SIXTH Amended and Restated Bylaws of Building Owners and Managers Association of Jacksonville, Inc.Effective as of the 10th day of May, 2023

 

ARTICLE I

Introduction

SECTION 1. Definition of Bylaws. These bylaws (these “Bylaws”), constitute the code of rules adopted by the Building Owners and Managers Association of Jacksonville, Inc., a Florida non-profit corporation (the “Association”), for the regulation and management of its affairs.

SECTION 2. Purposes. The Association is organized and shall be operated exclusively for professional and educational purposes, which purposes shall include, but are not limited to, the advancement of building ownership and management and such other related purposes within the greater Jacksonville area.

ARTICLE II

Name and Offices

SECTION 1. Name. The name of this Association is Building Owners and Managers Association of Jacksonville, Inc.

SECTION 2. Office. The principal office of this Association in this state shall be located at such place as determined by the Board of Directors. The Association may have such other offices for the transaction of business at other locations as the Board of Directors may designate or as the business of the Association may require.

SECTION 3. Registered Office and Registered Agent. The Association shall have and continuously maintain in the State of Florida a registered agent whose office is identical with such a registered office as required by the Florida Statutes. The registered office may be, but need not be, identical with the principal office in the State of Florida, and the address of the registered office may be changed from time to time by the Board of Directors.

ARTICLE III

Membership

SECTION 1. Classification. The classifications, qualification, privileges, and obligations of members (each a “Member” and collectively, the “Membership”) shall be as set forth in this Article.  Admission of any new Members are subject to the review and approval of the Board of Directors by majority vote.  The Board of Directors may remove any Member at any time by unanimous vote.

  • (1) Principal Members. The basic unit of membership of this Association shall consist of individuals and entities who are owners, managers or leasing brokers of commercial buildings or other commercial real property facilities (each a “Principal Member”). Principal Members shall be represented by one or more representatives (each a “Designated Representative”), employed and chosen by the Principal Member. All Designated Representatives shall be considered when calculating ratios for the BOMA International and BOMA Florida rosters.

(2) Principal Supplemental Members. “Principal Supplemental Members” shall be individuals who hold one of the following positions or substantial equivalent: Assistant Property Manager, Assistant Real Estate Manager, Assistant General Manager, Tenant Coordinator, or Property Administrator, and who also has a membership under the Principal category above. Principal Supplemental Members are considered members of BOMA International and BOMA Florida.

(3) Principal Engineer Members. “Principal Engineer Members” shall be individuals who are employed by a current paid Principal Member.  When there is only one Principal Engineer Member, the Principal Engineer Member shall pay for and receive full benefits.  To the extent there are more than one Principal Engineer Members who are employed by a current paid Principal Member, the first Principal Engineer Member shall receive full benefits.  Each additional Principal Engineer Member employed by the same Principal Member may elect whether to pay for and receive full benefits or only receive local benefits. The Principal Engineer Members who receive full benefits shall be considered a Designated Representative when calculating ratios for the BOMA International and BOMA Florida rosters.

  • Broker Members. “Broker Members” shall be individuals or entities who lease properties or who are dedicated brokering or sales agents for properties in the Northeast Florida area, but who do not manage properties. Broker Members shall be represented by one or more representatives (each a “Designated Representative”), employed and chosen by the Broker Member. All Designated Representatives shall be considered when calculating ratios for the BOMA International and BOMA Florida rosters.
  • Emerging Professionals. “Emerging Professionals” shall be property managers and assistant property managers who have been in the real estate business for five (5) years or less and are employed by a company that already has one Principal member.  The Emerging Professional may pay for and elect whether to receive full benefits or only receive local benefits.  The Emerging Professional who receives full benefits shall be considered a Designated Representative when calculating ratios for the BOMA International and BOMA Florida rosters.

 

  • Associate Members. “Associate Members” shall be individuals or entities who provide services or products related to the operation and maintenance of commercial buildings or other commercial real property facilities. Associate Members shall be represented by one (1) or more Designated Representatives chosen by the Associate Member. Only one (1) Designated Representative shall receive full benefits and be calculated into the ratio for the BOMA International and BOMA Florida rosters, all others shall receive local benefits only.
  • Student Members. “Student Members” shall be individuals who are enrolled full time (minimum twelve (12) credit hours or the full time credit hours equivalent for any graduate level program) in a college or university under a real estate major or business major. Proof of enrollment must be provided at the time of application. Student Members shall receive local benefits only.
  • Complimentary Members. “Complimentary Members” shall be persons or organizations who provide services to the Association that merit complimentary membership in the Association, as determined by the Board of Directors. Complimentary Members shall not be obligated to pay dues or assessments to the Association and shall not have voting privileges on matters presented to the Association for a vote by virtue of their status as Complimentary Members. Upon the approval of the Board of Directors, Complimentary Members may be compensated by the Association for their services in addition to being granted Complimentary Member status. The Board of Directors may, at its discretion, revoke the membership of any Complimentary Member at any time. Complimentary Members will be reported on the BOMA International Roster and BOMA Florida Roster as deemed appropriate or necessary by the Board of Directors.
  • Transitional Members. In the event that a Designated Representative of a Principal Member is terminated by or resigns from employment with that Principal Member, such Designated Representative’s membership shall automatically be deemed converted to a “Transitional Member Representative,” possessed of all the privileges and obligations of membership (except there shall be no obligation for that Transitional Member Representative to pay dues) (“Transitional Membership”). Such Transitional Membership shall expire at the earlier of (i) ninety (90) days after the termination or resignation from the Principal Member as referred to above, or (ii) thirty (30) days after the Designated Representative begins a new job. The Board may grant the Transitional Member Representative one (1) additional ninety (90) day Transitional Membership extension (“Additional Transitional Membership”), by a majority vote of the Board of Directors, in which case the Additional Transitional Membership shall expire at the earlier of (i) ninety (90) days after the end of the Transitional Membership, or (ii) thirty (30) days after the Transitional Member Representative begins a new job.
  • Corporate Associate Members. “Corporate Associate Members” shall refer to companies with two (2) or more Associate members. One designated company representative will receive all information from BOMA International and BOMA Florida, and that designated member will be the member of record for BOMA International. Each additional representative listed will be able to participate in all BOMA Jacksonville functions but will not be reported to BOMA International.
  • Lifetime Members. “Lifetime Members” shall be designated by the Board of Directors. Any representative of a Principal Member or Associate Member who has at least twenty (20) years of continuous membership in the Association is eligible to become a Lifetime Member. Each Lifetime Member shall be entitled to one (1) vote on all matters presented to the Association for a vote. Lifetime Members shall not be obligated to pay dues or assessments.

SECTION 2. Membership Ratio. The Association shall achieve and maintain a minimum balance of fifty percent (50%) Principal Membership base. At any time the Principal Membership falls below a fifty percent (50%) ratio reported on the BOMA International and BOMA Florida rosters, a waiting list for Associate Members shall be established and any Associate Member application shall be placed on the waiting list.

SECTION 3. Eligibility. Membership is open to all individuals and entities involved in commercial buildings or other commercial real property facilities in the Association geographic area as that area is defined by the Federation Agreement dated February 18, 1988 executed with BOMA International. Individuals and entities not engaged in such business within the defined area may apply and be considered for membership to the Association provided, however, that their business location is not included in the geographic area outlined by a Federation Agreement executed by BOMA International and another BOMA Local. Exceptions can be made with permission from BOMA Local or BOMA International.

SECTION 4. Manner of Admission. Unless a waiting list has been incorporated due to a failure to meet the member ratio requirement as set forth in Article III, Section 2 of these Bylaws, an applicant shall become a Member upon submission of an application, payment of required dues, and satisfaction of all eligibility requirements set forth in Article III, Section 3 of these Bylaws.

SECTION 5. Continued Membership. The Board of Directors of the Association shall establish annual dues for membership classifications and Members shall continue in good standing when the annual dues are paid by March 1st. Good standing means that the Member is in compliance with these Bylaws, the requirements set forth on the membership application and all of the policies and procedures of the Association.  The Board of Directors may, at its discretion, review the membership eligibility of each Member.

SECTION 6. Voting Rights. Each Member reported to the BOMA International and BOMA Florida rosters, is entitled to one (1) vote on each matter submitted to a vote of the Membership. Student Members and Complimentary Members shall not have voting privileges on matters presented to the Association for a vote by virtue of their status as Student Members or Complimentary Members, as applicable.

SECTION 7. Transfer of Membership. Membership in this Association is non-transferable and non-assignable unless written notice is given from the company-Member wishing to assign or transfer such membership due to a merger or transfer of property ownership/management. However, a Principal Member or Associate Member may replace its Designated Representative upon giving written notice to the Association, provided the replacement Designated Representative is qualified under Article III, Section 3 of these Bylaws.

SECTION 8. Termination of Membership. Membership shall terminate in this Association upon the occurrence of any of the following events, and for no other reason:

  • Receipt by the Board of Directors of the written resignation of a Member, executed by such Member or a duly authorized attorney-in-fact.
  • Removal in accordance with these Bylaws as amended from time to time.
  • Failure to pay within sixty (60) days any amounts due and owing to the Association, including, but not limited to, special assessments, and failure to pay before March 1st, annual membership dues for the current calendar year. Members who join between March 1st and July 1st shall pay, in advance, membership dues for a full calendar year.
  • Breach of a duly adopted code of ethics or any other policies as may be adopted by the Board of Directors from time to time.
  • Majority vote of the Board of Directors to terminate any Complimentary Member.

SECTION 9. Restriction of Rights. No Member shall communicate for the Association to the news media or anyone else without specific express authority from the Board of Directors.

ARTICLE IV

Membership Meetings

SECTION 1. Place of Meeting. Any meeting of the Members shall be held at a place appointed by the Board of Directors.

SECTION 2. Notice of Meetings. Written or printed notice stating place, day and hour of any meeting of the Members shall be delivered either personally, by mail, facsimile and/or electronic mail to each member entitled to vote at such a meeting and not less than ten (10) days before the date of such meeting.

SECTION 3. Quorum. The presence in person or by a properly completed proxy of at least twenty-five percent (25%) of the Members of the Association eligible to vote, including at least two (2) officers of the Association, shall constitute a quorum at any meeting of the Members of the Association for purposes of transacting business.

SECTION 4. Annual Meeting of Members. The Annual Meeting of Members (the “Annual Member Meeting”) shall be held at such time and place as directed by the Board of Directors. The Annual Member Meeting shall have as one of its purposes the report of the activities of the Association during the previous year and the election of Officers and Directors.

SECTION 5. General Meeting of Members. General Membership meetings of the Members of the Association shall be held monthly unless otherwise directed by the Board of Directors.

SECTION 6. Special Meetings of Members.

  • Special meetings of the Members may be called by any one of the following:
  • A majority of the Members of the Board of Directors;
  • The President; or
  • Voting Members having at least twenty-five percent (25%) of the votes which all Voting Members are entitled to cast at such meeting.
  • No business other than that specified as the purpose in the notice of the special meeting shall be discussed or transacted at such special meeting.

SECTION 7. Members’ Proxy Voting. A Voting Member may vote either in person or by proxy executed in writing by the Member or by his duly authorized attorney-in-fact. No proxy shall be recognized as valid after eleven (11) months from the date of its execution unless expressly provided otherwise in the proxy.

ARTICLE V

Directors

SECTION 1. Definition of Board of Directors. The “Board of Directors” (also referred to herein as the “Board”) is that group of persons (each a “Director”) who shall establish policies and procedures and provide management and planning of this Association subject to the law, the Articles of Incorporation, and these Bylaws.

SECTION 2. Qualifications of Directors. The qualifications for becoming and remaining a Director of this Association having the right to vote is that the proposed Director must: (a) have been a Member of the Association in good standing for at least one (1) year prior to his or her nomination, (b) be over the age of eighteen (18) years. Notwithstanding the foregoing, in the Board’s discretion upon extenuating circumstances, the eligibility requirements of (a) above may be waived (e.g., for an exceptional candidate such as a candidate with special qualifications or one that has transferred from another BOMA Local).

SECTION 3. Number and Right to Vote of Directors. The Board of Directors shall consist of a minimum of seven (7) and a maximum of fifteen (15) Directors (including officers, Executive Director (BAE) and Legal Advisory Director) elected for one (1) year terms. The Board shall consist of the officers, immediate former president and other qualified members of the Association. A majority of the board shall consist of principal members whenever possible. The Executive Director (described in Article VI, Section 7 of these Bylaws) and Legal Advisory Director (described in Article VI, Section 8 of these Bylaws) shall be made part of the Board of Directors without a voting right.

SECTION 4. Terms, Election and Removal of Directors.

  • Directors shall have a term of one (1) year commencing January 1st of each year. Each Director shall hold office for the term for which he/she was elected and until a successor has been elected and qualified.
  • Directors, except for the Legal Advisory Director, shall be elected by a majority vote of the Membership eligible to vote. A Nominating Committee shall consist of the Immediate Past President, current President and President-Elect and two (2) Associate Members. The two (2) Associate Members shall be selected by the Immediate Past President, current President and President-Elect and all must meet the qualifications according to the Association Nominating Procedures. At a meeting of the Board of Directors, the Nominating Committee shall present a slate of nominees to the Board of Directors for the coming year, and this slate shall be presented and voted on at the Annual Meeting. In the event a nomination from the floor is made and seconded at the Annual Meeting, each of the proposed Directors from the slate of Directors, with the exception of the Legal Advisory Director, shall be voted on individually by the Membership eligible to vote, and the fourteen (14) candidates receiving a plurality of the votes shall be declared as the Board of Directors. The fourteenth (14th) candidate shall be the Executive Director and shall not have a voting right. The Legal Advisory Director shall be elected by the Board of Directors during the November business meeting and shall be given Complimentary Member status in the Association.
  • A Director may be removed from office by an affirmative vote of at least a majority of the Members of the Board of Directors, when such action will serve the best interests of this Association.
  • Directors who are absent from three (3) monthly Board meetings during a term or two (2) unexcused consecutive monthly Board meetings may be removed from office by a majority vote of the Board of Directors (where the proposed removed Director will not be permitted to vote).

SECTION 5. Vacancies on the Board. Resignation of a Director shall become effective immediately or on the date specified by the resigning Director and a vacancy shall be deemed to exist as of such effective date. Any vacancy occurring in the Board of Directors, whether by resignation, removal, death or otherwise, may be filled by a majority vote of the Directors remaining on the Board of Directors. The new Director elected to fill the vacancy shall serve for the unexpired term of the predecessor in office.

SECTION 6. Place of Meetings of Directors. Meetings of the Board of Directors, both regularly scheduled meetings and special meetings, shall be held at such place or places as the Board of Directors designates.

SECTION 7. Regular Meetings of Directors. Meetings of the Board of Directors shall be held at least ten (10) times per year unless otherwise directed by the Board. Written notice stating the place, day and hour of each monthly meeting shall be delivered to each Director and all Members either personally, by mail, facsimile or electronic mail, or by posting notice of the meeting on the Association’s website or electronic calendar of the events.  Such written notice shall be by or at the direction of the President or the Secretary and shall be provided no less than five (5) days before the date of the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of this Association, with postage prepaid. If sent by facsimile or electronic mail, such notice shall be deemed delivered when transmitted. Such notice need not state the business to be transacted at or the purpose of such meeting.

SECTION 8. Notice of Special Meetings of Directors. Written notice stating the place, day and hour of any special meeting of the Board of Directors shall be delivered to each Director and all Members not less than three (3) days nor more than thirty (30) days before the date of the meeting, either personally, by mail, or by electronic device, by or at the direction of the President or the Secretary, or the persons calling the meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the Director at his address as it appears on the records of this Association, with postage prepaid, or if sent by electronic device, when transmitted. Such notice shall state the business to be transacted or the purpose of such meeting.

SECTION 9. Call of Special Meetings of Directors. A special meeting of the Board of Directors may be called by either the President or by a majority of the Directors.  If said special meeting is held by way of electronic device, the subsequent results of said meeting shall be published in writing and distributed to all board members.

SECTION 10. Waiver of Notice. A director may waive notice of a special meeting of the Board of Directors in writing either before or after the meeting, and the waiver shall be deemed equivalent to giving notice. The attendance of a Director at a meeting shall constitute waiver of notice of the meeting unless he or she attends for the express purpose of objecting to the transaction of the business because the meeting has not been lawfully called or convened.

SECTION 11. Quorum of Directors. A majority of the Board of Directors then serving shall constitute a quorum. The act of majority of the Directors present at a meeting at which a quorum is presented shall be the act of the Board of Directors unless a greater number is required by law, by the provision of the Articles of Incorporation or by these Bylaws.

SECTION 12. Directors’ Meetings by Communications Equipment. Meetings of the Directors may be held through any equipment communications if all persons participating can hear each other, and participating in a meeting pursuant to this section shall constitute presence at such meeting.

ARTICLE VI

Officers

SECTION 1. Roster of Officers. The officers of this Association (each an “Officer,” and collectively, the “Officers”) shall consist of the following:

(a)  President                      (b)  President-Elect

(c)  Secretary                      (d)  Treasurer

SECTION 2. Election of Officers; Eligibility. The Officers of the Association shall be elected annually by a majority vote of the Board of Directors who are eligible to vote, with the vote taking place at the December meeting of the Board of Directors, or at another designated Board of Directors meeting prior to the start of the new year. Any person may hold more than one Officer position provided however that the President cannot also serve as the Secretary. Notwithstanding anything to the contrary, unless the President-Elect decides that he/she does not want to serve as the President of the Association, the President-Elect shall succeed to the position of President on January 1st of the year following the calendar year in which the term of the prior President expires, and therefore, the position of President shall not be filled by election. If the President-Elect decides not the serve as President for the following year, the Board of Directors shall appoint a President by majority vote.  Officers shall hold office commencing on January 1st of each year for a one (1) year term (until their successors take office). The Officers shall be Principal Members whenever possible.

SECTION 3. President. The President shall preside at all meetings of Members and of the Board of Directors. The President shall be Chief Executive Officer and head of the Association in the recess of the Board of Directors, the President’s actions being subject to its approval; and the President shall have the general control and management of its objects and affairs, and also, subject to the approval of the Board of Directors, may delegate any power not exclusively conferred upon the President, by the Bylaws, to any Officer or Officers of the Association or Members thereof.

The President shall appoint all committee chairpersons, unless otherwise provided by statute or these Bylaws. At the first regular meeting after election, the President shall appoint such standing and special committees as may be deemed necessary by the Board of Directors.

The President shall annually submit to the Members of this Association at their regular Annual Member Meeting a true, full and detailed report of the work done and results accomplished by the Association during the preceding year, and shall report all matters within such President’s knowledge, which are of interest to this Association.

The President shall only be entitled to vote as a Director to break a tie vote.

The President shall serve as Chairperson of the Executive Committee, which shall be made up of the President, President-Elect, Treasurer, Secretary, and Immediate Past President. The committee is delegated to be the action committee of the corporation and make recommendations to the Board of Directors as necessary. The Executive Committee shall perform such duties as are required under the Bylaws or as may be described by the Board of Directors.

SECTION 4. President-Elect. The President-Elect, shall, in the absence of the President or in the event of the President’s death, inability or refusal to act, perform the duties and exercise the powers of the President. The President-Elect also shall perform such other duties as from time to time may be assigned to them by the President or the Board of Directors.

SECTION 5. Secretary. The Secretary shall be responsible for such books, documents, and papers as the Board of Directors may determine. The Secretary shall attend and be responsible for the minutes of all meetings and proceedings of the Board of Directors and Members of the Association, and shall cause all votes to be recorded. The Secretary shall ensure that a record is maintained, containing the names, alphabetically arranged, of all persons who are Members of the Association, showing their places of employment, and such book shall be open for inspection as prescribed by law. The Secretary shall give, or cause to be given, notice of calls for dues and proper notice of all meetings of the Board of Directors and of the Association. It shall be the duty of the Secretary to perform the duties which may have been assigned by the Board of Directors to the Executive Director during any period in which there is no Executive Director or any time the Executive Director is unable to conduct the business delegated. The Secretary shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall do and perform such other duties as may be assigned by the Board of Directors. The Secretary may delegate any of the foregoing duties and obligations to the Executive Director but shall remain responsible for the proper performance of said duties and obligations.

SECTION 6. Treasurer. The Treasurer shall have charge and custody of all funds of this Association, deposit the funds as required by the Board of Directors, keep and maintain adequate and correct accounts of the Association’s properties and business transactions, render reports and accountings to the Directors and to the Members as required by the Board of Directors or by law, and perform in general duties incident to the office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors. The Treasurer shall present an annual operating budget at the Board meeting in December to be voted on by the Board of Directors. The Treasurer may delegate any of the foregoing duties and obligations to the Executive Director but shall remain responsible for the proper performance of said duties and obligations.

SECTION 7. Executive Director (BOMA Association Executive). The Board of Directors may contract with an Executive Director to have general supervision over the routine activities and the operations of the Association, which such general supervision of the Executive Director shall be subject to the authority of the Board of Directors and President. The Executive Director shall be made part of the Board of Directors without a voting right.

SECTION 8. Legal Advisory Director. The Board of Directors may appoint an attorney to be a part of the Board of Directors without a voting right in order to advise the Association on matters such as policies, bylaw changes, and any business matters that would need legal advice.

SECTION 9. Vacancies. Resignation of an officer shall become effective immediately or on the date specified therein and a vacancy shall be deemed to exist as of such effective date. Any vacancy occurring, whether by resignation, removal, death or otherwise, shall be filled by the Board of Directors. The new Officer elected to fill the vacancy shall serve for the unexpired term of the predecessor in office.

SECTION 10. Removal of Officers. Any Officer elected or appointed to office may be removed by an affirmative vote of a majority of the Directors, whenever in their judgment the best interests of this Association shall be served.

SECTION 11. Compensation. No compensation shall be paid to the Officers for their services. No Officer shall be prevented from receiving compensation by reason of the fact that he is also engaged to perform services for the Association exclusive of the duties of being a Director in office. Such compensation shall be paid only at the direction of the Board of Directors.

ARTICLE VII

Operations

SECTION 1. Fiscal Year. The fiscal year of the Association shall be from January 1st through December 31st of each year.

SECTION 2. Books and Records. The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members and its Board of Directors, and shall keep at the registered or principal office a record giving the names and addresses of the members and directors.

SECTION 3. Inspection of Books and Records. All books and records of this Association may be inspected by any Member, Director or Officer, or his agent or attorney, for any proper purpose at any reasonable time upon ten (10) days prior written demand.  The Board of Directors shall obtain a third-party to audit the Association’s financial records every two years unless, in the discretion of the Board of Directors, an audit of the Association’s financial records is unnecessary.

SECTION 4. Contracts, Checks, Deposits and Gifts.

  • Contracts. The Board of Directors may authorize any Officer or Officers, or agent or agents of the Association, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances, and shall be memorialized in writing by either the minutes from a meeting of the Board of Directors, or a written resolution executed by the Board of Directors.
  • The Board of Directors may authorize any Officer or Officers, or agent or agents of the Association to convey, sell, give, or otherwise dispose of property held by the Association and to invest, reinvest, administer, and deal with same in such manner as will best promote the interests of the Association. Such authority may be general or confined to specific instances.
  • Checks, Drafts, Etc. With the exception of payments made from the Association’s online bill pay account, all checks, drafts or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association shall be signed by two Officers or agents, of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. The Executive Director is permitted to make payments from the Association’s online bill pay account provided that such payments are provided for in the annual operating budget.  All payments and obligations not specifically provided for in the annual operating budget must be approved by the Board of Directors.
  • Deposits/Accounts. All funds of the Association shall be deposited to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select. Unless otherwise approved by the Board of Directors, the only persons authorized to be on the Association’s account with any such banks, trust companies or other depositories are the President, Treasurer and Executive Director.
  • The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or any special purpose of the Association.

ARTICLE VIII

Indemnification

Indemnification. The Association shall indemnify any Officer or Director, or any former Officer or Director, to the full extent permitted by the law.

ARTICLE IX

Corporate Seal

Corporate Seal. The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the Association the year of incorporation, and wording that the Association is a Florida non-profit corporation.

ARTICLE X

Amendment to Articles of Incorporation

Amendment to Articles of Incorporation. Amendments to the Articles of Incorporation may be made by a resolution adopted by a majority vote of the Board of Directors at any annual meeting or special meeting, provided at least ten (10) days written notice is given to each Director of the time and place of such meeting and the purpose thereof. Any amendment to the Articles of Incorporation so made must be approved by two-thirds (2/3) majority vote of the Board of Directors.

ARTICLE XI

Amendment to Bylaws

SECTION 1. Amendments to Bylaws. These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by a vote of two-thirds (2/3) of the Members present at such meeting to adopt the proposed Bylaws provided that at least ten (10) days written notice is given of the intention to alter, amend or repeal, or to adopt new Bylaws at such meeting.

SECTION 2. Ratification. These Bylaws shall become effective upon adoption by the Board of Directors. Adoption of these Bylaws shall revoke and annul any constitution or bylaws heretofore adopted.

Policies and Procedures

OF

Building Owners and Managers

Association of Jacksonville, Inc.

 

Effective as of the 11th day of October, 2023.

 

The Board of Directors of Building Owners and Managers Association of Jacksonville, Inc., has adopted the following policies and procedures effective as of the date set forth above.  The Board of Directors may supplement or revise these policies from time to time.

 

The policies and procedures in place as of the above effective date are as follows:

 

    1. Code of Professional Ethics
    2. Business Etiquette Policy
    3. Communications Policy
    4. Logo Use Policy
    5. Travel Policy
    6. Associate Membership Bypass Waitlist Policy
    7. Principle Scholarship Fund Policy
    8. Harassment and Alcohol Policy
    9. Whistleblower Policy
    10. Antitrust Policy

 

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[The Policies and Procedures shall begin on the next page.]

  1. Code of Professional Ethics

To provide an ongoing value to our membership, the Building Owners and Managers Association of Jacksonville, Inc. (BOMA Jacksonville), must maintain public confidence in the honesty, integrity, professionalism and ability of our individual members.  To achieve this confidence, we the constituency subscribes to the following Code of Ethics and pledge:

Whenever possible, we shall strive to be honest, ethical, fair, and exhibit the utmost business loyalty to BOMA Jacksonville and our clients.  We shall not engage in any activity, which could be reasonably construed as a conflict of interest, unethical, not in the best interests of BOMA Jacksonville and/or our clients and members.  We shall not accept, directly or indirectly, any rebate, fee, commission, discount, or other benefit, whether monetary or otherwise, to which we are not lawfully and ethically entitled.

 

We shall not disclose any standard and/or confidential information which could be injurious or damaging, either professionally or personally, with respect to BOMA Jacksonville, a BOMA Jacksonville member, or any client without their written permission, except as required by applicable laws or regulations.

We shall continuously and consistently exercise our best efforts in protecting our client’s property against any and all reasonably foreseeable losses and/or claims to the extent that we can reasonably do so.  We shall do our best to make sure that all safety procedures within our jurisdiction are adhered to in order to maintain work areas in a safe, clean, and orderly manner and we shall perform all services required to be provided by us in a timely and efficient manner and to the best of our abilities.

 

We shall continuously and consistently perform our duties whereby our members’ and/or customers’ rights are acknowledged, respected, and upheld with the goal of creating as little inconvenience as is reasonably possible.

We shall at all times comply with all applicable federal, state, and local laws and regulations and maintain the highest moral and ethical standards such as to avoid even the appearance of impropriety.

 

We acknowledge the need for, and shall promote, continuing education so that our members and peers, when applicable, shall have the opportunity to stay current and gain valuable, current knowledge regarding services, products, and laws applicable to their respective professions.

 

We acknowledge that this Code of Ethics applies to all BOMA Jacksonville members, and we commit ourselves to an obligation to not only share this Code of Ethics with our members, but also to take all reasonable steps to ensure our members abide by this Code.

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  1. Business Etiquette Policy

As with all meetings, functions and events, members are encouraged to remember BOMA Jacksonville’s Mission Statement: BOMA Jacksonville is to enhance commercial real estate ownership and management through effective leadership, education, networking and advocacy.

 

BOMA Jacksonville is a vehicle for business networking and the manner in which this is done must be on a professional level. The following guidelines should be followed when attending BOMA Jacksonville sponsored events. These guidelines should enhance the individual member’s experience as well as help in providing an effective environment for BOMA Jacksonville events:

  • Feel free to introduce yourself to other members whether they are Principal Members or Associate Members. Anyone can be a good professional resource for you regardless of his/her title.
  • Building relationships with other members is important for our individual professions as well as for the overall wellbeing of the association. Asking good questions and listening is key to cultivating these relationships. Regularly attending functions also makes this connection process easier since establishing a relationship does not necessarily happen in one meeting.
  • Networking is a two-way street.  Principal Members should be receptive to Associate Members. Principal Members can gain helpful information from Associate Members and vice versa.
  • Handing out business cards is not necessarily effective networking.  After you have met someone and it is appropriate, ask him or her if they would like your card.  If the situation warrants or he/she wants you to send something, you can also ask for his/her card with the assurance that it is for your use only.
  • Take the initiative to make BOMA Jacksonville a welcoming association. Greet new members/guests at functions and make a point of meeting someone new by sitting with him/her at an event. These gestures increase your networking base and also represent the association in a very favorable way.
  • Educational sessions are not just for Principal Members. Associate Members should consider attending periodically to keep up to date on current issues affecting the property management industry.
  • All cell phones should be silenced (or on vibrate) during luncheon/seminar programs. To avoid distracting the presenter, if possible, return calls during a break or when the presentation has concluded.
  • Avoid having excessive side conversations and/or comments during the program. This may distract the others from effectively hearing the material being presented.  Also, if you know you cannot stay for the entire program, take a seat towards the back of the room and/or let the speaker know you will need to slip out early.

 

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  1. Communications Policy

To respect the privacy of our members and maintain the professionalism of our association, the Board of Directors incorporates the following communications policy.

Reasons for implementing:

  • To maintain privacy of members’ emails sent from BOMA Jacksonville (Note: emails from BOMA Jacksonville office are sent blind copied).  If you believe there has been a violation or breach of this process, please alert an Officer of BOMA Jacksonville immediately.
  • To comply with all internal communications policy requirements, including but not limited to required legal language.
  • To ensure professionalism is maintained regarding content and presentation of communications of BOMA Jacksonville members.
  • To ensure only BOMA Jacksonville related information is being communicated.

The policy:

The communication process for BOMA Jacksonville members (including but not limited to email, phone, text message and physical mail) is utilized to communicate BOMA Jacksonville-related materials, activities and information that are deemed of value and/or interest to members.  All communications sent to the entire membership needs to be sent out from the BOMA Jacksonville office to insure the above issues are met and maintained.  The BOMA Jacksonville communication process shall not be used to distribute notices regarding activities of other organizations (unless jointly sponsored or approved by BOMA Jacksonville).  In emergency situations where a message needs to be sent outside the above stated parameters, the executive committee or President will make a decision on a case-by-case basis. The content of any such communications from its members are the views of the communicating member and not of BOMA Jacksonville.

How this affects members:

As members, you are still permitted to use the member directory as you choose provided that you are the only one accessing the list and you follow the communications policy. Access to the membership list is a member benefit, please do not abuse it.  Such communications must be originated from your business address and not BOMA Jacksonville’s.

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  1. Logo Use Policy

BOMA Jacksonville welcomes members to use the association logo on the member’s marketing materials, business cards, etc.  It is imperative that the logo is used under the license guidelines below to:

  • Prevent jeopardizing the association’s rights.
  • Avoid potential liabilities.
  • Prevent damaging the association’s brand.
  • Avoid creating a false impression of an association endorsement or guarantee where one does not otherwise exist.

The logo is the property of BOMA Jacksonville and may be used by BOMA Jacksonville members in good standing in accordance with the terms and conditions set forth below.  Use of the association’s logo shall constitute consideration for, agreement to, and acceptance of the following terms and conditions of this license by the member:

  1. The logo is the sole and exclusive property of BOMA Jacksonville.  The logo may be used only by BOMA Jacksonville members in good standing (current member) when used pursuant to the terms and conditions of this limited and revocable license. Any failure by a member to comply with the terms and conditions contained herein may result in the immediate revocation of this license, in addition to any other sanctions that may be imposed by BOMA Jacksonville.  The interpretation and enforcement (or lack thereof) of these terms and conditions, and compliance therewith, shall be made by BOMA Jacksonville in its sole discretion.  Any failure of BOMA Jacksonville to strictly enforce this policy shall not constitute a waiver of any rights of BOMA Jacksonville to enforce this policy at any time thereafter.
  2. Any member using the logo must have prior written approval and the member must provide BOMA Jacksonville BAE the proof before production/printing commences or placement of the logo takes place.
  3. The logo will be made available by the BAE to BOMA Jacksonville members in good standing.  The logo may not be revised or altered in any way and must be displayed in the same form as produced by BOMA Jacksonville.
  4. The logo may be used in a professional manner on the member’s business cards, stationery, literature, advertisements, storefront window, website, or in any other comparable manner to signify the member’s membership in BOMA Jacksonville. Notwithstanding the foregoing, the logo may not be used in any manner that, in the sole discretion of BOMA Jacksonville discredits BOMA or tarnishes its reputation and goodwill; is false or misleading; violates the rights of others; violates any law, regulation, or other public policy; or mischaracterizes the relationship between BOMA and the member, including but not limited to any use of the logo that might be reasonably construed as an endorsement, approval, sponsorship, or certification by BOMA of the member, the member’s business or organization, or the member’s products or services, or that might be reasonably construed as support or encouragement to purchase or utilize the member’s products or services.
  5. Use of the logo shall create no rights for members in or to the logo or its use beyond the terms and conditions of this limited and revocable license.  The logo shall remain at all times the sole and exclusive intellectual property of BOMA Jacksonville. BOMA Jacksonville shall have the right, from time to time, to request samples of use of the logo from which it may determine compliance with these terms and conditions.  Without further notice, BOMA Jacksonville reserves the right to prohibit the use of the logo if it determines, in its sole discretion, that a member’s logo usage, whether willful or negligent, is not in strict accordance with the terms and conditions of this license, otherwise could discredit BOMA Jacksonville or tarnish its reputation and goodwill, or the member is not a BOMA Jacksonville member in good standing.
  6. Any questions concerning the use of the logo or the terms and conditions of this license should be directed to the BOMA Jacksonville BAE at boma@bomajacksonville.org.

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  1. Travel Policy

BOMA Jacksonville will reimburse reasonable travel expenses for members who are pre-approved by the Board to travel on behalf of BOMA Jacksonville and who comply with this policy.

 

In order to receive reimbursement, expenses must be submitted to the association office within 90 days of the date that the expense was incurred and accompanied by all appropriate documentation. IRS regulations require documentary evidence, such as a receipt or a paid bill for all expenses. Please submit receipts for all expenses.

 

Expenses are reimbursable for members only; spouse expenses are not reimbursable. Pre-approved expenses may include the following:

 

Registration Fees

All registration fees for conferences. Individuals who attend as representatives of BOMA Jacksonville are expected to:

  • Attend all sessions/meetings including, but not limited to one education session or meeting in every session time block; all general sessions; the TOBY event if included in the registration or if a ticket was purchased
  • Not participate in such leisure activities that conflict with scheduled conference events and/or BOMA Jacksonville planned activities
  • Report on the conference or meeting

 

To and From the Airport

Approved modes of transportation:

  • Public transportation
  • Taxi/ride-share
  • Parking- if leaving a vehicle at the airport please choose the least expensive lot

 

Airline Travel

  • Economy coach, non-refundable only, upgrades may be made at the traveler’s own expense
  • To attain the lowest fare, reservations must be made 30 days in advance of the travel date, if possible
  • Curbside check-in is not reimbursable, please self-check
  • Checked luggage fees, but not overweight luggage fees, will be reimbursed
  • Expenses incurred while in flight for food, beverages, earphones or other services are not reimbursable

 

To and From Approved Conferences or Meetings

Approved modes of transportation:

  • Taxi/ride-share
  • Airport shuttle
  • Rental car, in limited and pre-approved situations
  • Car rental should be utilized only when other suitable and less expensive means of transportation are not practical or readily available
  • If car rental is necessary, only compact or intermediate size vehicles will be approved
  • When more than one individual is traveling to the same location, only one car will be rented and reimbursed
  • Mileage per IRS approved amounts

 

Lodging

  • Rates at conference/meeting host hotels are acceptable. Alternate lodging should be at comparable rates
  • Reimbursement is for single occupancy, except in instances where two traveling on BOMA Jacksonville business are eligible for reimbursement
  • In-hotel room food when meals are not provided in registration for conferences
  • Telephone calls and in-room movies are not reimbursable
  • In-hotel Internet connections are not reimbursable, please use Wi-Fi in lobbies

 

Meals

  • Reasonable, actual expenses for food and beverage, when not provided by the conferences or meeting registration will be reimbursed.  BOMA expects our members to treat this expense as if they were paying and not to expense out of the ordinary meals.  Two alcohol drinks included with a dinner meal is acceptable. These expenses for only the BOMA Member will be reimbursed.

 

Incidentals

  • Cab/ride-share and public transportation during the conference are reimbursable when taken to and from meals or meetings
  • Valet parking costs are not reimbursable unless self-parking is not available.  Self-parking should be utilized at all times if available
  • Laundry service is not reimbursable
  • Purchase of additional clothing items are not reimbursable
  • Parking fees and tolls are reimbursable
  • Reasonable and customary tips for drivers, doormen, food service, and housekeeping service are reimbursable

 

Other

When traveling with a spouse or personal companion, only the BOMA representative’s expenses are reimbursable. Similarly, when combining vacation before or after the business trip, the trip must be split appropriately between business and personal expenses. Only the business expenses will be reimbursed.

 

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  1. Associate Membership Bypass Waitlist Policy

Associate Membership is available to any company whose business is engaged in a trade, industry, or profession that provides goods or services within the commercial real estate building industry. This Associate membership is for one (1) designated representative within the company. Corporate Associate Memberships (for more than one designated representative within a company) are available if space allows.  Unless otherwise set forth in the Bylaws, the Associate Membership and Corporate Associate Memberships include membership in BOMA International and BOMA Florida for one (1) designated representative from the company.

**Please note: The membership dues payment is required at the time of official application acceptance. Principal applicants are automatically approved; therefore, payment is due on submission of the application below.

 

Associate Member Wait List Policy

Please be advised that BOMA International has instituted recommendations for local affiliates to use a 50/50 ratio of Principal Members to Associate Members. If the local affiliate is not currently at a 50/50 status, a wait list shall be maintained for Associate Members waiting to join. This wait list shall be maintained on a chronological basis, first come-first served.

 

Wait List Bypass

A company on the wait list shall be moved to the top of the wait list if any of the following criteria are met:

  • The Associate Member Company may join if they provide in addition to their initial membership fee an additional $800.00 for the BOMA Jacksonville Principal Scholarship Fund.  In the initial membership year, the Associate Member must attend 50% of the monthly luncheons and join or chair a committee and actively participate on that committee.  Failure to meet these requirements will disqualify that Associate Member from being considered for future renewals.
  • The Associate Member is a local affiliate of a BOMA International Cornerstone Partner or Leadership Circle Partners.     

 

Associate Member Renewal Requirements Policy

In an effort to encourage our Associate Members to get active, participate and build relationships, each Associate Member must meet the following criteria to be eligible to renew membership.

 

This includes, but is not limited to, attending 50% of the monthly luncheons and joining or chairing a committee and actively participating on that committee. Failure to meet these requirements will disqualify that Associate Member from being considered for future membership renewal.

 

7. Principal Scholarship Fund Policy

The BOMA Jacksonville Principal Scholarship Fund will be used for the issuance of a one (1) year Complimentary Member for a deserving prospective Property/Building Manager or Facility Manager, who has displayed an interest in, and a commitment to being an active BOMA Jacksonville Principal member.  This Scholarship is to assist a Property Manager/Building or Facility Manager for only a one (1) year term and is not intended to become a perpetual means of a Principal member who has received a Scholarship to seek additional Scholarships for continued membership in BOMA Jacksonville. This Scholarship is intended for a candidate who is in financial need or who does not have the budget for membership during the current year.  The intention is that the candidate would progress into a full paying member moving forward.

The selection process will be based upon recruitment of a new candidate that has been recruited through means of the Membership Committee, a recent relocation of employment by a current active Principal Member to a company not currently budgeted for a Membership in that fiscal year, or from an existing BOMA Jacksonville member who has recruited that individual.  The candidate will be required to commit to attending 50% of BOMA Jacksonville Lunches and join or chair a committee.

The candidate will be asked to provide a letter of Qualification to BOMA Jacksonville to the attention of the Officers and Board Members of said organization requesting the use of a “Scholarship” and a brief narrative of their existing financial situation and what their commitment to BOMA Jacksonville will entail. A letter from their employer must be submitted with the candidate’s letter approving such scholarship.

This “Letter of Qualification” will be provided for all Officers and Board Members to review at the next Board Meeting and will become an item placed on the agenda for review at said meeting.

The candidate will interview with a minimum of 2 members for the membership committee and the BAE and demonstrate a desire to be an active Principal Member in the association, join a committee and attend monthly luncheons.

The membership committee will vote for a recommendation for membership based on the report, the interview and the qualification letter.

A vote will take place by the Board after the letters have been reviewed and discussed on who will be awarded a Scholarship.

If the Board Members are in agreement to accept the candidate into membership into BOMA Jacksonville, the candidate will be advised that the Scholarship is based on participation and if they fail to attend monthly luncheons or participate on a committee the Complimentary Membership can be revoked by the Board of Directors.          

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  1. Harassment and Alcohol Policy

Harassment

BOMA Jacksonville believes that each individual has the right to be free from harassment because of age, color, religion, creed, national origin or sex.  Sexual harassment is defined as including unwelcome physical contact; sexually explicit language or gestures; uninvited or unwanted sexual advances; offensive overall environment, including the use of vulgar language; the presence of sexually explicit photographs or other materials; and the telling of sexual stories.  BOMA Jacksonville will not tolerate any form of sexual harassment by any member or any member’s guest. Members are responsible for ensuring their guests adhere to this policy.

Responsible Drinking

Recognizing the emphasis on networking receptions and events and the potential for alcohol abuse, BOMA Jacksonville encourages responsible drinking by all members and all members’ guests.  Members are responsible for ensuring their guests adhere to this policy.   This policy is to protect individual members and the association overall. BOMA Jacksonville sponsored receptions will offer non-alcoholic beverages as well and no alcohol will be served to anyone under the age of 21.  BOMA Jacksonville reserves the right to request valid picture identification indicating the date of birth of any individual requesting an alcoholic beverage.

If an event has alcohol being served, the alcohol must be served by an entity that holds a liquor permit and must adhere to specific service guidelines. No association member can serve alcohol at any time due to liability issues. In addition, drink tickets or a cash bar will be the only means of distributing alcoholic beverages. Open bar situations will be permitted based on board approval for specific events with certain restrictions imposed by the board.

While attending BOMA Jacksonville social functions, please be aware we are in a professional environment and need to conduct ourselves accordingly.  Also, Committee and Board meetings are asked to refrain from providing alcohol until after meeting agenda items have been covered.  If, at any time, someone appears intoxicated, he or she will be denied further consumption.

BOMA Jacksonville appreciates everyone’s adherence to this policy.  If at any time you observe anyone violating this policy, you are encouraged to report such violation to a board member.

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  1. Whistleblower Policy

BOMA Jacksonville Code of Ethics, policies and practices require directors, officers and members to observe high standards of business and personal ethics in the conduct of their duties and responsibilities. Members and representatives of the association are expected to practice honesty and integrity in fulfilling their responsibilities and comply with all applicable laws and regulations.

Reporting Responsibility

It is the responsibility of all directors, officers and members to comply with all codes and policies and to report violations or suspected violations in accordance with this Whistleblower Policy.

No Retaliation

No director, officer or member who in good faith reports a violation shall suffer harassment, retaliation or adverse consequences. Any member who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of membership. This Whistleblower Policy is intended to encourage and enable employees and others to raise serious concerns within the association prior to seeking resolution outside the association.

Reporting Violations

BOMA Jacksonville has an open-door policy and suggests that members share their questions, concerns, suggestions or complaints with someone who can address them properly. In most cases, the BAE is in the best position to address an area of concern. However, if any member is not comfortable speaking with the BAE or is not satisfied with the response received, they are encouraged to speak with someone in a leadership position whom they are comfortable approaching. The BAE is required to report suspected violations of codes and policies to the Organization’s Compliance Officer (BOMA Jacksonville’s Executive Committee), who has specific and exclusive responsibility to investigate all reported violations. For suspected fraud, or when someone is not satisfied or uncomfortable with following the association’s open-door policy, individuals should contact the association’s Compliance Officer directly.

Compliance Officer (which shall be BOMA Jacksonville’s Executive Committee)

The Executive Committee of the association shall be the Compliance Officer for BOMA Jacksonville.  The Compliance Officer is responsible for investigating and resolving all reported complaints and allegations concerning violations of the codes and policies.

Acting in Good Faith

Anyone filing a complaint concerning a violation or suspected violation of codes or policies must be acting in good faith and have reasonable grounds for believing the information disclosed indicates a violation. Complaints should not be made maliciously or with knowingly false information.

Confidentiality

Violations or suspected violations may be submitted on a confidential basis by the complainant or may be submitted anonymously. Reports of violations or suspected violations will be kept confidential to the extent possible, consistent with the need to conduct an adequate investigation.

Handling of Reported Violations

All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation. 

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  1. Antitrust Policy

It is the policy of BOMA Jacksonville to comply strictly with the letter and spirit of all federal, state, and applicable international trade regulations and antitrust laws.  Any activities of the association or association-related actions of its staff, officers, directors, or members that violate these regulations and laws are detrimental to the interest of the association and are unequivocally contrary to association policy.

Antitrust Policy Statement

Association activities are under the jurisdiction of federal and state antitrust laws.  These laws regulate trade and commerce to prohibit unlawful restraints and to promote competition.  Members of associations are prohibited from reaching any understanding that affects the price of a product, regardless of the purpose of the understanding.

BOMA Jacksonville requires that all its activities be conducted strictly in accordance with these laws.  Each company representative is responsible for complying with this policy at all times, both at formal association meetings and in informal discussions in any other place.  Any discussions among competitors concerning prices, warranties, terms and conditions of sales, allocation of markets to customers, production costs and plans, or persons or companies with whom your company will or will not do business could be interpreted as signaling or tacit agreement leading to collusion.   Antitrust violations have the possibility of resulting in civil and criminal penalties.

By way of example, a member should never discuss current or future prices, or what constitutes a fair profit level.  However, it is permissible to discuss methods by which a company may become more profitable by acquiring better knowledge of its own costs or summarizing effective methods of marketing or purchasing.

Use your common sense.  Think before you speak or write.  Consider how your remarks may be interpreted in and out of context.  Remember the importance of both actual compliance with the antitrust laws, and avoiding an appearance of non-compliance, including creating any situation that could be misinterpreted as non-compliant.  Whenever any concern arises, inform the association’s management executives and/or seek legal counsel immediately.