ARTICLE I

Name, Location and Purpose
Section 1. Name.
The name of this organization shall be the FISPA, a nonprofit corporation incorporated in the State of Florida.

Section 2. Offices.
Offices of the Association shall be at a location designated by the Board of the Association. The Board may at any time or from time to time change the location of the principal office.

Section 3. Purposes.
The purposes of the Association, as set forth in its articles of incorporation are:
a. To advance the education of those engaged in the online communications related businesses and to promote harmony, cooperation, competence, professionalism and prosperity within the Internet services industry.
b. To convey to the membership and public reliable information and matters concerning online interactive services and or FISPA.
c. To promote and explore existing and new uses of the Internet and all forms of online communications which will enhance, preserve and protect conditions related to the industry. Being a non-profit organization, FISPA is not a lobbying organization.
d. To encourage, provide and enforce professional standards amongst its members to provide for the health, safety and welfare of the general public via the Internet.
e. To develop a relationship with vendors so that products and services may be provided to members at special rates.


ARTICLE II

Members

Section 1. Membership.
Membership shall be effective upon acceptance and approval of the membership application by the Board of Directors or its designee, but shall be contingent on the payment of dues, as established and modified from time to time by the Board of Directors. The Board of Directors may designate additional categories of membership to those contained herein as well as the qualifications, rights and restrictions applicable to such members. The categories of membership shall include:
a. Corporate Membership. Corporate Membership in the FISPA shall be open to all interested parties doing business as an internet service provider and deriving benefit from the Internet services industry and supportive of the purposes of the Association.

b. Vendor Membership. Vendor Membership in FISPA shall be open to firms providing services, products or equipment to the FISPA Corporate Members.

c. Founding Membership. Founding Memberships shall be open to all companies that meet the qualifications of Corporate Membership or Vendor Membership and meet such qualifications as set forth by the FISPA Board of Directors.

d. Individual Membership. Individual Memberships shall be open to anyone interested in the Internet industry and not meeting any of the criteria of Article II, Section 1a or 1b as an individual with no designated company affiliation.

e. Associate Membership. Associate Membership in FISPA shall be open to any company who shares an interest in FISPA or the ISP industry. Associate Membership shall not have voting rights and may not serve on the FISPA Board of Directors.

Section 2. Delinquencies.
When any member’s dues become delinquent, said member shall be dropped from the rolls of the Association and shall thereupon lose any and every membership right. Delinquent dues time periods shall be established by the Board of Directors.

Section 3. Resignations.
Any member may resign at any time. However, such resignation shall not relieve the resigning member from payment of dues for the unexpired portion of the current membership period, or give any right to rebate of any dues paid, or any right to a pro-rata or other share of the assets of the Association; nor shall such resignation or withdrawal be deemed to waive liability for the payment of other amounts owing the Association. All resignations shall be made in writing to the Headquarters’ office of the Association.

Section 4. Suspension.
A member may be suspended or expelled for due cause by a two thirds vote of the Board of Directors present and voting at a regular or special meeting, but only upon charges made in response, and, if requested, a formal presentation and hearing before the Board of Directors, prior to its consideration of suspension or expulsion.

Section 5. Vested Rights.
No members of the Association shall have any vested rights in the assets of the Association.

Section 6. Voting Rights.
Each Corporate Member, Founding Member and Vendor Member in good standing shall have one (1) vote to be exercised by its designated representative on matters properly submitted to the membership-at-large. Individual Members and Associate Members have no voting rights.

Section 7. Use of Logo.
Each Corporate Member, Founding Member and Vendor Member in good standing shall have use of the appropriate FISPA logo as designated by the Board of Directors. Individual Members may not use the FISPA logo.


ARTICLE III

Board of Directors

Section 1. Authority and Responsibility.
The governing body of the Association shall be the Board of Directors. The Board of Directors shall have general supervision, control and direction of the affairs of the Association; shall determine its policies or changes therein; shall actively prosecute its objectives and supervise the disbursement of its funds. The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable and may, in the execution of the powers granted, delegate certain of its authority and responsibility to other committees.

Section 2. Composition.
The Board of Directors shall consist of nine (9) Directors.
a. Eight Directors. Eight (8) of the directors shall be elected from the Corporate Members, and Founding Members at large in good standing. Individual Members and Associate Members may not serve on the Board of Directors. All Individual Directors shall serve a two-year term of office, to be staggered, as long as the individual is associated with a qualified member.
b. Vendor Director. One (1) Director shall be elected by the Vendor Advisory Committee and shall be a Vendor Member in good standing. The Vendor Director shall serve for a term of one year.

Section 3. Quorum.
A simple majority of the directors shall constitute a quorum for the transaction of business.

Section 4. Election of Directors.
All Corporate Members, Founding Members and Vendor Members in good standing of the Association shall be eligible to serve as directors, except that no more than one representative of a corporate member shall serve or be a candidate for the Board, and companies may hold only one seat. All elected members shall be eligible to succeed themselves, except that no elected member shall serve more than three consecutive terms. Election of the Board shall be as follows:
a. During its initial organization year, the President, Vice President, Secretary and Treasurer shall be appointed by the organizing group. The President, Vice President, Secretary and Treasurer will act as a nominating committee to fill remaining vacancies. During subsequent years, the Nominating Committee as consisting of not less than three nor more than seven members in good standing appointed by the President shall serve as a nominating committee. At least 30 days prior to the mailing of ballots, each member shall be sent a form advising the number of vacancies to be filled and inviting members to indicate an interest in being nominated or renominated for such vacancies.
b. A Nominating Committee, according preference to those members who have expressed interest in serving, shall propose one or more candidates for each vacant position on the Board and list those candidates on a ballot which shall be communicated to all members in good standing at their address or email address of record. The ballot shall include a clear statement that to be valid it must be received by an electronic communications or mail at the offices of the Association by the close of business 15 days from the date of its mailing.
c. Election shall be determined on the basis of the highest number of votes received by candidates from among the ballots returned by the members. In the event of a tie, drawn lots shall determine which candidate shall be accorded the office. Directors shall serve until a successor shall have been chosen or until earlier resignation, removal from office, or death.

Section 5. Meets of the Board.
A regular meeting of the Board of Directors shall be held no less than three times during each administrative year at such time and such place as the Board may prescribe. Notice of all such meetings shall be given to the Directors not less than fifteen (15) days before the meeting is held. Special meetings of the Board may be called by the President at the request of any three (3) Directors by notice, mailed, delivered or electronically communicated to each member of the Board of Directors no less than seventy-two (72) hours before the meeting is held.

Section 6. Voting.
Voting rights of a director shall not be delegated to another nor exercised by proxy.

Section 7. Voting by Mail or Facsimile.
Action taken by mail or email or facsimile ballot of the members of the Board of Directors shall be a valid action of the Board and shall be reported at the next regular meeting of such Board.

Section 8. Absence.
Any elected officer or director who shall have been absent from two (2) consecutive regular meetings of the Board of Directors during a single administrative year, shall automatically vacate the seat on the Board of Directors and the vacancy shall be filled as provided by these By-Laws; however, the Board of Directors shall consider each absence of an elected officer or director as a separate circumstance and may expressly waive such absence by affirmative vote of a majority of its members.

Section 9. Vacancies and Removal.
Any vacancy occurring on the Board of Directors between annual votings shall be filled by the Board of Directors upon recommendation of a Nominating Committee. A director so elected to fill a vacancy shall fill the unexpired term of its predecessor until the next election of a board member. The Board of Directors may remove any director for cause by an affirmative two-thirds vote of the Board of Directors at any regular or special meeting.

Section 10. Compensation.
No director shall receive compensation for service as a director of the Association.


ARTICLE IV

Officers

Section 1. Elected Officers.
The elected officers of the Association shall be a President, Vice President, Secretary and Treasurer. Officers shall be members in good standing of the Association and must already be a member of the Board of Directors.

Section 2. Election.
The Board of Directors shall elect officers of the Association at an annual meeting of the Board each year from the slate presented by a Nominating Committee. Any person so nominated shall have given prior consent to nomination and election as an officer. In the event any nominee is not approved by the Board, the Nominating Committee shall tender another nomination at the earliest possible time. The Nominating Committee shall be appointed by the President and shall consist of at least three (3) members of the Board of Directors.

Section 3. Term of Office.
Officers shall serve terms of two years, or until their successors are elected and qualified. There shall be no prohibition against re-election of any officer to the same or another office except as noted in Article III, Section 4.

Section 4. Vacancies.
A vacancy in any office because of death, resignation, removal, disqualification or otherwise shall be filled by appointment of the Board of Directors on nomination by a Nominating Committee.

Section 5. President.
The President shall be the chief elected officer of the Association and shall serve as chairman of the Board of Directors. The President shall also serve as an ex-officio member on all committees except the Nominating Committee and shall make all required appointments of standing and special committees.

Section 6. Vice President.
In the absence or disability of the President, the Vice President, Secretary and Treasurer, in turn, as available, shall perform all duties of the President and in so acting shall have all the powers of the President. The Vice President shall have such other powers and duties as may be prescribed from time to time by the Board of Directors and/or assigned by the President.

Section 7. Secretary.
The Secretary shall be the official custodian of the seal of the Association and keep a full and complete record of the proceedings of the Board of Directors and other records of the Association and shall discharge such other duties of the office as prescribed by the Board of Directors or assigned by the President.

Section 8. Treasurer.
The Treasurer shall, in concert with the Chief Executive Officer, be responsible for all funds of the Association. These funds shall be paid out only on checks of the Association signed in accordance with policies adopted for that purpose by the Board of Directors. The Treasurer shall have such other duties as may be prescribed from time to time by the Board of Director


ARTICLE V

Executive and Staff

Section 1. Appointment.
The Board shall employ a such staff as necessary for the effective administration of the Association.


ARTICLE VI

Committees

Section 1. Organization.
The chief elected officer shall from time to time appoint committees, either continuing or temporary in nature composed of members of the Association to deal with projects or topics of interests to the Association and advancement of its goals.

Section 2. Standing Committee Chairs.
The chairs for the standing committees of the Association shall be responsible for the recommendation of programs and activities in their designated areas to the Board of Directors; of supervising professional staff activities in such areas and in directing members of the committees and chairing meetings of the committees pertinent to their programs and activities.


ARTICLE VII

Finance

Section 1. Fiscal Period.
The Fiscal period of the Association shall be prescribed by the finance committee with the approval of the Board of Directors.

Section 2. Bonding.
Trust or surety bonds shall be furnished for the President, Treasurer and such other officers or employees of the Association at the direction of the Board. The amount of such bonds shall be determined by the Board and the cost paid by the Association.

Section 3. Budget.
Upon recommendation of the Finance Committee, the Board shall adopt an annual operating budget covering all activities of the Association.

Section 4. Audit.
The accounts of the Association shall be audited or reviewed from time to time upon approval of the Board of Directors, but not every year, by a Certified Public Accountant who shall be recommended by the Executive Director with the approval of the Board of Directors. The auditor shall provide a report to the Board of Directors.


ARTICLE VIII

Meetings

Section 1. Place of Meetings.
Regular or special meetings of the Board of Directors, or other elements of the Association, shall be held at such times and places designated for that purpose from time to time by the appropriate Board or Committee at a duly constituted meeting or by the concurrence of members polled by the President, or staff personnel.


ARTICLE IX

Amendment of By-Laws

Section 1. Amendment.
These By-Laws may be amended, altered or rescinded by a majority vote of the members of the Board of Directors constituting a quorum at a meeting held no less than thirty days after recommended changes have been circulated to the members of the Board of Directors by the by-laws Committee, which shall receive and act upon recommendation for amendments from any member of the Association, or make recommendations on its own motion.


ARTICLE X

Parliamentary Authority

Section 1. Designation.
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association in all cases in which they are applicable and in which they are not inconsistent with these by-laws, the Articles of Incorporation or any special rules of order the Board of Directors, or Committees may adopt.


ARTICLE XI

No Liability

Section 1. No person who is now, or who later becomes an officer, director or member of the Association, shall be personally liable for any indebtedness or liability, and any and all auditors of the Corporation shall look only to the assets of the Association for payment. The Association shall indemnify and save harmless from loss each of the officers, members of the Board of Directors and Committee Chairs against judgment, loss and expenses actually and reasonably incurred in connection with the defense of any action, suite or proceedings in which he or she is made a party by reason of his or her being or having been an Officer, member of the Board of Directors or Committee Chairperson, except in matters as to which he or she shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of a duty. Indemnification is contingent on a full subrogation of the insurance carrier and shall exclude any liabilities incurred in violation of the Association by-laws.


ARTICLE XII

Dissolution

Section 1. Upon dissolution of the Association, it shall be the obligation of the Board of Directors to see that all just debts and claims are paid. Any funds remaining shall be distributed to one or more regularly organized and qualified charitable, scientific or educational organizations which have been ruled exempt by the Internal Revenue Service under Section 501 of the Internal Revenue Code and have been selected by the Board of Directors.
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