BY-LAWS OF FISPA, INC.
Name, Location and Purpose
Section 1. Name. The name of this organization shall be FISPA, a non-profit corporation incorporated in the State of Florida.
Section 2. Offices. Offices of FISPA shall be at a location designated by the Board. The Board may at any time or from time to time change the location of the principal office address.
Section 3. Purposes. The purposes of FISPA, 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 of 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.
Section 1. Membership. Membership shall be effective upon acceptance and approval by the Board of Directors or its designee of a completed application and payment of annual dues. Continuing Membership is contingent upon remaining up-to-date on payment of Annual Membership Dues which are established, and may be modified from time to time, by the Board of Directors. The Board of Directors may establish additional categories of membership to those contained herein as well as the qualifications, rights, and restrictions applicable to such Members. The current types of membership are:
a. Service Provider (SP) Membership. SP Membership in FISPA shall be open to all interested parties providing internet services to the general public and/or deriving benefit from the internet services industry and supportive of the purposes of FISPA.
b. Vendor Membership. Vendor Membership in FISPA shall be open to firms or individuals providing or wanting to provide services, products, or equipment to FISPA SP Members. Vendor Members may promote their services to active FISPA members.
Section 2. Delinquencies. Delinquent dues time periods shall be established by the Board of Directors. When the established time period has passed from the invoice date, said membership shall be terminated and the Member will be dropped from the rolls of FISPA and shall therefore lose any and every membership right. A list of terminated memberships shall be provided to the Board at their next regular meeting. If a terminated Member has resale circuits through FISPA, the Board will be notified of the type and number of circuits before disconnect orders are submitted. The Board shall have the right to approve immediate disconnects or set a grace time period for the Member to move the circuits.
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 FISPA; nor shall such resignation or withdrawal be deemed to waive liability for the payment of other amounts owing FISPA. All resignations shall be made in writing via email to the office of FISPA.
Section 4. Suspension. A Member may be suspended or expelled for due cause, other than non-payment of membership dues, by a two-thirds vote of the Board of Directors present and voting at a regular or special meeting. Upon request, the Member can address the Board to ask for reconsideration at a regular meeting of the Board.
Section 5. Vested Rights. No Member of FISPA shall have any vested rights in the assets of FISPA.
Section 6. Voting Rights. Each SP 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. Such voting Member must be an employee or interest holder in the member company. The designated voting Member may be changed at any time upon notice to FISPA; however, any designated representative that holds a seat on the Board of Directors shall automatically resign such seat in the event of a change in representation by the Member company.
Section 7. Use of Logo. Each SP Member and Vendor Member in good standing shall have use of the appropriate FISPA logo as designated by the Board of Directors.
Board of Directors
Section 1. Authority and Responsibility. The governing body of FISPA shall be the Board of Directors. The Board of Directors shall have general supervision, control, and direction of the affairs of FISPA; 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 or staff contractors.
Section 2. Composition. The Board of Directors shall consist of nine (9) Directors.
a. Seven Directors. Seven (7) of the Directors shall be elected from the SP Members at large in good standing. Each Director shall serve a two‐year term of office, to be staggered, as long as the individual is associated with a qualified member company.
b. Two Vendor Directors. Two (2) Vendor Directors shall serve on the Board of Directors in staggered years for a two-year term. Vendor Directors will be selected by the Vendor Advisory Committee and shall be a Vendor Member in good standing.
c. Directors shall serve until a successor shall have been chosen or until the earliest of resignation, removal from office, or death.
Section 3. Quorum. A simple majority of the directors shall constitute a quorum for the transaction of business.
Section 4. Election of Directors. All SP Members and Vendor Members in good standing with FISPA shall be eligible to serve as directors, except that no more than one representative of a member company shall serve or be a candidate for the Board. All elected Directors shall be eligible to succeed themselves, except that no elected Director shall serve more than three (3) full consecutive terms. Election of the Board shall be as follows:
a. The Nominating Committee shall consist of, not less than three nor more than seven, Members in good standing appointed by the President. At least 30 days prior to the emailing 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. The 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 email address of record. The ballot shall include a clear statement that, to be valid, it must be received by electronic communications at the provided email address of FISPA by the close of business within 15 days.
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.
Section 5. Meetings of the Board.
a. A regular meeting of the Board of Directors shall be held no less than three (3) times during each fiscal 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.
b. Special meetings of the Board may be called by the President, or at the request of any Director, and held to the same quorum requirements as regular meetings. Notice of such special meeting shall be electronically communicated to each Director no less than seventy-two (72) hours before the meeting is held.
c. All meetings of the Board shall be available in a format which permits board members to attend virtually, even if some Directors are physically in a single location. Regular or special meetings of the Board of Directors, or other elements of FISPA, 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 Directors or Committee Members polled by the President or staff personnel.
d. An Annual Meeting of the Board to elect Officers shall be set by the President each year. An Annual Meeting of the Membership-At-Large shall also be determined by the President each year.
Section 6. Voting. Voting rights of a Director shall not be delegated to another nor exercised by proxy.
Section 7. Voting by Email. Action taken by email ballot of the 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 three (3) consecutive regular meetings of the Board of Directors during a single fiscal year may be subject to removal by 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 the Board members.
Section 9. Vacancies and Removal. Any vacancy occurring on the Board of Directors between annual votes 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. 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. Unexpired terms filled by a Director shall not count toward their total three (3) terms allowed on the Board.
Section 10. Compensation. No Director shall receive compensation for service as a Director of FISPA.
Section 1. Elected Officers. The elected Officers of FISPA shall be a President, Vice President, Secretary, and Treasurer. Officers shall be Members in good standing of FISPA and must already be a Director on the Board.
Section 2. Election. The Board of Directors shall elect Officers of FISPA at an annual meeting of the Board every two (2) years 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.
Section 5. President. The President shall be the chief elected officer of FISPA 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. In the absence of FISPA staff, the President shall also act in any capacity necessary for the day-to-day operations of FISPA, except for matters of financial approval which shall require consent of the Treasurer.
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 or assigned by the President.
Section 7. Secretary. The Secretary shall be in charge of keeping a full and complete record of the proceedings of the Board of Directors and other records of FISPA, 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 President, be responsible for all funds of FISPA. These funds shall be paid out of FISPA funds via check, bank ach, or other form of payment approved 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 Directors or assigned by the President.
Section 1. Appointment. The Board shall employ such staff as necessary for the effective administration of FISPA.
Section 1. Organization. The President shall from time to time appoint committees, either continuing or temporary in nature, composed of Members of FISPA to deal with projects or topics of interests to FISPA and advancement of its goals.
Section 2. Standing Committee Chairs. The Chairs for the standing committees of FISPA 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.
Section 1. Fiscal Period. The fiscal period of FISPA shall be as prescribed by the Treasurer with the approval of the Board of Directors.
Section 2. Bonding. Directors and Officers Insurance shall be maintained by FISPA for the President, Treasurer, and such other Officers or employees of FISPA at the direction of the Board.
Section 3. Budget. The Board may consider and adopt an annual operating budget covering all activities of FISPA as determined by the Board.
Section 4. Audit. The accounts of FISPA shall be audited or reviewed from time to time, but not every year, by a Certified Public Accountant who shall be approved by the Board of Directors. The auditor shall provide a report to the Board of Directors.
Amendment of By-Laws
Section 1. Amendment. These By-Laws may be amended, altered or rescinded by a two-thirds vote of the Board of Directors at a meeting held no less than thirty (30) days after recommended changes have been circulated to the Board of Directors by a By-Laws Committee, which shall receive and act upon recommendations for amendments from any Member of FISPA or make recommendations on its own motion.
Section 1. Designation. The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern FISPA 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 that the Board of Directors or Committees may adopt.
Section 1. No person who is now, was, or who later becomes an Officer, Director or Staff Member of FISPA shall be personally liable for any indebtedness or liability, and any and all auditors of the Corporation shall look only to the assets of FISPA for payment. FISPA shall indemnify and save harmless from loss each of the Officers and Directors of the Board of Directors, Staff Members, and Committee Chairs, against judgment, loss and expenses actually and reasonably incurred in connection with the defense of any action, suit or proceedings in which he or she is made a party by reason of his or her being or having been an Officer or Director of the Board of Directors, Staff Member, 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 FISPA By-Laws.
Section 1. Upon dissolution of FISPA, 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.
Amended April 21, 2021
Adopted July 22, 2021
FISPA Board of Directors