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By-Laws

The following bylaws of the National Alliance of Children's Trust and Prevention Funds were approved as revised November 19, 2013

ARTICLE I - NAME, PURPOSES AND OFFICES

Section 1.1. Name. The name of this corporation is the National Alliance of Child Abuse Prevention Funds (herein called the Corporation).

Section 1.2. Purposes. The Corporation is organized and shall be operated exclusively for charitable, religious, scientific or educational purposes within the meaning of Section 501 (c) (3) of the Internal Revenue Code of 1986, as amended, or the corresponding provisions or provision of any subsequent United States Internal Revenue law or laws. Within the scope of the foregoing purposes, not by way of limitation thereof, the Corporation is organized to support the activities of child abuse trust and prevention funds and other publicly supported organizations which offer child abuse and neglect prevention programs. The assets and properties of the Corporation are hereby pledged for use in performing its exempt functions.

Section 1.3. Offices. The Corporation may have, in addition to its registered office, offices at such places, both within and without the State of Texas, as the Board of Directors may from time to time determine or as the activities of the Corporation may require.

Section 1.4. Assumed Names. The Corporation is sometimes referred to as the National Alliance of Children's Trust and Prevention Funds, or The National Alliance of Children's Trust Funds. The Corporation may transact business under an assumed name by filing an assumed name certificate in the manner prescribed by law.

ARTICLE II - MEMBERS

Section 2.1. Classes and Members. The qualification, membership fees and rights of each member shall be determined by the Board of Directors except as stated in these bylaws. The Corporation shall have the following members:

A) A Full Member is the designated representative of a child abuse prevention or children's trust fund organization established by law in a state or United States territory or district; and

B) An Associate Member is the designated representative of an organization or an individual other than the designated representative of a child abuse prevention or a children's trust fund organization established by law in a state or United States territory or district.

Section 2.2. Voting Rights.Each Full Member shall be entitled to one vote on each matter submitted to a vote of the members.  Associate  Members shall not be entitled to a vote except as otherwise provided in the Bylaws.

Section 2.3. Transferred Membership. Membership in this Corporation is not transferable or assignable. The designated representative of a child abuse prevention or children's trust fund organization may be changed by the organization by written notification by an authorized officer of the organization.

Section 2.4. Membership Dues. The Board of Directors shall set dues which are required for membership. Any dues structures set by the Board must be ratified by a majority vote of a quorum of the membership.

ARTICLE III - MEETINGS OF MEMBERS

Section 3.1. Annual Meetings. The annual meeting of the membership will be held at a day and time set by the Board of Directors of the Corporation, for the purpose of the transaction of business that may come before the members.

Section 3.2. Special Meetings. Special meetings of the members may be called by a majority vote of the Board of Directors or by a request in writing of not less than one-half of the Full Members, meaning those with voting rights.

Section 3.3. Place and Time of Meetings. Each meeting of the membership may be held at such time and place, within or without the State of Texas, as may be fixed by the Board of Directors or as shall be specified or fixed in the notices or waivers of notice thereof.

Section 3.4. Notice of Meeting. Written or printed notice stating the place, date, and hour of any meeting of the membership shall be delivered to each Full Member entitled to vote at such meeting, not less than ten (10) or more than ninety (90) days before the date of such meeting. In case of a special meeting or when required by statute or these bylaws, the purpose or purposes for which the meeting is called shall be stated in the notice. Notice of a meeting shall be deemed to be delivered two (2) days after sent to the Full Member at the most recent email address provided by the member to the Alliance or two days after mailed if deposited in the United States mail addressed to the member at his or her last known address with postage paid.

Section 3.5. Quorum. Fifty (50%) percent of the Full Members of the Corporation shall constitute a quorum.

Section 3.6. Meeting via Electronic Communications or by Correspondence. Polling of the Full Members for any vote taken at a regular annual meeting, regular meeting or special meeting may be conducted by electronic communications or by correspondence. All voting conducted either by electronic communications or by correspondence must be verified by the Secretary of the Corporation.

ARTICLE IV - BOARD OF DIRECTORS

Section 4.1. General Powers.The management of the activities, property and affairs of the Corporation shall be vested in its Board of Directors. The Board may exercise all such powers of the Corporation, hire an executive director, and do all such lawful acts and things as are permitted by statute or by the Articles of Incorporation or these Bylaws.

Section 4.2. Number and Qualifications. The Board of Directors shall be comprised of ten to seventeen members, who shall serve in the Board places designated as follows:

Place (1), the President
Place (2), the Vice President/Chair of Governance Committee
Place (3), the Secretary
Place (4), Treasurer/Chair of Finance Committee
Place (5), the Immediate Past President of the Board;
Place (6 - 17), At Large Directors

To be qualified to be nominated and serve, if elected, each candidate for a director position shall be a Full Member who is current on dues, who adheres to the principles of the Corporation, who has been employed or otherwise active in their state children's trust or prevention fund for at least one year, who has attended at least one previous Alliance annual membership meeting and whose involvement reflects a commitment to benefit the national versus a local interest.

To be nominated as Board President, the member must meet the above qualifications and also have served on the Board of Directors for at least one year.

Each director shall have one vote on the Board.

Section 4.3. Election of Board Members. The election of the Board of Directors of the Corporation shall be open and transparent to the Alliance membership. The Alliance values diversity among Board members and, to the extent practicable, will seek to recruit potential Board members that reflect the diversity of the members. An Elections Committee shall be appointed by the Board President to oversee the election process. All Alliance Full Members shall be invited to nominate themselves or others for any open Board position. The Elections Committee will determine that nominees meet the requirements for board membership as stated in Section 4.2 of these Bylaws and that the nominee is willing to serve if elected. At least one month prior to the election, information will be provided to all Full Members of the Alliance regarding all nominees for each open board position. Every Full Member organization is entitled to one vote for each open board position. The election will take place by email or other electronic method no later than October 15 of each year and will be completed within a time frame so that the results will be reported to the members no later than October 31.

Section 4.4.  Term of Office.  The term of office for Directors will be two (2) years and these directors may not serve more than three (3) consecutive terms. Directors who have completed three (3) consecutive terms shall be eligible for re-election after one (1) intervening year. The directors shall serve staggered terms.

Section 4.5. Removal from Office.The Board of Directors may remove any board member for reasons of attendance or conduct or upon petition by any Full Member of the Corporation. The Board shall review the standing of the member and may remove the member from office by a majority vote of the Board of Directors.

Section 4.6. Filling of Vacancies. Any vacancy occurring in the Board of Directors resulting from the death, resignation, retirement, disqualification, or removal from office of any director may be filled by the affirmative vote of a majority of the remaining directors. The Board President, in consultation with the Governance Committee, will identify potential new Board members to fill the vacancy. Any director elected to fill a vacancy shall hold office for the unexpired term of his or her predecessor in office. The time served in the appointed position will be considered a term in office for the newly elected director. Any director elected to fill a vacancy may succeed himself or herself in office if duly re-elected by the membership according to Section 4.3 of these by-laws.

Section 4.7. Place of Meeting. Meetings of the Board of Directors shall be held at such place, within or without the State of Texas, as may from time to time be fixed by the Executive Committee or as shall be specified or fixed in the respective notices or waivers of notice thereof.

Section 4.7. Annual Meetings. A regular annual meeting of the Board of Directors shall be held at a time and place determined by the Executive Committee and communicated to all directors. Written and printed notice stating the place, date, and hour of each annual meeting of the Board of Directors shall be delivered to each director entitled to vote at such meetings not less than ten (10) nor more than sixty days (60) days before the date of such meeting.

Section 4.9. Regular Meetings. Regular meetings of the Board of Directors shall be held at such times and places as may be fixed by action of the Board of Directors and communicated to all directors. Except as otherwise provided by statute, the Articles of Incorporation, or these Bylaws, any and all business may be transacted at any regular meeting.

Section 4.10. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any five (5) directors. Persons authorized to call special meetings of the Board may fix the place for holding any special meeting of the Board called by them. Except as may be otherwise provided by statute or by the Articles of Incorporation or by these Bylaws, neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board of Directors need be specified in the notice of such meeting.

Section 4.11. Notice. Notice of any special meeting of the Board of Directors shall be given at least two (2) days prior to such meeting by written notice delivered personally or sent by email, mail, or telecommunications to each director at his or her address and shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered two (2) days after being deposited in the United States mail with postage thereon prepaid. Any director may waive notice of any meeting. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting except where a director attends a meeting with the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board needs to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws.

Section 4.12. Quorum and Manner of Acting.At all meetings of the Board of Directors, the presence of the majority of the number of directors currently comprising the Board of Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws. Directors present by proxy may not be counted toward a quorum. The act of a majority of the Directors present in person or by proxy at a meeting at which a quorum is present shall be the act of the Board of Directors unless the act of a greater number is required by statute, by the Articles of Incorporation or these Bylaws, in which case, the act of such greater number shall be requisite to constitute the act of the Board. A director may vote in person or by proxy executed in writing by the director. No proxy shall be valid after three (3) months from the date of execution. Each proxy shall be revocable in writing. If a quorum shall not be present at any meeting of the directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such convened meeting any business may be transacted which might have been transacted at the meeting as originally convened.

Section 4.13. Directors or Members Compensation. No director or member shall receive compensation for his or her service as a director or as a member of a standing or special committee of the Board of Directors. Nothing herein contained shall be construed to preclude any director or member from receiving reimbursement authorized by the President and Treasurer for expenses incurred on behalf of the Corporation or in attending meetings of the Board of Directors or any such committee or from serving the Corporation in any other capacity.

Section 4.14. Consent of Directors. Any action required or permitted to be taken at any meeting of the Board of Directors or any committee may be taken without a meeting if a consent in writing setting forth the action to be taken shall be signed by two-thirds (2/3) of the directors or two-thirds (2/3) of the members of the committee, as the case may be.

Section 4.15. Meeting via Electronic Communications or by Correspondence. Polling of the Board of Directors for any vote taken at a regular annual meeting, regular meeting or a special meeting, may be conducted via email, electronic communications or correspondence. All voting conducted by either electronic communications or correspondence must be verified by the Secretary of the Corporation. Polling of the absent members of the Board of Directors shall be mandatory for the removal of a director and for a vote upon any resolution upon demand of any director present at the meeting.

Section 4.16. Executive Committee. The Executive Committee shall be comprised of the President, Vice-President, Secretary, Treasurer, and Immediate Past President of the Board. The Executive Director of the Organization shall serve as an Ex-Officio member of the Executive Committee.

Section 4.17. Meetings of the Executive Committee. The Executive Committee shall meet at such times as the President shall deem necessary.

Section 4.18. Executive Committee of Directors. The Executive Committee shall have, and is hereby authorized and empowered to act and exercise, the full authority of the Board of Directors in all matters, except that the Executive Committee shall not have the authority to amend, alter or repeal these Bylaws; to elect, appoint or remove any member of the Executive Committee or any director or officer of the Corporation; to amend the Articles of Incorporation; to adopt a plan of merger or to adopt a plan of consolidation with another corporation; to authorize the sale, lease, exchange or mortgage of all or substantially all the property and assets of the Corporation; or to amend, alter or repeal any resolution of the Board of Directors, which by its terms, provides that it shall not be amended, altered or repealed by the Executive Committee.

Section 4.18. Director Liability. A director of the Corporation shall not be personally liable to the Corporation for monetary damages for an act or omission in the director's capacity as a director except for:

(1) a breach of the director's duty of loyalty to the Corporation or it members;


(2) an act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;


(3) a transaction from which the director received an improper benefit, whether or not the benefit resulted from an action taken within the scope of the director's office; or


(4) an act or omission for which the liability of a director is expressly provided for by statue.

Any repeal or modification of the foregoing paragraph shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE V - OFFICERS, EMPLOYEES, AND AGENTS: POWERS AND DUTIES

Section 5.1. The elected officers of the Corporation shall be a President, a Vice-President, a Secretary and a Treasurer. Two (2) offices may be held by the same person except the offices of President and Secretary.

Section 5.2. Election.Officers of the Corporation shall be elected at the time of the general election of Board members, meeting the qualifications described in Section 4.2 of these Bylaws and following the election process described in Section 4.3 of these Bylaws. The one exception is that to be nominated as Board President, the member must meet the additional requirement of having served on the Board of Directors for at least one year.

Section 5.3. Terms of Office. A term of office is two (2) years. Officers may not serve more than three (3) consecutive terms in the same position, with the exception of the Board President, who must have already served at least one year on the Board prior to election to that office. Each officer shall hold office until his or her successor shall have been duly elected and shall have qualified.

To facilitate a smooth transition of leadership, the past president shall serve in the formal role of Past President for one year. If the Past President has not completed the allowable six years of service on the Board, and is elected to another position on the board, he or she will be a voting member in the new position. If the Past President has completed six years of service or is not re-elected, that member shall have completed his or her terms on the board, and would serve in a non-voting position for one year to advise and support the incoming Board President. Notwithstanding the six-year limit the Past President may serve for one year as a non-voting member. That year is not considered the year between terms.

Section 5.4. Removal from Office. Any Full Member may petition the Board of Directors to remove an officer whenever, in the judgment of the members, the best interest of the Corporation would be served thereby. The Board of Directors shall review the standing of the petitioned officer and may remove the member from office by a majority vote of the Board of Directors.

Section 5.5. President.The President shall be the chief executive officer of the Corporation, and, subject to the provisions of these Bylaws, shall have general supervision of the activities and affairs of the Corporation and shall have general and active control thereof. The President shall preside when present at meetings of the Board of Directors. He or she shall have general authority with approval from the Executive Committee to execute bonds, deeds and contracts in the name of the Corporation and in general to exercise all the powers usually appertaining to the office of president of a corporation, except as otherwise provided by statute, the Articles of Incorporation or these Bylaws.

Section 5.6. Vice-President.. The Vice-President shall generally assist the President and shall have such powers and perform such duties and services as shall from time to time be prescribed or delegated to him or her by the President or the Board of Directors. In the absence or disability of the President, his or her duties shall be performed and his or her powers may be exercised by the Vice-President unless otherwise determined by the President or the Board of Directors. The Vice-President shall also serve as the Chair of the Governance Committee.

Section 5.7. Secretary. The Secretary shall see that notice is given to Full Members of all annual and special meetings of the membership and/or Board of Directors and shall keep and attest true records of all proceedings at all meetings of the Board of Directors and of the Executive Committee. He/she shall keep and account for all books, documents, papers and records of the Corporation, except those for which some other officer or agent is properly accountable. He/she shall generally perform all duties usually appertaining to the office of secretary of a corporation. In the absence or disability of the Secretary, his/her duties shall be performed and his/her powers may be exercised by the Assistant Secretaries in the order of their seniority, unless otherwise determined by the President or Board of Directors.

Section 5.8. Treasurer. The Treasurer shall be the chief accounting and financial officer of the Corporation and shall be responsible for all matters pertaining to the accounts and finances of the Corporation and shall direct the manner of certifying the same. He/she shall supervise the manner of keeping all vouchers for payments by the Corporation and all other documents relating to such payments; shall receive, audit and consolidate all operating and financial statements of the Corporation and its various departments; shall have supervision of the books of accounts of the Corporation, their arrangements and classification; shall supervise the account and auditing practices of the Corporation; and shall have charge of all matters relating to taxation. The Treasurer shall recommend and oversee policies regarding the care and custody of all monies, funds and securities of the Corporation; shall deposit or cause to be deposited all such funds in and with such depositories as the Board of Directors shall from time to time direct or as shall be selected in accordance with procedures established by the Board of Directors; shall advise upon all terms of credit granted by the Corporation and shall cause to be kept full and accurate accounts of all receipts disbursements and contributions of the Corporation. He/she shall have the power to endorse for deposit or collection or otherwise all checks, drafts, notes, bills of exchange or other commercial papers payable to the Corporation, and to give proper receipts or discharges for all payments to the Corporation. The Treasurer will oversee preparation of an annual budget for the Corporation, ensure the billing for and collection of membership dues, and submission of a minimum of quarterly financial reports to the Board of Directors. The Treasurer shall generally perform all duties usually appertaining to the office of treasurer of a corporation. In the absence or disability of the Treasurer, his/her duties shall be performed and his/her powers may be exercised by the Assistant Treasurers in the order of their seniority, unless otherwise determined by the Treasurer, the President or the Board of Directors.

Section 5.9. Additional Powers and Duties. In addition to the foregoing especially enumerated duties, services and powers, the elected and appointed officers of the Corporation shall perform such other duties and services and exercise such further powers as may be provided by statute, the Articles of Incorporation or these Bylaws, or as the Board of Directors may from time to time determine or as may be assigned to him/her by any competent superior officer.

Section 5.10. Good Faith Reliance by an Officer. In the discharge of a duty imposed or power conferred on an officer of a corporation, the officer may in good faith and with ordinary care rely on information, opinions, reports, or statements, including financial statements and other financial data, concerning the corporation or another person, that were prepared or presented by (1) one or more other officers or employees of the corporation, including members of the Board; or (2) legal counsel, public accountants, or other persons as to matters the officer reasonably believes are within the person's professional or expert competence. An officer is not relying in good faith as required by this provision if the officer has knowledge concerning the matter in question that makes reliance otherwise permitted by this provision unwarranted.

Section 5.11. Bond. All officers and all employees who handle funds or securities of the Corporation shall be adequately bonded as determined by the Board.

Section 5.12 Funds and Bank Accounts. . The President and the Treasurer of the Corporation are, and each of them hereby is severally, authorized and empowered to sign checks on the various funds and bank accounts of the Corporation, and in the name and on behalf of the corporation, to make, execute, authenticate, acknowledge and deliver any contract, agreement, certificate, release, assignment, lease, conveyance, deed, transfer of real or personal property, proxy, power of attorney with full and general or limited authority, with power of substitution, or any other instrument which the officer may deem necessary, and execution of any of the preceding shall be conclusive evidence that said officer has acted with full authority for the Corporation and without necessity for further action or resolution of the Board; and the Secretary or any other officer named in this section is hereby authorized and empowered to affix the corporate seal to any such papers or documents and to attest the same.

ARTICLE VI - COMMITTEES

Section 6.1. Committee Work. The Corporation’s committees, other than the Executive Committee, provide resources and assistance when requested by the Board, and consider needs and make recommendations to the Board. All voting members of the committee must be Full Members or Associate Members.

Section 6.2. Standing Committees. There shall be two (2) standing committees; Governance and Finance. The Chair of the Governance Committee shall be the Vice-President of the Board. The Chair of the Finance Committee shall be the Treasurer of the Board. The Board may also appoint ad hoc committee chairs.

A. The Governance Committee. The Governance Committee supports the operations of the Board of Directors by ensuring Board effectiveness, maximum participation and performance; recommending new Board members in a timely fashion as needed; recommending ad hoc committees as needed; ensuring Board policies are being observed; implementing Board development and growth opportunities throughout the year; ensuring that the election calendar is set for each year; reviewing the By-laws annually or as otherwise needed and ensuring all Board members receive orientation.

B. The Finance Committee. The Finance Committee conducts monthly reviews of the Alliance fiscal reports and assures that the Alliance’s finances are managed effectively. Each month, the Committee reports to the Board regarding the fiscal status of the organization and each quarter the Committee provides a more detailed report to the Board. The Committee also reviews the fiscal management and fiscal policies of the organization annually or more frequently if needed and recommends any needed changes to the Board.

Section 6.3. Ad-Hoc Committees. The President of the Board, with assistance from the Governance Committee, shall identify any ad-hoc committees needed at the beginning of each fiscal year. The President of the Board, in consultation with the Governance Committee, shall appoint a Chair for each ad hoc committee. The Chair of each committee shall be a member of the Board of Directors. Committee membership shall be open to any other Board member and to any member of the Alliance. Whenever possible, ad hoc committees that will be needed for the following fiscal year will be identified prior to the election process and the Elections Committee shall assist in recruiting potential Board members with skills needed for serving as Chairs of those committees. Additional ad hoc committees may be appointed at any time as needed throughout the year.

Section 6.4. Vacancies. Vacancies in the membership of any committee may be filled by appointments by the President of the Corporation.

Section 6.6 Quorum. Unless otherwise provided in the resolutions of the Board of Directors designating a committee, the majority of the whole committee shall constitute a quorum.

Section 6.7. Rules. Each committee may adopt rules for its own governance, not inconsistent with these Bylaws or with rules adopted by the Board of Directors.

ARTICLE VII - MISCELLANEOUS

Section 7.1. Dividends Prohibited. No part of the net income of the Corporation shall inure to the benefit of any private individual and no dividend shall be distributed to its directors or officers. The Corporation may pay compensation in a reasonable amount to its officers for services rendered and may reimburse its directors as provided by these Bylaws.

Section 7.2. Loans to Officers and Directors Prohibited.No loans shall be made by the Corporation to its officers and directors, and any directors voting or assenting to the making of any such loan, and any officer participating in the making thereof, shall be jointly and severally liable to the Corporation for the amount of such loan until repayment thereof.

Section 7.3. Signature of Negotiable Instruments. All bills, notes, checks or other instruments for the payment of money shall be signed or countersigned by such officer, officers, agent or agents, and in such manner, as are permitted by these Bylaws and as from time to time may be prescribed by resolution of the Board of Directors.

Section 7.4. Fiscal Year. The fiscal year of the Corporation shall be fixed by resolution of the Board of Directors.

Section 7.5. Books and Records. The Corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and Committees, having any of the authority of the Board of Directors, and shall keep at the registered or principle office of the Corporation a record of the names and addresses of members entitled to vote. All books and records of the Corporation may be inspected by any member or his/her agent or attorney for any proper purpose at any reasonable time.

Section 7.6. Written Notice of Meetings. Written notice of meetings shall be understood to mean email, personal delivery, delivery by mail or delivery by telecommunication.

Section 7.7. Financial Transactions. No money shall be borrowed in the name of the corporation without specific authority of the Board, and such authority shall be necessary to each transaction separately.

Section 7.8. Indemnification. The Corporation will indemnify and hold harmless any person who is a director, officer, employee, former director, former officer or former employee against expenses and costs (including attorney fees) actually and necessarily incurred by, or imposed on, the person in connection with any action, suit or proceeding, whether civil or criminal in nature in which the person is made a party or in which a claim is asserted against the person by reason of his being or having been a director or officer (whether or not the person is a director or officer at the time such costs or expenses were incurred by or imposed on the person) and will indemnify or reimburse any such person against any amount paid in satisfaction of any judgment or the amount of any such judgment actually and finally entered against him in connection with any such action, suit or proceeding The Corporation will also reimburse to, or advance on behalf of, any such person the reasonable cost of settlement of any such action, suit or proceeding. Such right of indemnification and reimbursement shall not be deemed exclusive of any other right to which such director, officer or employee may be entitled by law or otherwise. Further, such right of indemnification shall not extend to any claims or matters as to which such person shall have been guilty of negligence or misconduct.

Section 7.9. Audit Requirements. The books of the Corporation shall be audited annually, or as otherwise determined by the Board, by an independent auditor, a certified public accountant, as of the end of the fiscal year and a written report thereof made to the Board.

ARTICLE VIII - AMENDMENTS

Section 8.1. Amendment Procedures. These Bylaws may be altered, amended or repealed, or new Bylaws may be adopted at any annual or special meeting of the Board of Directors by the affirmative vote of a majority of the number of the Directors fixed by these Bylaws, provided notice of the proposed alteration, amendment, repeal or adoption be contained in the notice of such meeting.

Section 8.2. Ratification of the Bylaws by the Membership.Any amendments, alterations, additions or deletions to these Bylaws by the Board of Directors must be ratified by a majority vote of the Full Members at the annual meeting of the membership or as soon thereafter as is convenient.

Section 8.3. Previous Bylaws Rescinded. All previous Bylaws of this Corporation are hereby rescinded and are of no further force and effect.