conference committee shall be responsible for the planning and administration of the annual conference.

d. Communications – The communications committee shall be responsible for the Association’s newsletter, and supervision or administration of the website.

No legislation shall be supported or opposed in the name of the Association except by the direction of the membership of the Association or the Board of Directors, provided the Board of Directors may delegate this power to the Executive Committee.

The Board may authorize any officer, agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of or on behalf of the Association, and such authority may be general or confined to specific instances. The Board of Directors is authorized to enter into a contract with an individual or corporation to provide services as it’s Executive Director.

All checks, drafts, or orders for the payment of money, notes or otherwise evidences of indebtedness issued in the name of the Association, shall be signed by such officers or agents of the Association and in such manner as shall be prescribed and determined by resolution of the Board.

All funds received by the Association shall be deposited from time to time to the credit of the Association in such banks or other depositories as the Board may designate.

Any funds which may come to the Association or be subject to its control, for its use in furthering and promoting the aims and purposes of the Association or its policies, shall be received, disbursed, controlled and accounted for in such manner and under such conditions as shall be prescribed and determined by the Board.

The Association shall have the power to rent, purchase or otherwise own or hold property, including beneficial interests therein, either solely or jointly with other organizations; to solicit and receive contributions; to assess and collect dues; to contract with governmental units, persons, firms or other organizations to procure or provide services or to perform functions by either contracting partly or jointly and to pay or receive money therefor; and to do all such other things as are incidental and proper or reasonable and desirable to carry into effect the purposes of the Association.

ARTICLE X

These Bylaws may be amended at any Annual or Special Meeting by a two-thirds vote of the members of the Association present and voting, provided that such proposed amendment shall not be voted on until at least 30 days notice has been provided to the general membership.

The principal place of business of the Association shall be within the State of Florida, United States of America.

Upon dissolution of the Association, the Board of Directors shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all the assets of the Association to such organization or organizations operating exlusively for charitable, educational, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1953 (or corresponding provision of any future United States Internal Revenue Law), as the Board of Directors shall determine.

In all questions involving parliamentary procedure, including election procedures not covered herein, Robert’s Rules of Order (Revised) shall be considered the governing authority. The Chair shall be the Parliamentarian and shall rule on all issues of parliamentary procedure.

ARTICLES OF INCORPORATION
OF
FLORIDA FLOODPLAIN MANAGERS ASSOCIATION, INC.

The undersigned, all of whom are citizens of the United States of America, desiring to form a non-profit corporation pursuant to Chapter 617.1007, Florida Statutes, do hereby certify as follows:

The name of the corporation shall be: Florida Floodplain Managers Association, Inc.

ARTICLE II Principal Office

The principal place of business and mailing address of the corporation shall be: 719 East Park Avenue, Tallahassee, Florida 32301.

ARTICLE III Purpose

The corporation is organized and shall be operated exclusively for the following purposes:

The corporation is specifically authorized to apply for and operate under any of the recognized exemptions found in section 501(C)(6) of the Internal Revenue Code.

No part of the net earnings of the corporation shall inure to the benefit of any member or Director of the corporation, nor to any other private persons, excepting solely such reasonable compensation that the corporation shall pay for services actually rendered to the corporation. The corporation shall not lend any of its assets to any officer or director of this corporation or guarantee to any person the payment of a loan by an officer or director of this corporation.

No member, officer or Director of this corporation shall be personally liable for the debts or obligations of this corporation of any nature whatsoever, nor shall any of the property of the members, officers or Directors be subject to the payment of the debts or obligations of this corporation.

Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code.

ARTICLE IV Board of Directors

The management and affairs of the corporation shall be at all times under the direction of a Board of Directors, whose operations in governing the corporation shall be defined by the corporation's by-laws.

The Officers and Board of Directors shall be elected or appointed from the membership of the corporation as provided in the corporation's bylaws.

ARTICLE V Initial Directors

The initial directors of the corporation are as listed below:

Eugene Henry
President
PO Box 2563
Brandon, FL 33549-2563

Moris Cabezas
Director
5300 W. Cypress St #300
Tampa, FL 33607

Dawn Burkhart
Vice President
2721 Magnolia Ave
Lakeland, FL 33813

Muthusamy Krishnamurthy
Director
7742 Glynde Hill Drive
Orlando, FL 32835

Gordon McClung
Treasurer
6725 Drifting Sands Rd
Temple Terrace, FL 33617

Cheryl Johnson
Secretary
3152 Forest Circle
Jacksonville, FL 32257

The initial Registered Agent of the Corporation shall be:

Kurt Spitzer
719 East Park Avenue
Tallahassee, FL 32301

ARTICLE VII Incorporator

The incorporator of this corporation shall be:

Kurt Spitzer
719 East Park Avenue
Tallahassee, FL 32301

ARTICLE VIII Amendments

These Articles of Incorporation may be amended by a concurrence of two-thirds of the members present and voting at an annual meeting of the corporation.

ARTICLE IX Dissolution

Upon the time of dissolution of the corporation, assets shall be distributed by the Board of Directors, after paying or making provisions for the payment of all debts, obligations, liabilities, costs and expenses of the corporation, for one or more exempt purposes within the meaning of section 501(c)(6) of the Internal Revenue Code, including the educational foundation of the Association of State Floodplain Managers, Inc., or the State of Florida, or a Florida local government, for a public purpose.

Pursuant to the provisions of Section 617.1007, Florida Statutes, the following constitutes the amended and restated Articles of Incorporation of the Florida Floodplain Managers Association, Inc.

Florida Floodplain Managers Association, Inc. is a corporation organized and existing under the Florida Not For Profit Corporation Act, under document number N03000004800, filed in the Office of the Secretary of State on June 6, 2003.

Pursuant to Section 617.1007(3) Florida Statutes, Florida Floodplain Managers Association, Inc. hereby certifies that the amendment and restatement of the Articles of Incorporation did not require member approval. By meeting held on May 18, 2006, the Board of Directors of the Florida Floodplain Managers Association, Inc. unanimously approved the following amendment and restatement of the Articles of Incorporation of Florida Floodplain Managers Association, Inc.:

The name of the Corporation shall be Florida Floodplain Managers Association, Inc.

The street address and mailing address of the principal office of the Corporation is 7742 Glynde Hill Drive, Orlando, Florida 32835.

A. The Corporation is organized exclusively for religious, charitable, scientific, literary and educational purposes, including, for all such purposes, making distributions to organizations that qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, or such corresponding section of any future federal tax code (hereinafter referred to as the “Code”). To the extent consistent with the preceding sentence and permissible under Florida law, the purposes of the Corporation shall include, but shall not be limited to, doing all things necessary and desirable for the research, education and improvement of floodplain management and related issues in Florida.

B. The Corporation shall be authorized to carry out any and all acts and to exercise any and all corporate powers which may now or hereafter be lawful under the laws of the State of Florida to the extent applicable to corporations not for profit and that are not inconsistent with these Articles of Incorporation.

C. Notwithstanding anything contained in these Articles of Incorporation to the contrary, the following provisions shall apply:

1. No part of the earnings of the Corporation shall inure to the benefit of, or be distributable to its members, directors, trustees, officers, or other private persons, except that the Corporation shall be authorized to pay reasonable compensation for services rendered to the Corporation and to make payments and distributions in furtherance of the purposes set forth in Article III.

2. No substantial part of the activities of the Corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation, and the Corporation shall not participate in or intervene in any political campaign (including publishing or distributing statements) on behalf of or in opposition to any candidate for public office.

3. Notwithstanding any other provision of these Articles of Incorporation, the Corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under Section 501(c)(3) of the Code, or (b) by a corporation, contributions to which are deductable under Section 170(c)(2) of the Code.

4. If the Corporation is, or shall ever be, classified as a “private foundation”, as defined in Section 509(a) of the Code, the following provisions shall apply for so long as it remains a private foundation:

(i) The Corporation will not engage in any act of self-dealing as defined in Section 4941(d) of the Code.

(ii) The Corporation will distribute its income for each tax year at such time and in such manner as not to become subject to the tax on undistributed income imposed by Section 4942 of the Code.

(iii) The Corporation will not retain any excess business holdings as defined under Section 4943(c) of the Code.

(iv) The Corporation will not make any investments in such manner as to subject it to tax Section 4944 of the Code.

The Board of Directors of the Corporation shall be elected in the manner and method provided in the Bylaws. The Board of Directors shall at all times consist of at least three (3) persons.

The street address of the registered office of the Corporation is 7742 Glynde Hill Drive, Orlando, Florida 32835. The name of the registered agent of the Corporation at that address is M. Krishnamurthy. The board of Directors may from time to time designate a new registered office or registered agent.

The Articles of Incorporation may be amended or restated in accordance with the provisions of Chapter 617 of the Florida Statutes.

Upon dissolution of the Corporation and after the payment or provision for the payment of all of the liabilities of the Corporation, all of the assets of the Corporation shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by the Circuit Court of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes. In no event, however, may the assets to be disposed of be distributed to or for the benefit of any member, director, trustee, officer or other private person, other than as reasonable payment for services rendered by such person.

The effective date of the Amended and Restated Articles of Incorporation of Florida Floodplain Managers Association, Inc. set forth herein shall be the date of filing of the Amendment and Reinstatement of Articles of Incorporation with the Secretary of State of the State of Florida.

BYLAWS

Revised – May 1, 2008

2. Purposes

ARTICLE IV

7. Executive Director, or the Executive Committee in the absence of an Executive Director

1. Association Committees

ARTICLE X