The North Florida Compensation & Benefits Association

BYLAWS OF THE JACKSONVILLE COMPENSATION ASSOCIATION

ARTICLE I - ORGANIZATION NAME AND LOCATION

Section 1- Name

This organization shall be known as the North Florida Compensation & Benefits Association (NFCBA) (hereby known as the Association). It is nationally affiliated with the American Compensation Association (ACA) and the ACA's Group Partnership Network (GPN).

Section 2 - Location

The Association shall have and continuously maintain in Duval County, Florida, a Post Office Box for receiving mail for the Association.

ARTICLE II - PURPOSE AND POWERS

Section 1 - Purpose

A. The purpose of the Association shall be exclusively educational, scientific and charitable within the meaning of Section 501 (c) (6) of the Internal Revenue Code of 1954, as amended and supplemented, and in furtherance thereof to provide for education and improvement of skills of members of the Association in the area of compensation practices, to provide for the advancement of knowledge in the compensation field, and to conduct meetings, programs, research and other activities in furtherance of the above.

B. To achieve its purpose, the Association defines the field of compensation as those activities involving any and all aspects of employee remuneration including, but not limited to, wages, salaries, employee benefits, innovative pay and record systems, incentives, performance appraisals, perquisites, remuneration information systems, and the field of employee motivation, morale and behavior as related to compensation.

Section 2 - Powers

A. The Association shall have such powers as are now or may hereafter be granted by the General Not-For-Profit Corporation Act of the State of Florida.

B. The Association shall not engage, other than as an insubstantial part of its activities, in attempting to influence legislation by propaganda or otherwise, or participating in or intervening in any political campaign on behalf of or in opposition to any candidate for public office, or in any activities which are not in furtherance of its educational, scientific and charitable purpose.

ARTICLE III - MEMBERSHIP

Section 1 - Eligibility Requirements

A. Membership in the Association is on an individual basis, as distinguished from company or group memberships, and is restricted to individuals who are currently engaged, or have prior experience, in one or more activities in the field of compensation as defined in ARTICLE II, Section 1, B.

B. Individuals so engaged may be either operating or consulting compensation practitioners, as hereinafter defined, and shall be treated as a single class of members.

1. An "operating compensation practitioner" shall be defined as any professional personnel engaged in establishing, executing, administering or applying compensation practices to the employees of such practitioner's employer.

2. A "consulting compensation practitioner" shall be defined as any individual engaged in providing advice or services in the field of compensation on a fee basis to an employer who is other than the practitioner's employer.

3. A "qualified compensation associate" shall be defined as any professional person not immediately engaged in establishing, executing, administering or applying compensation practices; however, has at least one year prior experience in the compensation field. This may also include professors at an accredited college or university who have a background and knowledge in the compensation field.

C. Membership in the Association shall not be denied for reasons of age, race, religion, sex or national origin.

Section 2 - Application for Membership

A. Application for membership shall be made by filling out the application prescribed by the Board of Directors.

B. Each application for membership must be accompanied by a check for the full amount of annual dues unless the application is submitted on or after September 1, in which case the dues payable for that year will be reduced by 40 percent of the annual dues.

C. Membership applications shall be referred to the Board of Directors for review and approval. Applicants shall be notified of acceptance or rejection after action upon the application is completed. If an application is rejected, the payment which accompanied the application will be refunded in full to the applicant.

D. Membership in the Association is not transferable for any purposes.

Section 3 - Voting Rights

Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.

Section 4 - Maintenance of Membership

To maintain membership in the Association, an individual must continue to be eligible as defined in ARTICLE III, Section 1, and subject to the conditions indicated in ARTICLE IV, Section 1.

Section 5 - Membership Roster

A membership roster containing the name, address and such other pertinent data, as authorized by the Board of Directors, of each member shall be maintained by the Treasurer/Membership Director for purposes of notice and determining who is entitled to vote.

ARTICLE IV - ANNUAL DUES

Section 1 - Dues

A. Membership dues in the amount as determined by the Board of Directors shall be paid annually by each member as a condition of membership.

B. Dues shall be payable in advance for each calendar year of the Association or in such other manner as the Board of Directors shall prescribe; provided, however, that dues shall be due and payable with any application for membership.

C. No refund of dues paid shall be made unless an application for membership is rejected by the Board of Directors.

Section 2 - Calendar Year

The Association shall operate a calendar year beginning on January 1 of each year and ending on December 31.

ARTICLE V - MEETINGS OF THE MEMBERS

Section 1 - Regular Meetings

There shall be a regular meeting at least four times per year to be designated by the Board of Directors.

Section 2 - Quorum

Thirty percent (30%) of the membership must be present in person to constitute a quorum for the transaction of business at a meeting of members. If a quorum is not present, a majority of the members present may adjourn the meeting to another time without further notice.

ARTICLE VI - BOARD OF DIRECTORS AND OFFICERS

Section 1 - Board of Directors

A. The Board of Directors shall direct the affairs of this Association.

B. The Board of Directors shall consist of the President, Program Director, Treasurer/Membership Director, Survey Director, Communications Director, and Immediate Past President/Education Director.

C. The President shall serve as Chairperson of the Board of Directors.

D. A majority of the Board of Directors must be present to conduct the business of the Board of Directors.

E. The Board of Directors by a majority vote of those present may elect a new Director to serve any unexpired term.

ARTICLE VII - DUTIES OF OFFICERS AND DIRECTORS

Section 1 - Duties of the President

The President shall call, participate in, and preside over all meetings of the Board of Directors. The President shall preside at all meetings of the Association, establish committees and appoint chairpersons, to make an annual report at the end of the fiscal year, and to perform all other services required by the by-laws of the Association.

Section 2 - Duties of the Program Director

The Program Director attends all Board meetings and serves as the chairperson of the Program Planning Committee. The Committee plans regularly scheduled meetings; arranges for speakers, meeting locations and meals; and surveys the Association membership for desired topics. The Program Director shall preside at meetings in the absence of the President.

Section 3 - Duties of the Treasurer/Membership Director

The Treasurer/Membership Director attends all Board meetings, and prepares and maintains an annual membership roster, which is distributed to all members. The Treasurer/Membership Director keeps minutes of all Board meetings and other records of the Association. The Treasurer/Membership Director establishes and maintains a financial system for the handling and distribution of all Association funds based on sound accounting procedures.

Section 4 - Duties of the Survey Director

The Survey Director attends all Board meetings and serves as the chairperson of the Survey Committee. The Survey Committee conducts the annual compensation survey. The Survey Director oversees the preparation of the survey questionnaire, the distribution and collection of questionnaires, the tabulation of the survey data, and production and distribution of the survey report.

Section 5 - Duties of the Communications Director

The Communications Director attends all Board meetings and maintains the Association mailing list. The Communications Director prepares notices of regular meetings and directs the timely mailing of the notices. The Communications Director works closely with the Membership Director/Treasurer in maintaining updated mailing list and membership roster.

Section 6 - Duties of the Immediate Past President

The Immediate Past President is the Education Director of the association. This Director organizes and directs the Associationís annual hosting of an ACA certification seminar. The Director communicates directly with ACA representatives and seminar attendees.

ARTICLE VIII - ELECTION OF BOARD OF DIRECTORS

Section 1 - Nominations

A. In the fall of each year, the current President will entertain nominations from the Association members for the Board of Directorsí positions.

B. The election meeting shall be held in November, at which time, additional nominations, if any, will be accepted from the floor prior to the election. All nominees must consent to serve if elected.

C. Voting shall be held separately for each officer/director. The individual must have a majority vote to be elected. (If not, take top two for final voting.)

D. The elected Directors shall assume their new positions in January of the succeeding year.

Section 2 - Qualification for Nomination

A. All nominees for election to the Board of Directors must be members in good standing at the time of nomination and election.

B. The Board of Directors shall serve one year and shall not succeed themselves in office unless they were elected by the Board of Directors to fill a vacancy during the year.

C. The Directors may be nominated to a different elected capacity on succeeding elections.

D. A one-term succession may be allowed on an emergency basis by a majority vote of the Board of Directors.

ARTICLE IX - COMMITTEES

The Board of Directors, except as otherwise provided by Law and/or these by-laws, shall have the power to create committees, designate duties, establish terms of service, define committees as standing or special, appoint members, and terminate committees as the Board of Directors determines the need.

ARTICLE X - AMENDMENTS

These by-laws may be altered, amended or repealed or new by-laws may be adopted by an affirmative vote of two -thirds (2/3) of the membership preset at any meeting at which a quorum is preset and provided further that the text of the proposed action to be taken is included in the notice of the meeting.

Revised November, 1999