FMHCA Board Eligibility Packet

FMHCA Board eligibility packet Section 1. Composition of Officers a) The officers of FMHCA shall consist of: 1. President 2. President-Elect 3. Past President 4. Secretary 5. Treasurer 6. Four (4) Regional Directors b) All officers shall serve as voting members of the Board of Directors, with each officer entitled to one (1) vote.

Section 2. General Eligibility To be eligible for nomination and service on the FMHCA Board of Directors, a candidate must meet all requirements of this Article at the time of nomination and continuously throughout the term of office.

Section 3. Membership Status and Active Membership a) Candidates must be members of FMHCA in good standing at the time of nomination and throughout their term of service. b) Candidates must demonstrate active membership, defined as a minimum of two (2) consecutive years of FMHCA membership immediately preceding nomination.

Section 4: Conflict of Interest and Dual Relationships a) Candidates must disclose any actual, potential, or perceived conflicts of interest, including dual relationships that could reasonably be viewed as influencing their judgment or decision-making on behalf of FMHCA. b) Dual relationships may include, but are not limited to: family relationships, romantic or intimate relationships, close personal friendships, business or financial relationships, supervisory relationships, university relationships or contractor relationships involving FMHCA. Section 4. Definition of Good Standing a) For purposes of Board and Officer eligibility and service, a member shall be considered in good standing if all of the following conditions are met: 1. Holds a current FMHCA membership that is active and not expired, lapsed, suspended, or terminated; 2. is current on all financial obligations owed to FMHCA, including membership dues and any required fees; 3. maintains an active, valid, and unrestricted license as a licensed mental health counselor (LMHC) in the state of Florida; 4. is in good standing with any FMHCA-affiliated local chapter of which the member is affiliated, if applicable; 5. has no unresolved ethical complaints or disciplinary actions that would reasonably bring FMHCA into disrepute; and

6.

is in compliance with FMHCA Bylaws, policies, and professional conduct expectations, including participation, confidentiality, and conflict-of-interest requirements. b) Failure to maintain good standing at any time during a term of service may result in removal from office in accordance with FMHCA policies and procedures.

Section 5. Professional Credentials a) Candidates must hold a valid, current, and unrestricted license as a licensed mental health counselor (LMHC) in the state of Florida at the time of nomination and throughout the term of office. b) Eligible candidates must hold clinical or retired membership status. c) Affiliate members and all other non-licensed membership categories are ineligible to serve on the board of directors or as officers.

Section 6. Commitment to Mission Candidates must demonstrate alignment with and commitment to the mission, values, goals, and professional standards of FMHCA. Section 7. Leadership Experience a) Candidates must meet at least one (1) of the following: 1. Prior service on the FMHCA board of directors; 2. prior service on the board of an FMHCA-affiliated chapter; or 3. prior service in a leadership or committee chair role within FMHCA or an FMHCAaffiliated chapter.

Section 8. President-Elect Eligibility (Additional Requirement) a) In addition to all other eligibility requirements, candidates for the office of President-Elect must meet one (1) of the following: 1. Prior service on the FMHCA Board of Directors; or 2. Prior service on the board of an FMHCA-affiliated chapter.

Section 9. Application Requirements Candidates shall submit all required nomination materials by the deadline established by the Association, including: a) A complete application form; b) a personal statement outlining interest in the position and vision for FMHCA; and c) a resume or curriculum vitae outlining relevant professional and leadership experience. endorsements are not required Section 10. Attendance and Participation Candidates must be able and willing to attend all scheduled board meetings and actively participate in board activities, committees, and initiatives.

Section 11. Practice Requirement Candidates must reside in the State of Florida or actively practice mental health counseling within the State of Florida.

Section 12. Terms of Office a) The term of office for elected Officers shall begin on January 1 and continue for the term specified elsewhere in these Bylaws. b) Officers may not serve consecutive terms in the same office unless no qualified candidate is available. In such cases, the Board of Directors may approve one additional consecutive term.

Section 13. Vacancy in the Office of President a) If the President resigns, dies, or is unable to complete the term, the President-Elect shall assume the office of President. b) The office of President-Elect shall then be deemed vacant. c) A special election shall be held to fill the vacant President-Elect position in accordance with the Association’s election procedures.

Section 14. Election Process a) The finalized list of nominees shall be presented to FMHCA members no fewer than fifteen (15) days prior to the election. b) Elections shall take place during a regularly scheduled monthly Board meeting.

Section 15. Terms of Officers a) Presidential Leadership Sequence The offices of President-Elect, President, and Past President shall constitute a single, consecutive leadership sequence held by the same individual over a three (3)-year period, as follows: 1. President-Elect: One (1) year 2. President: One (1) year 3. Past President: One (1) year An individual elected as President-Elect shall automatically advance to the offices of President and Past President in successive years, unless unable or unwilling to serve. b) Other Officers The terms of office for the remaining officers shall be as follows: 1. Secretary: Two (2)-year term 2. Treasurer: Two (2)-year term 3. Northwest Regional Director: Two (2)-year term 4. Northeast Regional Director: Two (2)-year term 5. Southwest Regional Director: Two (2)-year term 6. Southeast Regional Director: Two (2)-year term Section 15. Duties of Board of Directors a) The President-Elect shall be elected by the membership and shall prepare to assume the presidency by becoming familiar with its duties and responsibilities and by assisting the President in carrying them out. In the absence of the President, the President-Elect shall perform the duties of the President and shall have all the powers thereof. Additional responsibilities include participation on the Bylaws Committee and conducting a

minimum of four university visits, virtually or in-person, to present the mission and purpose of FMHCA to master's-level counselors in training and faculty. b) The President shall assume office upon the completion of their term as President-Elect and shall be a fully licensed clinician. The President shall preside at all meetings of the Board of Directors and supervise the association's affairs between Board meetings. The President shall appoint all committee chairpersons, approve committee assignments, and serve as an ex-officio member of all committees. The President shall be notified of all committee meetings. In the absence of the President, or if the President is unable to act, another Board member shall perform the duties of the President as agreed upon by majority vote of the Board. When so acting, the interim President shall have all the powers of and be subject to all the restrictions upon the President. c) The President shall assume the role of Past-President upon the completion of their term as President. The Past-President is accountable for maintaining a smooth transition of power within the presidential leadership sequence and shall develop a slate of eligible candidates for FMHCA elections through various recruitment initiatives. The PastPresident shall also serve as a member of the Ethics Committee. d) The Secretary shall be responsible for maintaining accurate and complete minutes of all Board meetings; collecting committee chair reports and ensuring they are posted by the first Monday of each month, except during the designated conference month; maintaining official organizational records; and overseeing updates to the Policies and Procedures Manual to reflect current Board actions and approved revisions. e) The Treasurer shall provide oversight of all FMHCA financial matters and shall be listed on the FMHCA bank account. The Treasurer shall be provided use of Treasurer@FLMHCA.org for the duration of their term and shall be copied on all correspondence related to financial matters. In the event a new accounting firm is retained, the Treasurer shall assist in that transition process. f) Regional Directors serve as the voice of FMHCA at the regional level and promote activities consistent with the mission and policies of FMHCA. Regional Directors may form regional committees, plan and implement regional activities, submit an annual plan, and provide periodic updates to the Board of Directors. Regional Directors must obtain approval from the Executive Director for any activity involving FMHCA resources or obligations. Each Regional Director shall be responsible for facilitating one of the four scheduled Alliance meetings per year and organizing a minimum of two in-person networking events within their region during their term of service.

Section 16. Executive Director a) The Executive Director is a salaried staff position employed by and directly responsible to the Board of Directors. The Executive Director is delegated authority to manage the day-to-day operations of FMHCA and to implement Board-approved policies, budgets, and strategic directives, including administration of programs and services; supervision of staff; routine contracting and vendor management; financial and risk management within established policies; and the engagement or conclusion of independent contractor relationships as warranted by operational needs and fiscal prudence. Termination of W-2 employees shall be conducted by the Executive Director in conjunction with the Board of Directors and in accordance with applicable law and policy.

b) The Executive Director shall serve as a non-voting participant at Board meetings, maintain sound internal controls, ensure timely and accurate financial and operational reporting to the President and Board of Directors uphold conflict-of-interest and document-retention requirements, and comply with all FMHCA policies and legal obligations. c) Actions reserved to the Board of Directors include adopting or amending Bylaws and policies; approving the annual budget and material budget deviations; setting dues and membership classes; entering into debt or transactions that materially alter FMHCA's mission, risk, or long-term obligations; approving or terminating the Executive Director; and other governance matters expressly designated to the Board of Directors Section 17. Board of Directors a) The Board of Directors is responsible for providing strategic leadership, organizational oversight, and fiduciary stewardship of FMHCA. The Board ensures that FMHCA fulfills its mission, advances the counseling profession in Florida, and operates in alignment with ethical, legal, and financial best practices. The responsibilities of the Board of Directors include: 1. Mission, Vision, and Strategic Direction: The Board of Directors shall establish and uphold FMHCA's mission, vision, and long-term strategic priorities, and shall approve annual goals, initiatives, and organizational priorities.

2. Governance and Policy Oversight: The Board of Directors shall develop, review, and update Bylaws and organizational policies, ensure decisions align with nonprofit governance standards, and maintain accountability and transparency across all operations.

3. Financial and Fiduciary Responsibilities: The Board of Directors shall oversee the budget, financial health, and resource allocation of FMHCA; ensure responsible use of funds and compliance with nonprofit financial regulations; and review financial reports and approvals.

4. Executive Director Oversight: The Board of Directors shall provide supervision and evaluation of the Executive Director, delegate operational authority while retaining governance oversight, and ensure the Executive Director acts within approved policies and budgets.

5. Advocacy and Professional Advancement: The Board of Directors shall support statewide initiatives that promote mental health counseling, ensure FMHCA remains a leading voice for licensed mental health counseling professionals in Florida, and engage in legislative and public policy advocacy consistent with the mission.

6. Committee Leadership and Accountability: The Board of Directors shall appoint committee chairs, monitor committee work, review committee reports, and ensure alignment with strategic goals.

7. Membership Engagement and Public Representation: The Board of Directors shall represent FMHCA's interests, promote member engagement, support professional development, and advance FMHCA's public visibility.

Section 18. Appointment of the Additional Board Members

The Board of Directors may appoint additional board members as needed to support the mission, operations, and strategic priorities of FMHCA. Such appointments shall be made by an affirmative vote of two-thirds (2/3) of the Board.

Section 19. Removal from Office a) Removal Authority: A Director may be removed from office, with or without cause, in accordance with Florida Statute §617.0808 and the procedures set forth in these Bylaws. b) Removal by Directors or Members: A Director elected or appointed by the Board of Directors may be removed by a majority vote of all Directors then in office, or without cause, by a two-thirds (2/3) vote of the Directors then in office. A Director elected by the membership may be removed by a majority vote of the members entitled to vote on the election of Directors. c) Regional Directors: A Director elected by a region, chapter, or other designated constituency may be removed only by the members of that same region, chapter, or constituency, and only if the number of votes cast for removal would have been sufficient to elect that Director. d) Attendance-Based Removal: If a Director fails to attend the number of Board meetings specified in these Bylaws or Board policy, the Board of Directors may remove the Director by a majority vote of the Directors then in office. e) Notice of Removal: Notice of any meeting at which removal of a Director is to be considered shall state the name(s) of the Director(s) proposed for removal and the purpose of the vote. f) Voting Requirements: Each Director proposed for removal shall be subject to a separate vote. Removal by written consent shall require a separate consent for each Director. g) Filling Vacancies: Any vacancy created by removal shall be filled by the same body entitled to elect the Director whose position has become vacant, in accordance with these Bylaws. h) Eligibility for Reelection: A Director removed from office shall not be eligible for reelection until the next annual meeting at which Directors are elected. i) Return of Corporate Property: A Director removed from office shall, within seventy-two (72) hours, return all records, documents, electronic access, and property of the Association in their possession. j) Failure to Comply: If a removed Director fails to relinquish office or return Association records, the Association may seek judicial relief as permitted under Florida law.

Section 20. Vacancies Vacancies: Vacancies in any office occurring between routine elections shall be filled by appointment by the President, provided the appointee meets all general eligibility requirements for the position. Members of the Board of Directors may submit the names of eligible individuals for consideration. Any individual appointed shall serve until the next routine election, at which time the office shall be filled by election.

Section 21. Due Process in Removal from Office a) FMHCA shall ensure procedural fairness in any action to remove an officer from office.

1. The following provisions apply:

i. Notice of Charges: The officer subject to removal shall receive written notice of the specific charges or reasons for removal at least fourteen (14) days prior to the meeting at which the removal will be considered. ii. Right to Respond: The officer shall have the right to submit a written response to the charges and to appear before the Board of Directors, either in person or virtually, to present evidence and argument prior to any vote on removal. iii. Hearing Procedure: The Board of Directors shall conduct a fair and impartial hearing, which may include presentation of evidence, witness statements, and questions by Board members. The presiding officer shall ensure orderly proceedings. iv. Voting Requirement: Removal shall require an affirmative vote of two-thirds (2/3) of the Board members then in office at a duly constituted meeting. v. Recordkeeping: All notices, responses, and minutes of the removal proceedings shall be documented and maintained in FMHCA's official records.

2. Right to Appeal: An officer removed from office may submit a written appeal to the Board of Directors within ten (10) days of the removal decision. The Board of Directors shall review the appeal and issue a final determination within thirty (30) days.

Section 22. Board Meetings a) Board meeting is a formal meeting of the Board of Directors where FMHCA conducts official business, including reviewing reports, discussing organizational matters, making decisions, and voting on items that require Board approval. Board meetings may be held virtually or in person and are conducted according to FMHCA's bylaws and adopted parliamentary procedures. A quorum, defined as a majority of the currently seated Board of Directors members, must be present in order to conduct official business or hold a vote. b) Regular Meetings: Regular Meetings: The Board of Directors shall hold regularly scheduled meetings once a month, conducted virtually, to carry out the business of FMHCA. These meetings may include reviewing financial reports, strategic initiatives, policy matters, and other items requiring Board of Directors discussion or approval. i. Executive Session: Executive Session is a private portion of a Board of Directors meeting where sensitive or confidential matters are discussed. No votes or formal actions shall be taken during Executive Session. c) Special Meetings: A special meeting of the Board of Directors may be called when urgent matters arise that require Board of Directors action before the next regularly scheduled meeting, including legal issues, compliance matters, or emergency decisions affecting the operations of FMHCA. Notice of the date, time, and location of any special meeting shall be provided at least forty-eight (48) hours prior to the meeting. Notice may be communicated by email or telephone, and confirmation of receipt is expected. d) Annual Leadership Retreat: The Board of Directors shall hold an Annual Leadership Retreat as an in-person meeting designed to support strategic planning, leadership development, and organizational goal setting for FMHCA. The retreat provides an opportunity for Board of Directors members to review FMHCA's progress, discuss priorities, strengthen collaboration among leadership, and plan for the upcoming year.

The retreat will include a team dinner to support relationship-building among Board of

Directors members. Attendance is mandatory, and the Annual Leadership Retreat shall not be attended virtually. e) In-Person Board Meeting at the Annual Conference: The Board of Directors hold at least one in-person Board of Directors meeting each year during the FMHCA Annual Conference. Attendance by all currently elected Board of Directors members is required.

Section 23. Rules of Board of Directors Meetings a) Board Meeting Format: Meetings of the Board of Directors may be held in person or through electronic means, provided that all participants can simultaneously hear and be heard by one another. Such meetings shall constitute a valid meeting. b) Agenda: An agenda shall be prepared for each Board of Directors meeting and distributed to Board of Directors members prior to the meeting. c) Meeting Materials and Reports: Board of Directors members responsible for providing reports shall submit their reports at least one (1) week prior to the scheduled meeting.

Reports shall be posted in the Board Member Forum and distributed to Board of Directors in advance to allow adequate time for review and informed discussion during the meeting. d) Participation: Board of Directors members are expected to attend meetings, participate in deliberations, and review materials distributed prior to meetings in order to support informed decision-making. Board of Directors members may miss no more than two (2) meetings per year unless formally excused by the President. Notice of a planned absence must be emailed to the President at least twenty-four (24) hours prior to the meeting. e) Quorum: A quorum, defined as a majority of the currently seated members of the Board of Directors, must be present in order to conduct official business or take a vote. f) Voting: Each member of the Board of Directors shall have one vote. g) Conflict of Interest: Any Board of Directors member who has an actual or potential conflict of interest regarding a matter before the Board of Directors shall disclose the conflict as soon as it becomes known and prior to discussion or voting on the matter. The Board of Directors may require the member to abstain from discussion and voting on the matter, consistent with FMHCA's conflict-of-interest policy and applicable law. h) Minutes: Minutes shall be recorded for all meetings of the Board of Directors and maintained as part of the official records of FMHCA. i) Parliamentary Authority: Meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order unless otherwise specified in these Bylaws or by special rules adopted by FMHCA.