Membership: Membership is open to all persons interested in or actively engaged in teaching, research, and/or the application of the principles and procedures of behavior analysis. Membership is not restricted to residents of the State of Florida. However, eligibility to run for an elected position on the FABA Board is restricted to Florida residents.

The Association does not and will not discriminate against the granting of memberships to persons based on race, gender, sexual orientation, socio-economic status, national origin, or creed

1.  Categories of Membership: Membership shall be in one of four categories:  

Article V—FABA Board of Directors  

FABA Board of Directors: The BoD consists of officers of the association who shall oversee and assist with business operations of the association. The FABA Board shall include the President, the President-Elect, the Past-President, the Treasurer, the Secretary, five to seven members-at-large, and an Executive Director.   

Executive Committee: A select group of board members will comprise the executive committee of FABA. These include the President, President-Elect, the Past-President, the Treasurer, and the Executive Director. The executive committee can conduct business in lieu of a BoD meeting related to specific ad-hoc issues that may arise, including but not limited to financial decisions, contracts, and public relations. Executive committee meetings must take place in real time via teleconferencing, videoconferencing, or face-to-face meetings, and can be called upon with at least 48-hour notice (or less if the urgency of the issue warrants less notice). The executive committee will report back to the BoD on issues discussed or decisions made within 48 hours of meeting.   

All elected positions on the FABA Board will begin and end during FABA’s annual business meeting at the annual conference. The terms of office for the elected BoD positions are described below.  

All board members will be required to attend FABA Board meetings, maintain communications with the FABA Board throughout the year, serve on FABA committees, and assist with the operations of the Association. Additional duties of the Officers shall be as specified in the bylaws listed herein.     

In the event of death, incapacity, resignation, or election of any of these officers to different office positions (e.g., member-at-large to president), the FABA Board shall, by majority vote, elect a successor to serve in the committee member’s empty position until the next election cycle is completed. This successor may be an organizational member or an existing board member who is scheduled to rotate off the board who may be appointed and have their term extended.  

FABA board members must not engage in conflicts of interest that could potentially damage the association or affect decision-making of issues regarding the association. Board members must report any potential conflicts of interest each year and engaging in a conflict of interest may result in termination of board duties. Additionally, all board members must adhere to strict confidentiality regarding board meetings and association business, unless otherwise described by the Board.  

With approval of the Board, board members may borrow money and incur indebtedness for the purposes of this association and to cause to be executed and delivered therefore, in the association name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations, or other evidences of debt and securities, therefore.   

The Board, except as the Bylaws otherwise provide, may authorize any director or directors, agent or agents, to enter into any contract or execute any instrument in the name of and on behalf of this corporation. Such authority may be general or confined to specific instances. Unless so authorized by these Bylaws or the Board, and except as in this Section hereinabove provided, no director, agent or employee shall have any power or authority to bind this corporation by any contract or agreement, or to pledge its credit, or to render it liable for any purpose or to any amount.  

All board members, former board members, and board members-elect, or any person who may have served at the request of the Association, shall be indemnified against legal liability and from expenses actually and necessarily incurred in connection with the defense of any action, suit, or proceeding in which such person is made a party by reason of being, or having been, such board member or person, except in relation to matters as to which such person shall be adjudged in such action, suit, or proceeding, to be liable for intentional misconduct in the performance of duty. Furthermore, all board members, former board members, and board members-elect, or any person who may serve or have served at the request of the Association shall be indemnified from legal liability from any of the actions of any member of the Association purporting to act for the Association, acting without its official approval or recognition, or who improperly uses the property of the Association.  

Article VI—Nominations and Elections of FABA Board Members  

2.   Terms:  

Elected members of the FABA Board shall assume office at the Business Meeting at the annual FABA conference meeting and shall hold office until their successors are elected and assume office in their stead.  

Any officer or member of the FABA Board may be recalled in accordance with following procedure:  

All local chapters of FABA must develop their own elections and nominations processes for officers of their chapters and follow their own procedures for terms and recall of officers.  

Article VII—Business of the FABA Board of Directors  

All business of the BoD will comply with State and Federal laws, as well as any state chapter standards set forth by the Association for Behavior Analysis International. All board members will also adhere to all current ethical standards developed by the Behavior Analyst Certification Board.  

The FABA Board shall hold at least two meetings per year. One meeting will occur at the time and location of the annual conference (i.e., September) and the other meeting will occur in January. The board shall also meet at other times and locations deemed necessary by the President or Executive Director. A meeting of the FABA Board may also be called upon by at least three members of the Board who must notify the remaining members at least two weeks in advance of the proposed meeting. FABA Board meetings shall be conducted informally but in the spirit of Robert’s Rules of Order. Meetings shall consist of all board members and any invited affiliates or committee chairpersons. Any invited affiliates or committee chairs will be nonvoting participants of the FABA Board meeting unless they are simultaneously serving as an elected member. Nothing herein shall be construed to preclude a Committee Chairperson from simultaneously holding membership on the FABA Board, either as an Officer of the Association or as a member-at-large.  

Voting may take place in FABA Board Meetings during which a quorum of committee members is present. For purposes of transacting business of the Association, a quorum shall consist of half of the FABA BoD plus one. A simple majority vote of the voting members present will be sufficient to pass any motion; however, two-thirds majority of the voting members present at the annual association business meeting is required for approval of an amendment to these Bylaws.   

Members of the FABA Board who fail to maintain membership in good standing in the Association are subject to removal by majority vote of the remaining members of the Board. A tie vote shall be construed as affirmation for removal. Positions vacated for any reason shall be replaced by majority vote of the remaining members, such successors to serve until the next elected person takes office.   

Article VIII—Association Annual Business Meeting  

There shall be at least one annual business meeting of the entire Association. This meeting shall be held in conjunction with the Annual Convention of the Association except in the event of no Annual Convention in which case, the meeting shall be held in conjunction with a regularly scheduled meeting of such other group or Association as shall be designated by the FABA Board. Notice of the annual meeting of the Association shall be given to members in good standing not less than two months prior to the scheduled date.    

A quorum at the annual business meeting shall consist of not less than twenty members-in-good-standing present and voting.  

Voting may take place at the association business meeting on matters that arise during the business meeting or matters that were provided to members in advance (e.g., two month’s written notice). When deemed necessary by the FABA BoD, voting by FABA members on association business may take place electronically. If done electronically, voting ballots and information will be sent to each Professional and Sustaining member at least two months prior to the annual FABA business meeting (e.g., July). To be valid, electronic ballots must be completed and returned by the due date in the manner described in the electronic ballot notice.  

Article IX—FABA Committees  

The Board will establish a variety of ad-hoc (i.e., special) and standing committees to help fulfill FABA’s mission and purpose. Each committee will be comprised of FABA members in good standing with one or more Chair(s) appointed by the FABA Board. Each committee will draft procedures which outlines the mission and operation of the committee which will be submitted to the Board for approval. Chairs will appoint other members of the committee according to committee procedures. Minutes of all meetings will be kept and available for review by the Board.

Article X—Amendments to the Constitution and Bylaws  

This Constitution and Bylaws may be amended only by two-thirds vote of voting members present at the time of the Annual Business Meeting of the Association. Amendments may originate either by simple majority vote of the FABA Board or by introduction from the floor at the Annual Meeting. In the latter event, the proposed amendment shall have first been endorsed by a petition bearing the signatures of at least one-third of all Professional members. In the event of a petition reaching the floor, the Presiding Officer shall declare the meeting in recess for the purpose of validatingthe signatures. The Presiding Officer shall then reconvene the meeting, announce the rest of the validation process and dispose of the issue immediately. The meeting will then resume in accordance with the result of the Amendment vote.