ARTICLE I: - NAME AND PURPOSE, AND TERRITORY

Section 1: Name. The name of this Chapter shall be: SOUTH FLORIDA CHAPTER OF THE EMPLOYEE ASSISTANCE PROFESSIONALS ASSOCIATION (EAPA)

Section 2: Objectives. The mission and objectives of the Chapter shall be the same as those of the Employee Assistance Professionals Association, Inc. (EAPA). The purpose of this Chapter is to (1) to afford members and their guests the opportunity to meet periodically to discuss matters of mutual professional interest, (2) to develop training programs and provide professional development, (3) to maintain EAPA program standards, (4) to provide EAP related resources to the community at-large, and (5) to exchange ideas among members.

Section 3: Territory. The territory of this chapter generally encompasses the Florida counties of Monroe, Miami-Dade, and Broward.

ARTICLE II : MEMBERSHIP

Section 1: Membership Categories. No person shall be a member of the Chapter unless he/she is also a member in good standing of EAPA. Also, no person who is a member of EAPA will be denied membership in this Chapter. Chapter membership categories and voting rights shall be the same as those established in the National Bylaws.

Section 2: Voting Rights. Chapter voting rights are as defined in article III of the EAPA Bylaws and are extended to Associate members.

ARTICLE III: MEETINGS OF MEMBERS

Section 1: Meetings

Meetings of the Chapter shall be held as determined by the executive committee, but no less than six (6) times a year. Special meetings may be called as necessary.

Section 2: Quorum.

The presence of members holding one-third of the voting power of the Chapter shall constitute a quorum for the transaction of business. Members present at a meeting for which proper notice has been given may do business notwithstanding the lack of a quorum.

ARTICLE IV: DUES AND ASSESSMENTS

Section 1: Dues.

Chapter dues may be levied consistent with EAPA Bylaws and policies. The amount of chapter dues or assessments may be changed by a majority vote of the voting members present at a Chapter meeting provided that notice of the proposed changes has been distributed to the members at least thirty (30) days prior to such meeting.

Section 2 : Additional Funds . Additional funds other than dues and assessments may be solicited and received on a voluntary basis by the chapter.

Section 3: Fiscal Year. The Chapter's fiscal year shall correspond to that of EAPA.

ARTICLE V: OFFICERS

Section 1: The officers of the Chapter shall be president, vice president, secretary, and treasurer. They shall constitute the executive committee. The immediate past president shall service as advisor to the executive committee and shall cast a vote in the event of a tie.

All officers shall hold office for two years or until their successors are duly elected or appointed as provided by these bylaws. Officers may succeed themselves for one additional term. In the event that an office becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.

Section 2: Duties of the Officers

President :

1. Is the chief spokesperson for the Chapter.

2. Presides at all Chapter meetings.

3. Chair of the Chapter executive committee.

4. Appoints committee chairpersons with the majority approval of the Chapter executive committee.

5. Is the chapter liaison to the EAPA Regional Director.

6. Performs such other duties incident to the office of president.

7. Performs such other duties and has such other powers as the chapter executive committee prescribes.

Vice President :

1. Performs, in the absence or disability of the president, the duties and exercises the powers of the president.

2. Performs such other duties and has such other powers as the chapter executive committee prescribes.

Secretary:

1. Supervises the keeping of the minutes of all Chapter meetings and the chapter executive committee meetings.

2. Supervises the mailing of formal notice of all chapter meetings.

3. Supervises the mailing of the Ballot of Officers to the voting members of the chapter.

4. Performs such other duties incident to the office of secretary.

5. Performs such other duties and has such other powers as the chapter executive committee prescribes.

Treasurer:

1. Works under the guidelines established by the chapter executive committee and the EAPA Bylaws.

2. Chairs the chapter finance committee.

3. Supervises the funds of the chapter

4. Prepares an annual chapter budget.

5. Submits to EAPA the annual report for inclusion of the chapter in the Association IRS
501(c)(3) exception.

6. Performs such other duties incident to the office of treasurer.

7. Performs such other duties and has such other powers as the chapter executive committee prescribes.

Section 3: Election.

A nominating committee of at least two voting members hall be appointed by the president to prepare a slate of candidates to be presented to the membership at a regular meeting scheduled in October. All Chapter members who are eligible to vote may be nominated for any officer position except president. Any nominee for president must be a current Certified Employee Assistance Professional and a voting member of EAPA. Qualified nominations also will be accepted from the floor and included on the ballot. Ballots shall be mailed in a timely manner. The results will be tabulated and announced at the regular November meeting and the newly elected officers shall take office on January 1.

Section 4: Terms.

Chapter officers shall be elected for a period of two years and may succeed themselves in office for one additional term.

Section 5: Succession.

The vice president shall succeed the president upon vacancy of that office. Vacancies in office for incomplete terms for the vice president, secretary, and treasure shall be filled by nominees selected by the executive committee and approved by a majority vote of the membership.

Section 6: Removal of Officers.

The Board shall be authorized to remove all officers except the president, with or without cause, by a three-fourths vote of the executive committee. At a duly called meeting of the executive committee, the Board may recommend with a three-fourths vote consideration by the membership the removal of the president for cause. The following procedure shall be followed:

• A letter initiated by either a member or by the executive committee outlining the concerns about the president's performance will be presented to the president.

• The executive committee will discuss with the president the specific concerns and the necessary correction.

• If the executive committee believes that the president does not resolve or correct the concerns, the Board will send a statement to the members indicating:

The cause of the concern;
Any past attempts to resolve the concern; and
A call for a vote of removal by the membership.

• The president may then be removed from office by a two-thirds majority of the voting Chapter members present at a regular meeting.

ARTICLE VI: COMMITTEES

Section 1. Appointing Chairs. The president shall appoint, with approval of a majority of the executive committee, such committee chairs as may be deemed necessary to further the purpose of the Chapter.

Section 2. Appointing Members . Committee members shall be appointed by the president without approval. Wherever possible such committees should coincide with those of EAPA and with the committee chairs acting as liaisons between local and EAPA committees.

ARTICLE VII: ASSOCIATION NAME AND LOGO

Section 1. Use of the Association name and/or logo must be submitted to EAPA for approval prior to use.

ARTICLE VIII: CONFLICT OF INTEREST

Section 1 . Any member of the Chapter executive committee or any Chapter committee who has a financial, fiduciary or other interest, or the appearance of such interest, in a matter which comes before the Chapter shall bring such interest or apparent interest to the attention of the Chapter or committee and shall abstain from voting on the matter.

Section 2. Any person who has knowledge as such interest or apparent interest on the part of any member of the Chapter or any committee may also bring such interest or apparent interest of the attention to the Chapter or committee orally or in writing, and the Chapter or committee member shall abstain from voting on the matter.

Section 3. At the request of any member of the Chapter or any committee with a real or apparent financial or fiduciary interest in a matter, the Chapter or committee shall vote to determine whether an actual conflict of interest exists, and if it does, the member shall refrain from voting on the matter before the Chapter or committee.

ARTICLE IX: RENUMERATION

Section 1: Members serve as volunteers, but may be reimbursed only for actual out-of-pocket expenses.

Section 2: The Chapter may elect to pay the travel expenses for designated members of the Chapter to travel to EAPA or allied events.

ARTICLE X: ADOPTION OF AND AMENDMENTS TO THE BYLAWS

Section 1: Amendments. The membership must approve these Bylaws and any subsequent amendments by a two-thirds majority of the voting members present at a regular meeting where thirty (30) days prior notice of the action to be voted upon has been mailed to the members.

Section 2 : Approval of Changes. Any changes to these Bylaws must be approved by the Association according to the procedures contained in the EAPA Bylaws and Association policy.

Section 3: Effects of EAPA Bylaws Changes. Any approved changes to the EAPA Bylaws that change current provision(s) in these Bylaws shall automatically, and without vote of the Chapter membership, take effect in these Bylaws wherever there are conflicting provisions or language. The effective date of the changes to these Bylaws will be the same as the effective date of the changes to the EAPA Bylaws.

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