By-Laws
Florida Audit Forum, Inc.

Article One
Organization

The name of this organization shall be Florida Audit Forum, Inc. (Forum)

The organization may change its name at its pleasure by a majority vote of the membership body, followed by appropriate amendment of its Articles of Incorporation.

Article Two
Purpose and Mission

The purpose for which the Forum has been organized is to promote communication, coordination, and cooperation among the members, their organizations and other related organizations.

The mission of the Forum is to provide government audit professionals and other interested parties a unique opportunity to identify and address issues of mutual and common concern and to improve the communication links to share experiences, audit approaches, and possible solutions to issues addressed.

Article Three
Membership

Eligibility Membership in the Forum is open to all audit professionals and others who are interested in carrying out the purpose and mission of the organization as set forth herein.

Rights Members are entitled to elect the directors of the Forum and to adopt and amend these by-laws.

Article Four
Meetings

Member Meetings The annual membership meeting of this organization shall be the first meeting of the fiscal year. Written notice of the date, time and place of the meeting shall be given by the Secretary to every member in good standing at the address as it appears in the membership roll book of this organization. Electronic notice to the member’s email or similar address is acceptable.

Regular Meetings of this organization shall be held twice yearly and shall be noticed in the same manner as the annual membership meeting. The annual membership meeting may be one of the two required regular meetings.

Special Meetings of this organization may be called by the Chair as deemed in the best interest of the organization and shall be noticed in the same manner as the annual membership meeting. Such notice shall state the reasons for such meeting.

Since this is a discussion forum, there shall be no quorum for the annual membership or regular meetings.

Director Meetings The presence of a majority of the members of the Board of Directors shall constitute a quorum and shall be necessary to conduct the business of this organization.

The Board shall set the rules regarding meetings. At the request of a majority of the members of the Board of Directors, the Chair shall cause a special meeting to be called but such request must be made in writing at least ten days before the requested scheduled date.

No other business but that specified in the notice may be transacted at such special meeting without the unanimous consent of all present at such meeting.

Article Five
Voting

Election of Directors Twelve directors shall be elected by the membership. The initial directors shall be elected for staggered terms of one, two, and three years. Subsequent directors shall be elected for a term of three years. The election of directors shall normally be by ballot. There shall not appear any place on such ballot any mark or making that might tend to indicate the person who cast such ballot. However, if recommended by the Chair and approved by the Board, a voice vote may be done.

A nominating committee, appointed by the Chair, shall present a slate of directors. The Chair will then announce that additional nominations for directors are in order. Nominations from the floor will be written-in candidates on the ballot.

The Chair shall appoint a committee of three who shall act as “Inspectors of Election.” The inspectors distribute the ballots requesting that each member write in the names of the directors for the next ensuing year and deposit such ballot in the receptacle provided.

After each member has cast his/her ballot the Chair declares the polls closed. The inspectors retire to canvass the vote.

Four directors to be chosen for the ensuing term shall be chosen at the annual meeting of this organization and they shall serve for a term of 3 years. The four nominees receiving the largest number of votes shall be elected to serve a full term. The nominee receiving the next highest vote will be elected to fill any unexpired term of a departed director. A vacancy due to an unexpired term may also be filled by an appointment by the Chair, with the approval of the Board.
The Inspectors of Election shall certify the results of the balloting in writing to the Chair. The certified results shall be physically affixed in the minute book to the minutes of that meeting.

No inspector of election shall be a candidate for office or shall be personally interested in the question voted upon.

Neither cumulative nor proxy voting shall be allowed.

All other Business All business other than the election of directors shall be conducted by voice vote unless a majority requires a ballot, in which case, the vote will be conducted in the manner and style provided for election of directors. A majority vote shall prevail.

Neither cumulative nor proxy voting shall be allowed.

Article Six
Order of Business

1. Call to order

2. Reading of minutes of the preceding meeting

3. Reports of Committees

4. Reports of Officers

5. Old and Unfinished Business

6. New Business

7. Adjournment

Article Seven
Board of Directors

A Board of Directors will govern the Forum. The Board shall select from among its members individuals to serve as Chair, Vice-Chair, Secretary, and Treasurer to carry out the various administrative functions of the organization.

The Board shall have the control and management of the affairs and business of this organization pursuant to the Articles and these By-Laws, with power and Authority to carry out the activities of the Forum. These activities may include, but are not limited to, opening bank accounts, determining frequency and location of meetings and signing agreements. The Chair shall serve as presiding officer of the organization.

A majority of the Board shall constitute a quorum.

Each director shall have one vote. Voting by proxy is not allowed.

The Board may make rules governing meetings as it deems necessary.

Vacancies on the Board shall remain unfilled until the next annual membership meeting or appointment by the Chair.
Any director may be removed, with or without cause, by a majority of the Board excluding the director who is being removed.

Article Eight
Officers

The Board shall select from among its members individuals to serve as Chair, Vice-Chair, Secretary, and Treasurer to carry out the various administrative functions of the organization.

The duties of the officers are as follows:

Chair

	Presides over meetings at large.
	Coordinates and resides over board meetings.
	Appoints committees for the current year.
	May be an officer designated to sign checks.
	Will have the power constructed as belonging to the Chief Executive of any organization.

Vice-Chair

	Presides in the absence of Chair with all the rights, privileges, and powers of the Chair.
	Coordinates with Program Committee.
	May be an officer designated to sign checks.

Secretary

	Records minutes at all official board meetings including conference calls.
	Serves as official custodian of the records.
	Forwards minutes to Chair for review so they can be approved by the Board.
	Prepares copies of all minutes for distribution.
	Coordinates with membership committee.
	May be an officer designated to sign checks.

Treasurer

	Provides care and custody of all monies of the organization.
	Collects meeting fees and maintains records of such.
	Receives ad disburses funds as authorized.
	Prepares annual budget and financial reports as necessary.
	Maintains bank accounts so they can be reconciled by another Board member.
	Provides financial reports to board and members at large.
	Will be an officer designated to sign checks.
	Shall exercise all duties incident to the Office of the Treasurer.

Article Nine
Salaries

No member of the Board, or any officer therein, shall receive any compensation of any kind for their services, but may be reimbursed for incidental expenses made on behalf of the organization at the discretion of the Board.

Article Ten
Committee

The Chair shall appoint all committees of this organization and their term of office shall be for a period of one year or less if terminated by the action of the Chair or the Board. At least one Board member shall be a member of each committee. The permanent committees shall be:

Program Committee whose duty is to develop ideas and activities for each meeting agenda and present to the Board for approval.

Membership Committee whose duty is to maintain a current list of members and assist other members in recruiting new members. Works closely with the Secretary in this regard.

Nominations Committee whose duty is to develop a panel of individuals to be candidates for member of Board.

Communications Committee whose duty is to develop strategies to improve communication among members, their organizations and other related organizations.

Article Eleven
Dues

There will be no dues at the outset. The Board may establish a membership dues structure and present to the membership for a vote at some later date. The Board shall establish a fee for meetings and other activities, as it deems appropriate.

Article Twelve
Amendments

These by-laws may be altered, amended, repealed or added to by an affirmative vote of not less than a majority of the members present at any one of the regular or special meetings defined in Article Four.

Approval Date: August 11, 2006