BYLAWS OF Florida Self Storage Association (FSSA)
As Adopted: January 1999
Revised: August 3, 2007; January 8, 2010; June 4, 2010; February 22, 2018
ARTICLE I Name
1.01. The name of the Association shall be the Florida Self Storage Association (FSSA).
ARTICLE II Offices
2.01. The office of record of the Association shall the current business office for the Association as designated by the Board of Directors. The Association may have such other offices either within or without the state of Florida as the Board of Directors (“Board”) may determine or as the affairs of the Association may require from time to time.
ARTICLE III Purpose
3.01. The purposes of this Association shall be:
(a) To provide leadership and open lines of communication on issues that affects the self-storage industry.
(b) To define and assert standards of excellence in the self-storage industry in the State of Florida.
(c) To provide opportunities for members to increase their knowledge of the self- storage industry through research, discussion and exchange of information.
(d) To support, communicate, and cooperate with select associations and other groups that benefit the membership.
(e) To do any and all things that is appropriate to further these purposes.
ARTICLE IV Members
4.01. Classes of Membership. The Association shall have multiple classes of members.
(a) Full Member
(b) Associate Member
(c) Affiliate Member and any other class designated by the Board of Directors
4.02. Qualifications of Members. Any individual, partnership, corporation or other entity which falls within a “Class of Membership” referenced above, has reason to be interested in the self storage industry or the FSSA, and who is willing to pay the regular dues and assessments and to conform with all other requirements and standards of the Association, as these may be promulgated from time to time, shall be qualified to be a member.
(a) Full Member. Any individual, partnership, corporation or other entity which is an owner of a self-storage type facility and who pays the regular dues and assessments for membership as established by the Board of Directors, and who conforms with all other requirements and standards of the Association, as these may be promulgated from time to time, shall be qualified to be a Full Member. A facility “owner” is defined as having at least a ____% ownership interest in a self-storage facility.
(b) Associate Member (who may also be called Vendor Members from time to time). Any individual, partnership, corporation or other entity which has reason to be interested in the self-storage industry, and who pays the regular dues and assessments for membership as established by the Board of Directors, and who conforms with all other requirements and standards of the Association, as these may be promulgated from time to time, shall be qualified to be an Associate Member and does not otherwise meet the requirement of a Full Member.
(Any Management Company that meets the definition of a Full Member, may be a Full Member or otherwise will be designated as an Associate or Vendor Member).
(c) Non-Voting Affiliate Members. Any individual, employee, partnership, corporation, or other entity affiliated with either a Full Member or Associate Member.
Members. Full Members, Associate Members and Non-Voting Affiliate Members are referred to jointly as “Members” throughout the By Laws, unless noted otherwise.
4.03. Application for Membership. A qualified applicant may be approved for membership upon payment of such annual dues, fees and assessments as the Board of Directors may set and a written declaration listing all self- storage facilities in which the applicant has an ownership interest or over which it has control, if applying as a Full Member.
4.04. Members Subject to Bylaws. All members of the Association are subject to the provisions of these Bylaws as they may from time to time be amended.
4.05. Voting Rights. Each Full member and vendor member shall be entitled to one vote on each matter submitted to a vote of the members. Each partnership or corporate member shall appoint one individual who shall represent and vote for that member. Each member shall have one vote regardless of the number of self storage locations it owns or controls.
4.06. Termination of Membership. If any member shall be in default in the payment of dues or other charges for a period of thirty (30) days from the date on which they became payable, the member may be deemed to have resigned its membership, the member’s voting privileges will be revoked, and its membership may be suspended or terminated. Further, The Board of Directors, by affirmative vote of two-thirds of all the Members of the Board, may suspend or terminate a member for cause, including but not limited to, violation of these By-Laws, unethical practices, or conduct inconsistent with the purposes of the Association.
4.07. Resignation. Any member may resign by filing a written resignation with the Secretary, but such resignation shall not relieve the member so resigning of the obligation to pay any dues, assessments or other charges theretofore accrued and unpaid.
4.08. Reinstatement. Upon written application signed by a former member and filed with the Secretary and payment in full of any outstanding and current dues any former member will be reinstated unless said membership was terminated by the Board of Directors for any other reason. Under such condition, the Board of Directors may reinstate such former member to membership on such terms as the Board of Directors may deem appropriate upon the sole discretion of the Board.
4.09. Transfer of Membership. Membership in this Association is not transferable or assignable.
4.10. Necessity of Membership. All rights and privileges of membership in the Association shall cease upon termination of membership.
4.11. Membership Change. Changes in Classes of Membership can only occur annually by Board of Directors approval.
4.12. Dues. The dues of the Association will be established annually by the Board of Directors when it is determined what expenses need to be funded. There will be an annual accounting by the Board of Directors to the membership of how monies raised were spent.
ARTICLE V Meetings of Members
5.01. Annual Meeting. There shall be an annual meeting of the members at such time and place as the Board of Directors may determine.
5.02. Special Meetings. Special meetings of the Association may be called by the President, by two-thirds (2/3) vote of the Board of Directors or upon the written request of not less than one-fifth (1/5) of the members.
5.03. Place of Meeting. The Board of Directors may designate any place within or outside the State of Florida as the place of meeting for any annual meeting or for any special meeting called by the Board of Directors. If no designation is made, the place of meeting shall be the business office of the association; but if two-thirds (2/3) of the members shall meet at any time and place, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken.
5.04. Notice of Meetings. Written notice stating the place, day and hour of any meeting of members shall be delivered, either personally, by mail or fax or e-mail, if available, to each member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President, or the Secretary, or the Directors or other persons calling the meeting. In case of a special meeting or when required by statute or by these Bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail and addressed to the member at his address as it appears on the records of the Association, with postage prepaid.
5.05. Informal Action by Members. Any action required by law to be taken at a meeting of the members, or any action which may be taken at a meeting of the members, may be taken without a meeting, if a consent in writing, setting forth the action so taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
5.06. Quorum. The members present at any membership meeting shall constitute a quorum for the transaction of business.
5.07. Voting. Whenever a question arises on which the members shall vote, the Board of Directors may call a special meeting for such purpose or may submit the question to the members for a vote at an annual meeting, by mail, facsimile, or electronic mail. The question shall be decided by the majority of votes received at the office designated on the ballot by 5:00 PM on the deadline set forth on the ballot. Should the deadline fall on a holiday or weekend, the time for acceptance shall be extended to the next business day. In the event of a vote by mail, facsimile, or electronic mail, the majority of the ballots received shall be as binding on the Association as if the vote had been taken at a duly called meeting. A majority vote of the quorum in attendance is required to pass any question for the members.
5.08. Proxies. At any meeting of members, a member entitled to vote may vote by proxy executed in writing by the member or by his duly authorized attorney-in-fact. No proxy shall be valid after eleven (11) months from the date of its execution, unless otherwise provided in the proxy. A proxy may be revoked by the member executing it any time before it has been exercised.
5.09. Voting by Mail for Directors or Officers. When Directors or Officers are to be elected, such election may be conducted by mail, facsimile, or electronic mail (including but not limited to on-line voting programs) in such manner as the Board of Directors may determine.
ARTICLE VI Board of Directors
6.01. Powers. The Board of Directors shall manage the property, affairs and activities of the Association. The Board shall have the power to establish dues and assessments, determine the proper disbursement of Association funds, interpret the meaning of the Bylaws, make statements of policy, and exercise any authority necessary for the direction, supervision or control of the Association.
6.02. Number. The number of voting Directors shall be not less than five (5) nor more than nine (9). At their option, the members may elect up to three (3) Alternate Directors, who shall act in a consultative role but who shall not be empowered to vote on issues before the Board. The Board of Directors may not have voting members serve simultaneously that are from the same company. Any members of the Association that served on the founding Board of Directors may attend any meeting of the Board of Directors as non-voting members.
6.03. Board requirements. At least 33 1/3 % (one third) of the voting Board members shall hold an ownership interest in at least one self storage facility. The Board shall provide for a method of electing Directors that ensures that 33 1/3% of the voting Board members hold an ownership in at least one self storage facility. Such method may involve numbering the seats on the Board, designating which seats on the Board will be held by facility owners, and requiring that nominations be for specific seat numbers. However, the Board shall have discretion in determining the nominations and elections method that will ensure compliance with the 33 1/3% requirement.
6.04. Immediate Past President. The Immediate Past President shall remain on the Board as a voting Director for one year following the end of his term as President,
6.05. Term of Office. The term of office for a Director shall be three (3) years, with the term commencing and ending concurrently with the Association’s fiscal year. Directors are limited to serving two consecutive terms. However, one full year after the end of a Directors’ second consecutive term, he or she shall become eligible again for election to the Board of Directors. The term of office for an Alternate Director shall be one (1) year.
6.06. Nominations for Directors. Nominations for Directors shall be accepted from any member in good standing. Nominations may be made in writing, by facsimile or electronic mail, or in person at a regular meeting of the membership, as determined by the Board of Directors. Written ballots shall be sent by First Class Mail or electronically to the members in good standing at the members’ last recorded addresses. Ballots shall be returned to the office set forth by the Directors within twenty-one (21) days following the mailing. Ballots shall be tabulated and certified as determined by the Board of Directors. The results of the election shall be announced at the Association’s next membership meeting if that shall coincide with or occur within thirty (30) days of the tabulation; otherwise the results of the election shall be announced through publication by mail or email. In lieu of the procedure for mailing ballots, the Board may provide for ballots to be distributed and returned by facsimile or electronic mail or via an on-line voting system.
6.07. Resignation of a Director. A Director may resign at any time by giving written notice to the Board of Directors. The resignation shall take effect at the time specified or, if no time is specified, at the time of acceptance by the Board of Directors.
6.08. Removal of a Director. A Director may be removed at any time by a majority vote of members of the Association. In addition, the Board shall remove any Director who has three consecutive, unexcused absences from regularly scheduled meetings. “Excused absence” is defined as an absence due to illness, work obligations, or other reasons which in the discretion of the Board establish a reasonable basis for unavoidable absence. The Board, in its discretion, may require appropriate documentation. All other absences shall be deemed unexcused.
6.09. Vacancies. Any vacancy occurring in the Board of Directors, and any Directorship to be filled by reason of an increase in the number of Directors, shall be filled by the Board of Directors, except that if there be any elected Alternate Directors, the vacancy shall be filled by selection from among such Alternate Directors. A Director elected to fill a vacancy shall be selected for the unexpired term of his predecessor in office. The Board of Directors shall have the option to, but shall not be compelled to, fill any vacancy so long as the total number of Directors remaining shall equal or exceed the minimum allowable number. If the 331/3 percentage can be maintained without an appointment, the Board may choose to leave the Board seat vacant until the next annual election.
6.10. Regular Meetings. A regular meeting of the Board of Directors may be held at the same place as the annual meeting of the members or the Board of Directors may agree to hold such other meetings as they require. The BOD shall circulate advanced notice prior to the date scheduled for such meeting(s).
6.11. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) Directors. The person or persons authorized to call special meetings of the Board may fix any place as the place for holding any special meetings of the Board called by them, so long as it shall be reasonably convenient for the attendance of a quorum.
6.12. Notice. Notice of any special meeting of the Board of Directors shall be given at least five (5) days previously thereto by written notice delivered personally, by fax or e-mail if available, or sent by mail to each Director at his address as shown by the records of the Association. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, so addressed, with postage thereon prepaid. Any Director may waive notice of any meeting. The attendance of a Director at any meeting shall constitute a waiver of notice of such meeting, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. The notice or waiver of notice of such meeting need not specify the business to be transacted nor the purpose of the meeting, unless specifically required by law or by these Bylaws.
6.13. Quorum. A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.
6.14. Manner of Acting. The act of a majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these Bylaws.
6.15. Compensation. Directors as such shall not receive any salaries or other compensation for their services as Directors, per se, but nothing herein contained shall be construed to preclude any Director from serving the Association in any other capacity and receiving compensation. Directors shall not receive expense reimbursements for attending Association functions.
6.16. Informal Action by Directors. Any action required by law to be taken at a meeting of Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing setting forth the action so taken shall be signed by all of the Directors.
ARTICLE VII Officers
7.01. The Officers of the Association shall be a President, President Elect, Treasurer and Immediate Past President. The Board of Directors may appoint one or more Assistant Treasurers to perform the duties prescribed, from time to time, by the Treasurer.
7.02. Qualifications. All Officers of the Association shall be members of the Association in good standing. However, the Executive Committee (made up of the President, President-Elect, Treasurer and Immediate Past President) may not have people serve simultaneously that are from the same company.
7.03. Election and Term of Office. The Officers of the Association shall serve one (1) year term. At the regular annual meeting of the Board of Directors after the annual election each year, the Board shall elect a new Treasurer. The prior year President Elect shall rotate into the position of President. If the election of Officers is not to be held at such meeting, such election shall be held as soon thereafter as convenient for the Board. Each Officer shall hold office until his successor has been elected and qualified.
7.04. Removal. Any Officer elected or appointed by the Board of Directors may be removed by the Board of Directors, by a three-quarters (3/4) vote of the entire Board of Directors, whenever in the Board’s judgment the best interests of the Association would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the Officer so removed.
7.05. Vacancies. A vacancy in any office, because of death, resignation, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
7.06. President. The President shall be the principal executive Officer of the Association and shall in general supervise and control all of the business and affairs of the Association. The President shall preside at all meetings of the members and of the Board of Directors. The President may sign, with any other proper Officer of the Association so authorized by the Board of Directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these Bylaws or by statute to some other Officer or agent of the Association; and in general, the President shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time.
7.07. President Elect. In the absence of the President or in the event of his inability or refusal to act, the President Elect shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The President Elect shall perform such other duties as from time to time may be assigned to him by the President or Board of Directors.
7.08. Treasurer. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of his duties in such sum and with such surety or sureties as the Board of Directors shall determine. The Association shall bear the cost of any bonds required. He shall: have charge and custody of, and be responsible for, all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article 9 of these Bylaws; and, in general, perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned to him by the President or by the Board of Trustees.
7.09. Executive Director. The Executive Director operates under a contract with the Association and the responsibilities are detailed in that document. The Executive Director works with the Officers of the Board to achieve the goals and initiatives set forth each year for the Association.
ARTICLE VIII Committees
8.01. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the Association. However, no such committee shall have the authority of the Board of Directors in reference to amending, altering or repealing the Bylaws, or in the elections, appointing or removing of any member of any such committee or any Director or Officer of the Association. Further, no Committee may sign contracts nor spend any Association funds that have not been approved by the Board and have been given no authority to do so.
8.02. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the Association may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present. Except as otherwise provided in such resolution, members of each such committee shall be members of the Association, and the President of the Association shall appoint the members and shall be, ex officio, a member of any such committee at his own discretion. Any committee member may be removed by the President of the Association whenever, in his or her judgment, the best interests of the Association shall be served by such removal.
8.03. Term of Office. Each member of a committee shall continue as such until the expiration of the period designated by the Board of Directors or next annual meeting of the members of the Association and until his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member.
8.04. Chairman. One member of each committee shall be appointed chairman by the person or persons authorized to appoint the members of that committee.
8.05. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.
8.06. Quorum. A majority of the committee members present at a committee meeting shall constitute a quorum and the act of such members present at a committee meeting shall be the act of the committee.
8.07. Rules. Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
ARTICLE IX Contracts, Checks, Deposits and Funds
9.01. Contracts. The Board of Directors may authorize any Officer or Officer’s agent or agents of the Association, in addition to the Officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association within the approved annual Budget. Such authority may be general or confined to specific instances. The Board of Directors may, solely in behalf of and for the benefit of the Association, approve and contract for any purchase, project or activity that, individually, does not require an outlay in excess of Ten Thousand Dollars ($10,000.00) annually, subject however to the requirement that sufficient non-committed monies are already on hand prior to that purchase, project or activity being approved. Any commitments for any purchase, project or activity having a cost in excess of Ten Thousand Dollars ($10,000.00) annually beyond those funds approved in the annual budget must be approved by a two- thirds (2/3) vote of the Board of Directors.
9.02. Checks and Drafts. All checks, drafts or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by such Officer or Officers, agent or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors,
9.03. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or depositories as the Board of Directors may select, except that all such depositories must be insured by the Federal Deposit Insurance Corporation.
9.04. Gifts. The Board of Directors may accept, on behalf of the Association, any contribution, gift, bequest, or devise for the general purposes or for any special purpose of the Association.
ARTICLE X Books & Records
10.01. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members entitled to vote. All books and records of the Association may be inspected by any member, or his agent or attorney, for any proper purpose at any reasonable time. Financial reports consisting of at least an Income Statement and Balance Sheet from most recent Annual Review from external CPA may be provided annually to the membership. Access does not include administrative access to the database but the limited right to obtain copies of data included on the database.
ARTICLE XI Fiscal Year
11.01. The fiscal year and annual Budget of the Association shall be such as the Board of Directors shall adopt.
ARTICLE XII Amendments to By Laws
12.01. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by action of two thirds (2/3) of the Board of Directors at any regular or special meeting of the Board of Directors, provided at least thirty (30) days’ notice and opportunity to comment has been given to members of such intention to alter, amend or repeal these Bylaws or to adopt new Bylaws. However, in the event of a written petition by not less than twenty percent (20%) of the members and its submission prior to action by the Board of Directors, any such alteration, amendment or repeal of these Bylaws, or any adoption of new Bylaws, shall not be effective until a majority vote of the members present at a regular or special meeting.
ARTICLE XIII Dues, Fees & Assessments
13.01. Annual Dues. The Board of Directors may determine from time to time the amount of initiation fee, if any, the annual dues and assessments payable to the Association by members, except that assessments for any purchase, project or activity whose undertaking shall be initiated by the Board of Directors shall be subject to the same limitations set forth in these By-Laws.
13.02. Payment of Dues. Dues shall be paid annually and shall be renewable on the first day of each fiscal year. Dues shall be payable in advance and cover a membership period of twelve (12) months. In the event of a Member’s resignation, or the termination of any membership, there shall be no refund of any dues previously paid. Dues, fees and special assessments shall be collected by the Executive Director of the Association.
13.03. Default and Termination of Membership. See Article IV of these Bylaws.
ARTICLE XIV Indemnification and Insurance
14.01. The Association shall defend and hold harmless all present and former Directors and Officers of the Association in any legal action brought against them arising out of Association business. Except for gross negligence or dishonesty, no action taken or omitted by a present or former Officer or Director shall make either liable to the association.
14.02. Insurance. The Association shall at all times maintain one or more policies of insurance covering the Directors and Officers (“D&O Policy”) in such amounts and on such terms as the Board of Directors deem advisable. The Association may maintain such other insurance policies and coverages as the Board of Directors may from time to time deem necessary or desirable.
ARTICLE XV Dissolution
15.01. Upon dissolution of the Association, any funds remaining shall be distributed to one (1) or more qualified charitable or educational non-profit organizations, to be selected by the Board of Directors. No part of the funds shall be distributed to the members of the Association.
ARTICLE XVI Amendments to By-Laws
These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a vote of the membership via electronic ballot, with said electronic ballot sent to all voting members. A vote of thirty five percent (35%) of the voting membership is required to pass any alteration, amendment or the repeal of these By-laws.
ARTICLE XVII Notices
Notice to the FSSA may be provided in writing by verified mail or via e-mail (receipt required) at the address for the Executive Director or at the address identified by the Florida Secretary of State.