ONSITE PROPERTY MANAGEMENT ASSOCIATION BY-LAWS
ARTICLE 1. HEADQUARTERS
Section 1. Name and Office
The name of this organization is the Onsite Property Management Association, also referred to as OPMA. The headquarters and main office of the OPMA shall be located in the Panama City Beach, Florida area. The location shall be designated by the Board of Directors as may be determined from time to time.
Section 2. Place of Meeting
The membership meetings and meetings of the Board of Directors shall be held in OPMA’s office, unless otherwise directed by the Chairman or Board of Directors.
ARTICLE II. MEMBERSHIP
Section 1. Qualifications for Membership
- A. Any, firm, corporation, partnership, or other entity that engages in the business of short term rental management, and whose majority of units under management are managed from one or more onsite offices, may become a business member of OPMA subject to the approval of the Board of Directors and upon payment of the required membership dues. This will be considered a business membership, and will be called “Manager Members”
- B. Any, firm, corporation, partnership, or other entity that engages in the business of supplying goods and/or services to OPMA members may become a business member of OPMA subject to the approval of the Board of Directors and upon payment of the required membership dues. This will also be considered a business membership, and will be called “Supplier Members”. Only 3 Supplier Members from each specific type of goods and services will be allowed to join as members, subject to approval by the Board of Directors.
Section 2. Membership Dues
The annual membership dues of members shall be determined from time to time by the Board of Directors.
Section 4. Terms of Membership
Upon becoming a member, the person, firm, corporation, partnership or other entity shall have a continuing membership unless dropped or cancelled for non-payment of membership dues or unless membership is terminated by resignation or for other reasons stated in these Bylaws.
Termination for non-payment of membership dues shall take place March 31.
Section 5. Cancellation of Membership
Should any members prove unsatisfactory or detrimental to the stated purposes, standards or objectives of OPMA, or proves inimical to the best interest of OPMA, the Board of Directors may, by majority vote, cancel the membership of said member. The member shall have at least ten days prior written notice of such cancellation. No partial or full refund of membership dues will be provided in the case of a cancellation of membership.
ARTICLE III. VOTING
Business members shall be allowed one vote.
Only business members in good standing may vote or hold office in OPMA .
ARTICLE IV. OFFICERS AND DIRECTORS
Section 1. Management
The affairs of the Corporation are to be managed by the Board of Directors and by an executive committee made up of the Chairman of the Board, Chairman Elect, Immediate Past Chairman of the Board, Secretary and Treasurer (the Officers).
The Officers are to be elected annually by and from the members of the Board of Directors.
Section 2. Board of Directors
The Board of Directors shall be composed of fifteen (15) voting members. Twelve (12) elected, as specified in Section 4 below, plus an immediate Past Chairman. The previous most recent Past Chairman may serve in an ex-officio capacity. Each of the elected directors shall be elected for a three (3) year term except as specified in Article VII, Section 2. The fifteen (15) elected seats on the Board of Directors shall be elected at large from various business interests, however, at least 66% of these elected Board Members must represent Management Companies rather than Suppliers.
For the initial year of implementing these By Laws, the Chairman shall designate the terms of the initial Board members to 1, 2 and 3 year terms in order to stagger the Board terms going forward.
The remaining two (2) additional Board members shall be appointed by the incoming Chairman to serve one-year terms beginning in January. Both appointments shall be approved by simple majority of the Board of Directors.
The Board of Directors, at their discretion, may appoint additional members to the Board to represent Area Councils or other Regional Committees as designated by the Board. Appointments shall be approved by simple majority of the Board of Directors.
Section 3. Nominating Committee
At each Spring board meeting, the Chairman of the Board shall appoint a nominating committee of up to five (5) members from the board of directors. One committee member shall be named Chairman. The Chairman of the Board shall serve as ex-officio member of the nominating committee. The nominating committee shall nominate a member in good standing to fill each upcoming vacancy on the board of directors as defined in Article IV, Section 2.
This slate of nominees will be presented to the board of directors at the Fall board meeting. The ballot of nominees will then be distributed to the membership for a vote. The ballot shall allow for write-in candidates. Those receiving the highest number of votes shall be considered elected to the board of directors. New directors will take their seats at the first board meeting of the new year.
Section 4. Attendance
Members of the Board of Directors should endeavor to attend all regular and called meetings of the Board. Any member having two (2) absences from meetings of the Board in any 12 month period may be removed as a director upon majority vote of the remaining directors.
Section 5. Election of Officers
The Board of Directors at its regular Fall meeting, shall hold a confirmation vote on the Chairman-elect’s promotion to Chairman the succeeding fiscal year. If confirmed by majority vote of the Board, the Chairman-elect shall receive an automatic extension of their term of office, if necessary, to fulfill their obligation as Chairman. An automatic extension shall be granted to the outgoing chairman to fulfill their role as Immediate Past Chairman, if necessary.
If the Chairman-elect is not confirmed, the Board shall elect a Chairman for the next fiscal year from the current Board of Directors.
The Board of Directors (new and retiring) at its regular Fall meeting, shall reorganize for the coming year. At this meeting, the Board shall elect the Chairman Elect, Secretary and Treasurer. Officers will be elected from members of the new Board. All officers shall take office on the first day of the new fiscal year and serve one (1) year or until their successors assume the duties of office. They shall be voting members of the Board of Directors.
Section 6. Executive Director
The Directors shall employ a Executive Director. The Board is authorized to compensate the Executive Director for his or her salary. The Executive Director shall be under the supervision of the Chairman and shall receive instructions only from the Chairman or his/her duly authorized representative. The Executive Director will operate under a job description and contract as approved by majority vote of OPMA’s Board of Directors.
ARTICLE V. DUTIES OF OFFICERS AND MEMBERS OF THE BOARD OF DIRECTORS.
Section 1. Chairman of the Board
The Chairman shall administer the affairs of OPMA, preside at all meetings of the membership and as presiding officer of the Board of Directors and Executive Committee, he/she shall be ex-officio member of all committees and shall sign all conveyances of property of OPMA and shall sign all mortgages, notes or other instruments pledging or obligating OPMA for the payment of any money, upon approval of the Board of Directors. The Chairman of the Board must be a representative of a Manager Member Company. Representatives of Supplier Members cannot serve as Chairman of the Board.
Section 2. Board of Directors
The Board of Directors shall act on matters pertaining to the general welfare of the business community and shall be the direct representation of the membership. The Board of Directors shall prepare and approve the budget for the ensuing year. The Board of Directors shall have the power to approve expenditure of funds within the limits of the budget. All transactions for selling or conveying any property of OPMA or for the borrowing of money must first be approved by the Board of Directors.
Section 3. Chairman-elect
The Chairman-elect shall assist the Chairman in administering the affairs of OPMA and shall serve in his/her place and stead at all meetings of the Board of Directors, Executive Committee or membership in the absence of the Chairman or when so requested by the Chairman and shall perform all other duties of the Chairman in the absence of the Chairman.
Section 4. Treasurer
The Treasurer shall be responsible for the safeguarding of all funds received by OPMA and for its proper disbursement. Such funds shall be kept on deposit in financial institutions, or invested in a manner approved by the Board of Directors. Checks shall be signed by two of the following: Executive Director, Treasurer, Chairman of the Board, Chairman-elect or any other Director approved by the Board of Directors. The Treasurer shall cause a monthly financial report to be prepared and presented to the Board of Directors by the Treasurer or Executive Director. The Treasurer will serve as Chairman of the finance committee.Upon majority vote of the Board of Directors, the term of the Treasurer may be extended beyond the expiration date.
Section 5. Secretary
The Secretary shall be responsible for all minutes of the organization, as well as overseeing all elections and other administrative tasks, in cooperation with the Executive Director.
ARTICLE VI. COMMITTEES
Section 1. Executive Committee
The Executive Committee shall consist of the Officers of the Board of Directors and the Executive Director. The Executive Committee shall act for and on behalf of the Board of Directors when the Board is not in session but shall be accountable to the Board of Directors for its actions. The Chairman of the Board shall serve as Chairman of the Executive Committee.
Section 2. Finance Committee
A Finance Committee will be formed January 1 of each year to serve for one fiscal year. The Finance Committee will be composed of the Chairman, Chairman-elect, Treasurer, and two board members appointed by the Chairman. The purpose of the Finance Committee will be to review the financial position of OPMA. Any action the Finance Committee deems necessary must be approved by a majority vote of the board. The Treasurer will serve as Chairman of the Finance committee as dictated by Article VI, Section 3, Standing Committees, in OPMA’s by-laws.
Section 3. Standing Committees
Standing Committees shall be those committees chaired by the Vice Chairmen of the Board of Directors. The Chairman of each respective committee shall appoint all members of standing committees, and shall make and announce such appointments, if possible, at the time of or before the installation of officers. All other committees shall be appointed by the Board of Directors. All committees serve at the discretion of the Board of Directors.
Section 4. Quorum
At committee meetings, a majority of the committee shall constitute a quorum, except that when a committee is composed of 9 or more members, five shall constitute a quorum.
Section 5. Duties
The duties of the Standing Committees shall be defined prior to the commencement of the year if possible.
Section 6. Limitation of Authority
No action by any Member, Committee, Division, employee, director or officer shall be binding upon or constitute an expression of the policy of OPMA until it has been approved or ratified by the Board of Directors.
Committees shall be discharged by the Chairman of the Board when their work has been completed and their reports are accepted, or when, in the opinion of the Board of Directors, it is prudent to discontinue the committee(s).
ARTICLE VII. MEETINGS
Section 1. Board of Directors Meetings
The Board of Directors shall hold two in-person regular meetings annually and strive for at least 2 meetings telephonically annually, and as many other meetings as the Chairman and the Board may from time to time call. The Chairman or three members of the Board concurring may call a special meeting at any time.
Section 2. Vacancies
The Board of Directors shall fill all vacancies among the officers and members of the Board as soon as possible after the vacancy occurs. Newly appointed members shall fill the unexpired term of the vacancy.
Section 3. General Meeting
The first meeting of the fiscal year shall be known as the Annual General Membership Meeting and shall be held at the beginning of each fiscal year for the purpose of installing new officers and directors. Other membership meetings may be called by the Chairman, the Board of Directors or by a petition of not less than 10% of the general membership. The date of the Annual General Membership Meeting shall be determined by the Board of Directors.
Section 4. Quorum
A majority (51%) of the Directors at any given meeting of the Board of Directors shall constitute a quorum. Majority vote will be 51% of the quorum.
Section 5. Executive Committee Meeting
The Executive Committee, made up of those officers and members of the Board of Directors as set forth in Article V of the Bylaws, shall meet at least semi-annually. Other meetings may be called as necessary.
ARTICLE VIII. TERMS OF OFFICE
Section 1. Fiscal Year
The fiscal year shall begin January 1 and shall end December 31 of the same year.
ARTICLE IX. EXPENDITURES AND REPORTS
All expenditures of OPMA shall be supervised by the Chairman and Treasurer, who shall report to the Board of Directors at their meetings the financial state of OPMA, all expenditures during his/her term of office and the purpose for which such funds were used.
The outgoing Board of Directors shall make a report to the membership either at or before the Annual Meeting for the installation of officers of the accomplishments, achievements and work of OPMA for that year.
ARTICLE X. INDEMNIFICATION
OPMA shall indemnify its officers and directors and any former officers and directors who were or are parties to any suit, action, or proceeding to which they are made parties by reason of being or having been directors or officers. Said persons shall be indemnified against all expenses (including attorneys’ fees), judgments, fines and amounts actually and reasonably incurred by them in connection with such proceeding, including any appeal, if they acted in good faith, with the care an ordinarily prudent person in a like position would exercise under similar circumstances, and in a manner reasonably believed to be in the best interests of sOPMA. However, no indemnification shall be made with respect to any claim, issue or action if a judgment or final adjudication establishes that their actions or failure to act or omissions were material to the cause of action and constitute a fact or circumstances which would negate the officers or directors’ immunity from civil liability under Section 617.0834, Florida Statutes.
Notwithstanding the above, an officer or director who is successful on the merits or otherwise in defense of any proceeding or in defense of any claim, issue, or matter therein, shall be indemnified against expenses actually and reasonably incurred by him/her in connection therewith. This Section shall be in addition to the rights that OPMA’s officers and directors have under its Articles of Incorporation or the Florida Not for Profit Corporation Act, and nothing herein shall be deemed to diminish or otherwise restrict such person’s right to indemnification under any such other provision.
ARTICLE XI. ADOPTING AND AMENDING BY-LAWS
Upon ten (10) days written notice to the members of the Board of Directors, the Bylaws may be amended, altered or rescinded by a majority vote of those members of the Board of Directors present at any regular meeting or any special meeting called for that purpose, provided quorum has been established.