Constitution 

The Florida Surveying and Mapping Society, Inc.

June 2018

PREAMBLE

The Florida Surveying and Mapping Society, Inc. was conceived and organized for the purposes of forming an Association of Professionals to represent the surveying and mapping profession and to aid and contribute to the standards of the profession for the benefit of the general public and the members of the Association.

ARTICLE I - NAME AND PURPOSE

Section 1. The name of the Association shall be the “Florida Surveying and Mapping Society, Inc.”. It shall hereinafter be called The Society.

Section 2. The Society is a nonprofit Association incorporated under the laws of the State of Florida.

Section 3. Educational Scholarship Foundations may be created for purposes deemed beneficial to The Society, subject to approval of the Board of Directors.

Section 4. The latest edition of Roberts Rules of Order shall be used as a guideline in conducting all Society meetings.

ARTICLE II - MEMBERSHIP

Membership classifications shall include:

Section 1. Full Member: Any person is eligible for this classification who is licensed pursuant to Chapter 472, Florida Statutes, and whose license to practice is in active status in the State of Florida. Within this classification of membership, the Board of Directors may adopt sub-classifications for the purpose of membership dues assessment.

Section 2. Associate Member: Any person is eligible for this classification who is employed in the field of surveying and mapping or who is licensed in the field of surveying and mapping in another state or US territory.

Section 3. Affiliate Member: Any person is eligible for this classification who is interested, or employed, in a profession or business that is closely associated with the surveying and mapping profession.

Section 4. Fellow Member: Any person is eligible for this classification who is of recognized excellent character and distinguished surveying and mapping achievements, who has been a licensed Professional Surveyor and Mapper and actively engaged in the practice of surveying and mapping as a licensed Professional Surveyor and Mapper for not less than fifteen years, who has been a Member (as defined by membership categories per Article II, Sections 1 or 6) for not less than ten uninterrupted years, and who has given outstanding service to the surveying and mapping profession and to The Society. Any person meeting these criteria may be elected a Fellow Member by an affirmative vote of at least two-thirds of the entire Board of Directors. No more than two Fellow Members may be elected during any one calendar year.

Section 5. Honorary Member: Any person is eligible for this classification who has given acknowledged eminent service to The Society and/or the surveying and mapping profession, and who has made valuable and outstanding contributions to the surveying and mapping profession. Any person meeting these criteria may be elected an Honorary Member by an affirmative vote of at least two-thirds of the entire Board of Directors. No more than one Honorary Member may be elected during any one calendar year.

Section 6. Retired Member: Any person is eligible for this classification who has retired from active practice of the profession of surveying and mapping and who has held a membership classification as defined by Article II, Sections 1, 4 or 8, for an uninterrupted period of five years.

Section 7. Sustaining Firm Membership: Any firm, corporation, or company that has a professional interest within the scope of the surveying and mapping profession is eligible for this classification.

Section 8. Life Member: Any person is eligible for this classification who has acknowledged distinction in surveying and mapping, who has given outstanding service to the surveying and mapping profession and to The Society, and who has held a membership classification as defined by Article II, Sections 1, 4 or 6, for no less than twenty uninterrupted years. Any person meeting these criteria may be elected a Life Member by an affirmative vote of at least two-thirds of the entire Board of Directors. Life Members shall be exempt from membership dues. No more than two Life Members may be elected during any one calendar year.

Section 9. Student Member: Any person is eligible for this classification who is a full-time or part-time student.

Section 10. Members of any classification may be admitted, reprimanded, or expelled by the Board of Directors pursuant to policy established by said Board of Directors, or the Constitution.

Section 11. The Board of Directors shall present to each new member of each classification of membership a certificate of membership upon admission or upon advancement from one classification to another classification.

Section 12. Membership dues and membership dues policy shall be established by the Board of Directors.

Section 12.1. For purposes of payment of membership dues to The Society, the fiscal year shall begin on January 1st and end on December 31st. Dues payment policy shall be approved by the Board of Directors and published on The Society’s web site.

Section 12.2. Full voting privileges, and eligibility to hold office as a member of the Board of Directors, shall be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8.

ARTICLE III - DISTRICTS

Section 1. The State of Florida shall be divided into Districts for the purposes of representation, elections, and other purposes as may be set forth herein.

ARTICLE IV - OFFICERS AND DIRECTORS

Section 1. The Officers of The Society shall be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8 and elected by the Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) at large and shall consist of President, Immediate Past President, President Elect, Vice-President, Secretary, and Treasurer.

Section 2. The Board of Directors shall be constituted by the duly elected Officers of The Society, the National Society of Professional Surveyors (NSPS) Director, and District Directors, two of whom shall be elected from each of the Districts of The Society.

Section 3. The term of office for Officers elected by statewide ballot shall be for one year. The term of office for District Directors shall be two years. The two District Directors from each District shall be elected so that each respective term shall begin in alternating years. The District Directors shall be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8 and elected by the Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) of the District which they represent.

Section 4. Provision for Election of the Board of Directors members. The Board of Directors shall be elected by ballot as herein specified. No person shall simultaneously seek election to more than one position on the Board of Directors.

Section 4.1. Within twenty days after ratification by the Board of Directors of the list of proposed candidates, additional nominees for the office of President-Elect, Vice- President, Secretary, Treasurer and NSPS Director may be submitted in writing to the Board of Directors, including the requirements of Article VIII, Sections 3.1.2 and 3.1.3, by any twenty Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8).

Section 4.2. Within twenty days after ratification by the Board of Directors of the list of proposed candidates for District Directors, additional nominees may be submitted in writing to the Board of Directors including the requirements of Article VIII, Sections 3.1.2 and 3.1.3, by any ten Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) of the nominees’ District.

Section 4.3. The President Elect shall direct the preparation of ballots and the distribution of those ballots (within sixty days prior to the Annual General Business Meeting) to each Member (as defined by membership categories per Article II, Sections 1, 4, 6 and 8). The ballots shall contain the names of all candidates duly authorized, with instructions that the Member’s vote must be at least fifteen days prior to the first day of the Annual General Business Meeting. Each ballot shall be returned in two (2) envelopes, the inner one to be blank and containing the completed ballot, and the outer one to be endorsed with the Member’s signature. The Executive Director or appointed designee shall deliver all ballots, unopened, together with a list of eligible voters, to a Tellers Committee of three, appointed by the President, who shall canvass all eligible ballots and report the results to the President by confidential communication. The Board of Directors shall have the option to authorize the use of electronic voting through a secure website or other similar methodology to process and tabulate the votes for Officers and Directors. The candidate receiving the largest number of votes for each office shall be elected. In the event of a tie vote for any office, the Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) present at the Annual General Business Meeting shall proceed to elect such Officer or Director by ballot from among the candidates so tied, a majority of the votes being cast required to elect. The Secretary or appointed designee shall preserve the ballots for a minimum of three years.

Section 5. Upon and during the inability of the President to serve, or in the President’s absence from a scheduled meeting, the Vice-President shall serve as interim President. A vacancy in the office of President Elect, Vice-President, Secretary, Treasurer, or NSPS Director shall be filled by an affirmative vote of at least two-thirds of the entire Board of Directors. A vacancy in the office of District Director shall be filled by a Member (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) within the respective District of the vacancy, by an affirmative vote of at least two thirds of the entire Board of Directors. In case of death, disability, inability, relocation of residence to outside the State of Florida, revocation or suspension of license, non- payment of membership dues, neglect in the performance of duty by an Officer or Director, or as prescribed in the Board of Directors’ adopted Code of Ethics for Board members and Committee members, the Officer or Director may be removed from the Board of Directors by an affirmative vote of at least two thirds of the entire Board of Directors and the Officer’s or Director’s seat declared vacant. The term of office for replacement Officers and Directors shall be for the duration of the term of the Officer or Director being replaced.

Section 6. The NSPS Director office shall be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8 and shall be elected from the state at large, and shall serve a two-year term on the Board of Directors.

ARTICLE V - DUTIES AND POWERS OF OFFICERS 

Section 1. The President shall have general supervision of the affairs of The Society and preside at the Annual General Business Meeting and all Board of Directors’ meetings. The President shall select the Chairs of Standing Committees, unless otherwise specified herein, and may appoint Special Committees. The President shall be an ex-officio member of all Committees. The President shall have the power to call special meetings of the Board of Directors as set forth in Article VI, Section 3.

Section 2. The President-Elect shall serve as Chair of the Nominating Committee, oversee and approve the voting process and shall assume the office of President after installation at the Annual General Business Meeting.

Section 3. The Vice-President shall serve as Chair of the Annual General Business Meeting Committee. The Vice-President shall preside at the meetings in the absence of the President and shall assume the Presidency in the event of a vacancy in that office.

Section 4. The Secretary shall be responsible for the taking of minutes of all official Executive Committee meetings, Board of Directors meetings and the Annual General Business Meeting.   The Secretary shall be the custodian of FSMS records and be responsible for the publications of The Society.

Section 5. The Treasurer shall be the financial officer of The Society.

ARTICLE VI - ADMINISTRATION

 Section 1. The management and control of The Society’s business and fiscal affairs is vested in the Board of Directors, which shall have complete authority to act for The Society in all matters consistent with the Articles of Incorporation, the Constitution, and the laws of the State of Florida. The Board of Directors shall have the authority to appoint Special Committees. The Board of Directors shall direct the investment and care of the funds of The Society, make disbursements and special appropriations, act upon applications for membership and expulsion as provided herein, take measures to advance the interests of The Society, have charge of and manage all properties of The Society, direct the publications of The Society, and fill vacancies in unexpired terms of Officers and Directors per Article IV, Section 5. No member of the Board of Directors shall receive compensation for services rendered to The Society.

Section 2. The Board of Directors shall retain an Executive Director who shall be the full time chief paid professional staff person of the Society and shall have the official job title of Executive Director. The Executive Director is an employee of the Board of Directors and shall report to the elected President. The Executive Director must carry out the role, goals and mission(s) of the Society, as expressed through the policies, resolutions, Constitution and actions of the Board of Directors. The Executive Director shall serve as an ex-officio member of all FSMS Committees. The Executive Director is also responsible for hiring, terminating, disciplining, setting staff compensation, the general supervision, oversight and engagement of staff and for the direction and oversight of all administrative operations of the Society. The Executive Director’s position is also to be outward directed toward other organizations, academia, government, etc. A detailed list of the Executive Director’s responsibilities is in the policy manual adopted by the FSMS Board of Directors. The Board of Directors may direct the Executive Director to perform such other functions, from time to time, as are in the best interest of the Society.

Section 3. The Board of Directors shall hold at least 3 meetings annually in addition to the General Business Meeting. The Board of Directors shall meet at such times and places as may be prescribed by the President with reasonable notice submitted to all Members. Special Board of Directors meetings may be called at any time or place, upon reasonable notice to all Members, by the President or by a majority of the Board of Directors.

Section 4. A quorum of the Board of Directors is defined as a majority of the entire Board of Directors and is authorized to transact the business of The Society. A majority vote of the quorum shall constitute a decision by the Board of Directors.

Section 5. Any action taken by the Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) present at the Annual General Business Meeting shall be ratified by the Board of Directors at the first scheduled Board of Directors meeting following the Annual General Business Meeting.

Section 7. The Society shall hold one meeting each year to be known as the Annual General Business Meeting. Voting privileges at the Annual General Business Meeting shall be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8. A quorum shall consist of Five (5) percent of all the voting classifications as defined by Article II, Sections 1, 4, 6 and 8 and not 5% from each classification. The President may call such other meetings of the general membership as may be required.

ARTICLE VII - LOCAL CHAPTERS

Section 1. To aid and assist in carrying out the goals and objectives of The Society, the Board of Directors will recognize the formation of Local Chapters in any City, County, or group of Counties in the State, or any division thereof.

Section 2. A minimum of six Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) shall be required to form a Local Chapter. Whenever such a group petitions the Board of Directors in writing, and such petition is approved by the Board of Directors, these Members may form, subject to the Constitution, a Local Chapter.

Section 3. The principal purpose of the Local Chapters shall be to promote the goals and objectives of The Society.

Section 4. The Officers of each Local Chapter shall consist of President, and such other Officers, if any, as may be desirable, and their duties shall be similar in nature to The Society’s officers as outlined in Article V. Local Chapters shall adopt, and operate in conformance with, the Constitution.

Section 5. Membership in The Society shall be a prerequisite to membership in a Local Chapter.

Section 6. Eligibility to hold the office of President and Vice-President, if any, in a Local Chapter shall be limited to membership classifications as defined by Article II, Sections 1, 4, 6 and 8. Eligibility for such other offices as may be desirable shall be limited to the membership classifications as defined by Article II, Sections 1, 2, 4, 6 and 8. Full voting privileges on Local Chapter business may be limited to the membership classifications as defined by Article II, Sections 1, 4, 6 and 8 or the Local Chapter may exercise the option of granting voting privileges to other classifications of membership on Local Chapter business only.

Section 7. Student Chapters may be created in the same area as a Local Chapter, in accordance with Article VII, Sections 1 through 4, except that membership in a Student Chapter will be limited to those persons holding the membership classification as defined by Article II, Section 9. Each Student Chapter shall have at least one advisor who holds a membership classification as defined by Article II, Sections 1, 4, 6 or 8.

Section 8. The Board of Directors shall develop guidelines and procedures necessary for the operation of all Local and Student Chapters.

Section 10. Each Local and Student Chapter shall file an Annual Report with the Executive Director prior to the Annual General Business Meeting, in accordance with the timeframe established by the Executive Director.

ARTICLE VIII - COMMITTEES

Section 1. The President shall select the Chair and members of all Standing and Special Committees, unless otherwise specified herein. Each Committee shall function within the budget allocated for the performance of its function. The President or the Board of Directors may appoint Special Committees for specific purposes not included within the duties of the Standing Committees. Each Committee shall have multiple Committee members.

Section 2. All Standing Committees shall be composed of a Chair and as many members as deemed necessary to accomplish the objectives of the Committee. The Chair shall be responsible for preparing the Committee’s Annual Report. Each Committee’s Annual Report shall be filed with the Executive Director prior to the Annual General Business Meeting, in accordance with the timeframe established by the Executive Director.

Section 3. The Standing Committees of The Society and the Committees’ duties shall be as follows:

Section 3.1. The Nominating Committee shall consist of the President Elect as Chair, and all District Directors serving the first year of their two-year terms.

Section 3.1.1. The Nominating Committee shall prepare and submit a list of candidates for the incoming Board of Directors to the current Board of Directors no less than ninety days prior to the Annual General Business Meeting for ratification by the current Board of Directors.

Section 3.1.2. An abbreviated biographical sketch shall be submitted for each candidate for the Board of Directors.

Section 3.1.3. The Nominating Committee shall secure statements from all of the proposed candidates for the Board of Directors stating that the candidate will serve if elected, before their nomination is ratified.

Section 3.1.4. The candidates for the offices of President, President Elect, Vice- President, Secretary, Treasurer, and NSPS Director shall be from the state at large. A candidate for District Director shall be a member of the corresponding District.

Section 3.1.5. Candidates for District Director shall reside or work in the District they are seeking to represent, or in a County adjacent to that District. All candidates shall primarily reside in the State of Florida.

Section 3.2. The Membership Committee shall be directly responsible for the membership promotion and growth of membership.

Section 3.3. The Finance Committee shall review and have supervision of the financial affairs of The Society. It shall direct an independent review of the accounts of The Society annually or otherwise upon its order. It shall make recommendations to the Board of Directors as to the amount of the annual membership dues, the investment of funds, and other financial matters. The Finance Committee shall consist of the Treasurer as Chair, the President, President Elect and other members such that the Committee shall have at least five members, and an odd number of members.

Section 3.4. The Ethics and Professional Practices Committee shall perpetuate a code of ethics for The Society and for the Board of Directors and Committees and provide for the compliance therewith.

Section 3.5. The Education Committee shall promote education of the Members of The Society. The Education Committee shall investigate and make recommendations on methods of improving surveying and mapping education and training programs, both within and outside of the profession. It shall keep Members informed of improved ideas and methods of surveying and mapping through The Society’s publications.

Section 3.6. The Constitution and Resolution Advisory Committee is purposed to advise the Board of Directors in reviewing and maintaining the principal documents necessary for the governance of The Society. In fulfilling its purpose, this Committee shall perform functions which include, but are not limited to, the following: (a) assisting the Board of Directors in the preparation or revision of the Constitution, Articles of Incorporation, Resolutions or other documents necessary for the governance and direction of The Society; (b) ensuring consistency with other existing Society documents and previously adopted Resolutions, and recommending a review by The Society’s legal counsel if deemed necessary; (c) performing other tasks as requested by the Board of Directors and (d) shall act as the official interpreter thereof.

Section 3.7. The Annual Meeting Committee shall assist the Executive Director, who shall have direct supervision of the arrangements necessary for the Annual General Business Meeting.

Section 3.8. The Legal Committee shall thoroughly familiarize itself with all state laws and rules affecting surveying and mapping, and work closely with the Legislative Committee to review any proposed statutory or administrative code changes. The Legal Committee shall promote compliance with the Statutes and Codes and work with The Society governmental consultant and the Florida Board of Professional Surveyors and Mappers in all of their efforts.

Section 3.9. The Legislative Committee shall diligently monitor proposed legislation and rules changes affecting the surveying and mapping profession and act upon those changes as authorized by the Board of Directors.

Section 3.10. The Florida Surveying and Mapping Council, a Standing Committee, shall be directly responsible for enhancing the relationship between The Society and various governmental agencies, and to stay informed of the future of surveying and mapping activities in the State. This Committee shall consist of the Legal Committee Chair, the Legislative Committee Chair, appointees from The Society President, the NSPS Director, a representative of the Florida Department of Environmental Protection’s Bureau of Survey and Mapping, a representative of the Florida Department of Transportation’s Surveying and Mapping Office, the National Geodetic Survey Regional Adviser, a representative of the Florida Board of Professional Surveyors and Mappers, representatives of the ABET accredited surveying and mapping college programs within the State of Florida, a representative of the state water management districts, a representative of surveyors and mappers in government, a representative from the Florida Association of Cadastral Mappers and a representative from American Society for Photogrammetry and Remote Sensing. The Chair will be elected by the members of the Committee and shall meet a minimum of four times a year.

Section 3.12. The Executive Committee shall consist of the President, President Elect, Vice-President, Secretary, Treasurer, Immediate Past President, a Director and any others appointed by the President or the Board of Directors. The Executive Committee will be responsible for the oversight of the day to day operations of The Society within the budget and guidelines established by the Board of Directors. The President may appoint such Special Committees deemed necessary to assist the Executive Committee in the performance of its duties. The Secretary shall record minutes of all Executive Committee meetings.

Section 3.13. Liaison Committees shall network with other related professions and professional organizations. The Liaison Committees shall recommend to the Board of Directors methods of securing better understanding, cooperation, and mutual interest between The Society and other related professional organizations.

Section 3.14. All Standing Committees, and such Special Committees as may be appointed by the Board of Directors or the President, shall be subordinate to the Board of Directors in all their actions.

Section 3.15. Special Committees for stated specific purposes may be appointed by the President, or by the Board of Directors. Their duties shall concern only that for which they were appointed.

Section 3.16. No Committee or individual is authorized to make commitments concerning future actions of The Society or to make expenditures on behalf of The Society or to enter into contracts or agreements involving payments by The Society without specific prior authorization by the Board of Directors.

ARTICLE IX - FISCAL YEAR

Section 1. The fiscal year of The Society shall begin on the first day of January.

ARTICLE X - Corporate Year 

Section 1. The Board of Directors shall provide a corporate seal, which is circular in form and shall have inscribed thereon the name of the corporation, State of Florida and the year of incorporation, together with the words, “corporate seal”.

ARTICLE XI - AMENDMENTS

Section 1. Petitions for proposed amendments to the Articles of Incorporation or the Constitution must be in writing, signed by at least ten Members (as defined by Article II, Sections 1, 4, 6 or 8) and presented to the Chair of the Constitution and Resolution Advisory Committee. The Chair of the Constitution and Resolution Advisory Committee shall submit all proposed amendments received to the Board of Directors for ratification of the concept of the amendment. Upon ratification of the concept of the amendment by the Board of Directors, the Secretary shall send copies of all proposed amendments to the Members (as defined by membership categories per Article II, Sections 1, 4, 6 and 8) at least thirty days prior to the next scheduled Board of Directors meeting. Such proposed amendments shall be in order for discussion at that next scheduled meeting of the Board of Directors wherein they may be amended in any manner pertinent to the original proposals. These proposed amendments in their original form, or as may be amended by the Board of Directors, shall be approved or disapproved by a majority vote of the Board of Directors. If approved, the Secretary, within thirty days of such approval, shall submit the proposed amendments to the Members (as defined by Article II, Sections 1, 4, 6 or 8) for their vote of approval or disapproval of the proposed amendments. The voting procedure for the proposed amendments will follow that outlined in Article IV, Section 4.3. If two-thirds of the votes received are in the affirmative, the amendments shall be adopted. Amendments will take effect immediately upon their adoption. If an adopted change in the Constitution conflicts with the Articles of Incorporation, the Board of Directors shall have the authority, without further vote of the membership, to take such action as necessary to amend the Constitution or the Articles of Incorporation to ensure continuity between the two documents.

Section 2. Amendments to the Constitution or the Articles of Incorporation shall be published in the next issue of The Society’s publication following their adoption.

Section 3. The Board of Directors shall have the authority to revise the Constitution to update names of Committees and agencies should their names change.

Section 4. The Executive Director shall publish the current version of the Constitution on The Society’s website. The Constitution and Resolution Advisory Committee shall insure that the correct version is being published.

ARTICLE XII - PRACTICE SECTIONS

Section 1. To further the goals and objectives of The Society, the Board of Directors is authorized to establish Practice Sections comprising groups in similar fields of employment having common professional issues and interests. Practice Sections shall operate under the Constitution and adopted policies.

Section 3. The Board of Directors may create or dissolve Practice Sections. Failure to comply with the Constitution or adopted polices of The Society may be considered a basis for the dissolution of a Practice Section.

Section 4. The Board of Directors may delegate the management of funds, properties, and affairs of a Practice Section to such Practice Section.

Section 5. Each Practice Section shall file an Annual Report with the Executive Director prior to the Annual General Business Meeting, in accordance with the timeframe established by the Executive Director.

ARTICLE XIII - BONDS AND DEPOSITS

Section 1. The Executive Director and other employees, as required by law, shall be bonded by a Surety Company authorized to do business in the State of Florida. The premium of these bonds shall be borne by The Society.

Section 2. The amount of the bonds shall be not less than seventy-five percent of the annual budget.

Section 3. The funds of The Society shall be deposited by the Treasurer and/or appointed designee in accordance with the Board of Directors approved investment policy or policies.

ARTICLE XIV - APPLICATIONS, ADMISSIONS AND EXPULSIONS

Section 1. An application for membership shall be in a form and in such detail as may be prescribed by the Board of Directors. Applications for membership shall be accompanied by the appropriate membership dues for the current year. If an applicant is refused membership, all membership dues submitted by the membership applicant will be refunded. No application shall be presented to the Board of Directors, unless it has been accompanied by the appropriate payment of membership dues. The Board of Directors shall have the authority to accept, reject, or delay consideration of a membership application on behalf of The Society.

Section 2. Any Member may be expelled from The Society by an affirmative vote of at least two-thirds of the entire Board of Directors for willful disregard of The Society’s principles and purposes, for conduct detrimental to The Society’s welfare, for the conviction of a crime by a court of competent jurisdiction or upon revocation or suspension of the Member’s license or certificate of authorization to practice by the Florida Board of Professional Surveyors and Mappers. In case the grounds of expulsion are conviction of a crime or revocation or suspension of licensure or certificate of authorization, the Board of Directors may take action without notice of hearing, otherwise such Member shall receive a written copy of the charges against such Member and shall have the right of a hearing before the Board of Directors prior to the Board of Directors’ final action. The expulsion of any Member and the reason therefore may be published by The Society. A person, or firm, who has been expelled, may be reinstated only upon an affirmative vote of at least two-thirds of the entire Board of Directors, and the Board of Directors, before such reinstatement, shall satisfy itself that the cause for expulsion has been corrected.