Bylaws

The purpose of this non-profit organization is exclusively charitable, scientific, and educational within the meaning of Section 501(c)(3) of the Internal Revenue Code. Further, the purpose of the Council shall be to act as a forum, resource, catalyst, and liaison concerning urban forestry issues within the State of Florida. FUFC shall not carry on any activities not permitted to be carried on by an organization exempt from Federal Income Tax under Section 501(c)(3) of the current version of the Internal Revenue Code or the corresponding provision of any future United States Internal Revenue law.

The Council may affiliate and collaborate with other organizations, as deemed necessary to achieve the purpose stated in Article II. The Council may enter into partnerships. All affiliations and partnerships shall be subject to approval by the Executive Board and must align with the mission and purpose of the Council. No affiliation or partnership shall imply endorsement of any organization, product, or service without explicit approval of the Executive Board.

Section 1. Eligibility for Membership. Membership shall be open to any organization, society, association, business, public agency, group, professional, or citizen having an interest in urban forestry.

Section 2. Membership Categories and Dues. Membership categories and annual dues shall be established and published by the Executive Board as needed, and reviewed at a minimum as part of each five-year strategic plan.

Section 3. Honorary Member – Honorary membership is a permanent membership category and is reserved for an individual who has demonstrated an unusual capability and interest in urban forestry and who, in the opinion of the Executive Board, is deserving of such recognition. This shall include all Past Presidents of the Council. There are no dues for an Honorary Member.

Section 4. Member Participation. Members may volunteer to serve on committees and be elected or appointed to serve on the Executive Board. All members are welcome to attend all meetings of the Council, and to support and participate in achieving the objective of the Council.

Section 1. Executive Board Positions. The governing body of the Council shall be the Executive Board. The Executive Board may modify any of these positions and the number of board positions as deemed necessary to achieve the purpose stated in Article II. Each position on the Executive Board is a voting position for all business of the Board and the Council overall. The President is a voting position, but shall only vote in the event of a tie. The current Executive Board Positions, with the organizations and/or Urban Forestry industry segments in Florida that they represent, are:

Executive Officers: Immediate Past President

• President
• President-Elect
• Vice President
• Secretary
• Treasurer

Executive Board Positions:

• One member from the Cooperative Extension Service.
• One member who is employed as a Municipal / City Arborist or equivalent. One member who is employed as a Private Arborist.
• One member who is employed in Utility Vegetation Management.
• One member from the Florida League of Cities.
• One member from a tree advocacy group, conservation organization, or garden club.
• One member from the Florida Nursery, Growers and Landscape Association.
• One member from the Florida Recreation and Park Association. One member from the American Society of Landscape Architects, Florida Chapter.
• One member from the staff of the Florida Department of Transportation.
• One member from the Florida Chapter ISA.
• One member from the Society of American Foresters, Florida Division.
• Up to twelve advisory positions (including Officer Positions)

Section 2. Initial Appointment of Executive Board Positions Members of the Executive Board shall serve terms of three years, except that those members initially appointed to the Executive Board served staggered terms of one, two, or three years. [Included for Historical Reference Only]

Section 3. Election of Executive Board Positions. At least sixty days prior to the end of the calendar year, the Board shall appoint at least a three-member nominating committee to nominate candidates for appointment by their corresponding Member Organizations, or open election, to the Executive Board for the next three-year term of each position (not every position is due for appointment or election every year). Terms shall begin at the start of the following fiscal year.

Section 4. Advisory Positions. The President may appoint a maximum of six of the Council’s Advisory Positions to the Executive Board for terms not to exceed one year. Advisors may be reappointed by succeeding presidents for an unlimited number of terms. Advisors hold voting positions on the Executive Board. Additional Advisory Positions may be assigned to the six Executive Officers (Immediate Past President, President, President-Elect, Vice President, Treasurer, Secretary) to fulfill their scheduled time in office, if they no longer have a current Board Position in any given year.

Section 5. Vacancies. Anyone serving on the Executive Board may resign in writing to the President. Vacant positions on the Executive Board shall be filled by appointment by the President, and ratified by a majority vote of the Executive Board. Any person so appointed shall fulfill the current term of the position filled.

Section 6. Any member of the Executive Board may be removed from office for conduct unbecoming of them towards FUFC, as defined by the latest edition of Roberts Rules of Order, or upon missing two (2) consecutive meetings without just cause and/or failure to notify the President or Executive Director. Removal requires a majority vote approving such by the Executive Board. Any vacancies occurring as a result of this Section will be filled in accordance with Article V, Section 5.

Section 7. Board Consultants. Consultants (Champions) to the Executive Board may be appointed by the President as needed to support the mission, initiatives, and strategic priorities of the Council for a defined term as approved by the Executive Board. They do not have voting rights and do not alter the voting structure of the Executive Board.

Section 1. Council Meetings. The Florida Urban Forestry Council shall hold a Membership Meeting (also known as the Annual Meeting) at least once each year, with the Executive Board reporting to the membership about current operations and plans for the organization, and all meeting topics open for discussion with all members in attendance. This meeting may be held either at a common location or electronically, as long as all FUFC members in attendance are not restricted from full discourse and participation by the electronic medium.

Section 2. Executive Board Meetings. The Executive Board shall meet at least six times each year, and more frequently if deemed necessary. A majority of Executive Board Members present at a scheduled meeting shall constitute a quorum. Executive Board meetings may be held either at a common location or electronically, as long as all Executive Board Members in attendance are not restricted from full discourse and participation by the electronic medium. Executive Board members must be in attendance to vote, as proxy voting shall not be permitted. The Executive Director shall distribute to the Executive Board an agenda at least one week in advance of each meeting.

Section 3. Consent Without Meeting. The Executive Board may take action in between meetings via electronic voting or other accepted format with simple majority approval, as needed. A record of each such vote, including how each member voted, shall be retained with the Council’s official records.

Section 1. Executive Officers. The Executive Officers shall be the President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President. The President-Elect, in the absence of the President, shall preside at all meetings of the Council and Executive Board. The President shall vote only in the event of a tie.

Section 2. Terms of Office. The President, President-Elect, Vice President, Secretary, Treasurer, and Immediate Past President shall each serve terms of one year. If the President is elected to a second term of office, the President-Elect and Immediate Past President have the option to serve a corresponding second term of office. No President shall be elected to more than two (2) consecutive full terms.

Section 3. Nominations of Executive Officers and Board. At least sixty days prior to the end of the calendar year, the Immediate Past President shall appoint a three-member committee to nominate Executive Officer and

Board candidates for election by the Executive Board. The nominating committee should be chaired by the

Section 4. Election of Executive Officers. The President-Elect, Vice President, Secretary, and Treasurer shall be elected annually from the Executive Board by a majority vote. The President-Elect, who was elected for the current year, automatically becomes the President in the next fiscal year. The President who was elected for the current year automatically becomes the Immediate Past President in the next fiscal year. Candidates for President-Elect should have a minimum of two years remaining in their current term of office. In the event that a candidate is elected to an Officer position and does not have sufficient time remaining in their term, the President may appoint that person to an Advisory Position. That position shall automatically be reappointed on an annual basis until the officer(s) have completed their terms, unless the candidate obtains appointment/reappointment for another Board Position. Election of Executive Officers shall be completed at the last Executive Board meeting of each fiscal year. Terms shall begin at the start of the following fiscal year.

Section 5. Eligibility for Office. A Member in good standing shall be eligible for a position on the Executive Board. A “Member in good standing” is defined as a member meeting all requirements for membership as defined herein.

Section 6. Duties of Officers.

President – The President shall be directly responsible for the supervision and guidance of the affairs of this Council and shall preside over all meetings of FUFC. The President shall enforce the Bylaws of the Florida Urban Forestry Council and perform other duties that would be recognized as being part of the office.

President-Elect – The President-Elect will preside over all meetings in the absence of the President. Candidates for President-Elect shall have a minimum of one year of experience serving on the Executive Board. Due to the nature of this office, the President-Elect shall become familiar with the policies, procedures, and business operations of the Council in preparation to fill the role of President. The President-Elect should, when practical, serve as a Chair for at least one standing committee.

Vice President – The Vice President shall preside in the absence of the President-Elect and in the absence of the President at all FUFC functions. The Vice President should serve, when practical, as a Chair for at least one standing committee, when practical.

Secretary – The Secretary shall have oversight and accountability for accurate recordkeeping of meetings and the names of all appointed committees and their functions. The Secretary shall also maintain a record of policies and issues of the Executive Board and Officers. Electronic and Artificial Intelligence may be utilized to support the duties of this position.

Treasurer – The Executive Director shall be the custodian of all financial matters of the Council. The Treasurer shall be responsible for reviewing the financial records and tax returns from the Council treasury and reporting on the same at all FUFC Executive Board meetings. The Treasurer will work with the Executive Director and Certified Public Accountant and/or Financial Advisor to investigate and verify that all tax laws and procedures are duly adhered to and that the Council is established in its rightful and correct position, as so stated in ARTICLE I.

Immediate Past President – The Immediate Past President should serve as chair of the Nominating Committee as per Article VII, section 3.

Immediate Past President or other appointee as necessary.

Section 7. Records. Each Officer and Committee Chair shall, upon the expiration of his/her term of office, and upon the selection of a successor, deliver to the successor the records of his/her past office or position. FUFC will keep any business records electronically, unless a physical copy is required for legal and/or financial reasons.

Section 8. Executive Director. The Council may employ or contract an Executive Director to provide organizational management and secure supplemental funding for Council activities. The Executive Director is individually authorized to expend up to and including $2,500.00 of Council funds in fulfilling assigned duties, with authorization for larger transactions requiring approval of the Executive Officers up to $10,000, and approval of the Executive Board for amounts above $10,000. Employment or contract for an Executive Director shall be reviewed and/or renewed on an annual basis by a majority vote of the Executive Board.

Executive Director Duties:

• Provide operational and administrative support to the Council.
• Assist in the implementation of Council programs and initiatives.
• Coordinate partnerships and collaborative efforts.
• Support communications, meetings, and reporting functions.
• Serve as a liaison between the Executive Board and external stakeholders.
• Act within and uphold the bylaws.
• Work with the Executive Board, CPA, and/or Financial Advisor to investigate and verify that all tax laws and nonprofit organization standards are met by FUFC, and that the Council adheres to these Bylaws in all activities.

All members of the Council and Executive Board shall serve on a voluntary basis and receive no compensation for their service. They may, however, be reimbursed for associated travel expenses, pending availability of funds.

Section 1. Committees. The following are the current committees of FUFC. The President, with approval of the Executive Board, may appoint or discontinue committees as necessary to achieve the goals of the Council.

• Officers.
• Awards Committee.
• Communications Committee.
• Education Committee.
• Events Committee.
• Finance Committee.
• Marketing and Sponsorship Committee.
• Membership Committee.
• Nominations Committee.
• SOAP Committee.

Committee roles and responsibilities may overlap as necessary to support the mission of the Council.

The fiscal year of the Council shall be from January 1st to December 31st of each year.

The revenue of the Council shall be from grants, membership dues, sponsorships, program fees, donations, and any other source of revenue approved by the Council.

Parliamentary procedures as defined in the current edition of Robert’s Rules of Order shall govern all Council Meetings and all meetings of the Executive Board.

Section 1. Dissolution. The Council may be dissolved by a majority vote of the Executive Board and ratified by a two-thirds vote of the members present at the annual meeting or special meeting of members duly scheduled, provided written notice of the proposed dissolution has been communicated at least thirty days in advance.

Section 2. Assets. Upon dissolution of the Council, the assets remaining after payment of all debts and liabilities shall be donated to one or more non-profit tax-exempt organizations as described in Section 501(c)(3) of the Internal Revenue Code. The Executive Board shall determine that assets may be donated to properly qualified organizations that are dedicated to acting as a forum and resource for Urban Forestry issues in Florida.

Members of the Executive Board and Officers shall act in the best interest of the Council and avoid conflicts of interest. Any individual with a financial or professional interest in a matter under consideration shall disclose such interest to the Executive Board. Individuals with a conflict of interest shall recuse themselves from discussion and voting on the matter. The Council shall maintain a record of disclosed conflicts as applicable. Members shall conduct themselves in a manner consistent with the mission and ethical standards of the Council.

These Bylaws may be amended by a majority affirmative vote of Members present at a designated membership meeting. A ballot with the proposed amendment(s) shall be sent electronically or by mail to all members a minimum of 30 days prior to the membership meeting. Results will be published on the Council’s website and in the first published newsletter after the results are tabulated.

• (Amended April 8, 1992)
• (Amended August 31, 1994)
• (Amended September 6, 1995)
• (Amended September 26, 1997)
• (Amended August 21, 1998)
• (Amended February 4, 2000)
• (Amended December 17, 2003)
• (Amended September 29, 2006)
• (Amended October 5, 2007)
• (Amended October 7, 2011)
• (Amended July 2026)