North Carolina Association of Community-Based ICF/MR and CAP Services Providers By-Laws

Transcription

1 North Carolina Association of Community-Based ICF/MR and CAP Services Providers By-Laws Article I Name: The name shall be North Carolina Association of Community-Based ICF/MR and CAP Services Providers (DBA: The Providers Association) otherwise referred to as the Association. Article II - Purpose The Association is organized exclusively for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to associations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal Tax Code). The Association was also organized exclusively to improve the quality of services to individuals with disabilities in the state of North Carolina. The purpose of the Association is: Section 1: To support and develop clinical services and expertise in all aspects of service provision. Section 2: To provide a forum for communication/information exchange for staff of member organizations. Section 3: To empower the customers of the Association s membership through grassroots involvement of residents, guardians and parents. Section 4: To facilitate communication with decision making entities within the state, namely: 1. The divisions within the Department of Health and Human Services: a) Division of Medical Assistance (DMA) b) Division of Health Service Regulation (DHSR) c) Division of Mental Health/Developmental Disabilities/Substance Abuse Services (DMH/DD/SAS) 2. State Legislature and its appointed committees. Section 5: To seek to involve all providers as active members of the Association. Section 6: To ensure no part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities or the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office. Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under Section 1

2 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal Tax Code) or (b) by an association, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal Tax Code). Article III - Membership Section 1: The membership shall be open to (1) community-based organizations which provide care, habilitation and education for persons who have intellectual/developmental disabilities and/or related conditions. The organization must be certified by or have the potential to be certified (issued a Certificate of Need) by the Division of Health Service Regulation of the North Carolina Department of Health and Human Services as an ICF/MR (Intermediate Care Facility for the Mentally Retarded) or (2) an agency directly operating one or more residential facilities which provide 24-hour supervision, food, housing, and habilitative services utilizing the CAP-MR/DD waiver program. Section 2: There shall be one vote per organization. The organization shall designate its voting representative. In the event a member is absent, the organization is authorized to send proxy vote(s) by a signed, written letter when notification of a vote is sent out prior to the meeting. Section 3: Interested professionals, professional organizations, regional developmental disabilities centers, businesses, and other agencies may obtain an Associate membership. This membership has a non-voting status. Associate members may be fully involved in the activities of the Association, including appointment to committees and committee chair positions, but may not hold an elected office. Section 4: Membership year shall coincide with a July through June fiscal year. Section 5: Dues for the Association shall be proposed by the Executive Committee and approved by the membership annually. If more money is needed, the Executive Committee may request additional funds. This money shall be used for operating expenses or any other purpose voted by the membership. Dues shall be due July 1 st and shall become delinquent on October 1 st. Article IV - Meetings Section 1: Meetings shall be no less than quarterly. An annual meeting will be held each year (no later than May). Section 2: One-third of the voting membership shall constitute a quorum. Section 3: A quorum being present, a vote will be determined by a simple majority of members present. Section 4: The quarterly meetings shall be open to all interested persons. A closed membership session may be declared by a two-thirds vote of members present or by the President. 2

3 Section 5: A special meeting may be called by the President or shall be called by the President at the request of 25% of the members. All members shall be notified at least one week prior to such a meeting. Section 6: All meetings shall be conducted according to Robert s Rules of Order - Revised. Article V- Officers Section 1: The officers of the Association shall be: Immediate Past President President Vice-President Secretary Treasurer Administrator Representative QDDP Representative CAP-MR/DD Representative 3

4 Section 2: Duties Immediate Past President: The Immediate Past President serves on the Executive Committee to provide continuity of Association objectives and service goals. He/she also chairs the Nominating Committee. President: The President shall represent the Association and preside at all meetings. The President shall appoint all committees and their chairpersons except the Nominating Committee. The President shall be an ex-officio member of all the committees except the Nominating Committee. A parliamentarian may be appointed by the President. Vice-President: The Vice-President shall preside at all meetings in the absence of the President. The Vice-President shall succeed to the office of President in case of a vacancy in that office. The Vice- President shall assist the President and undertake any other responsibilities as the President may assign. Secretary: The Secretary shall be responsible for all correspondence including notification of all meetings. The Secretary shall record the proceedings of the general meeting. The minutes shall include a list of all those present and the addresses of new members. Treasurer: The Treasurer shall receive all money and shall be responsible for all receipts and expenditures. The Treasurer shall present a written financial report at each general meeting. The Treasurer shall be responsible for maintaining a list of organizations eligible to vote. QDDP Representative: The QDDP Representative shall preside at QDDP meetings, represent the interests of the QDDPs on the Executive Committee, and undertake any other responsibilities as the President may assign. CAP-MR/DD Representative: The CAP-MR/DD Representative shall preside at CAP-MR/DD meetings, represent the interests of the CAP-MR/DD QDDPs on the Executive Committee, and undertake any other responsibilities as the President may assign. Administrator Representative: The Administrator Representative shall preside at Administrative meetings, represent the interests of the Administrators on the Executive Committee, and undertake any other responsibilities as the President may assign. Section 3: The President, Immediate Past President, Vice-President, QDDP Representative, Administrator Representative, Secretary, Treasurer, CAP-MR/DD Representative, and Committee Chairs/Co-Chairs shall constitute the Executive Committee. The Executive Committee will meet prior to submitting the agenda for each quarterly meeting. Section 4: Any officer can be removed by two-thirds vote of the entire membership of the association. 4

5 Section 5: Any employee of a member organization may hold office, but there shall be no more than one officer per organization, unless an exception is made by 2/3 of the voting members present. Article VI - Elections Section 1: Elections shall be held at the annual meeting. The annual meeting shall be the regular meeting held during the fourth quarter of the membership year (no later than May). Section 2: The term of office shall be two years. An officer may succeed himself/herself in the same office for additional terms of one year each. Section 3: Vacancies in any office shall be filled by appointment by the Executive Committee. Section 4: The members present at the third quarterly meeting of each year shall elect the Nominating Committee consisting a minimum of two members, plus the Immediate Past President who shall serve as the committee s chairperson. No two members may be from the same agency. All members of the association shall be notified of the slate of nominees presented by the Nominating Committee shall be mailed to all members at least 14 days prior to the annual meeting, at which time nominations will be accepted from the floor and elections held. The new officers shall take office at the beginning of the fiscal year (July 1). Section 5: The QDDP Representative shall be elected by the QDDPs present at the Annual conference meeting. Section 6: The Administrator Representative shall be elected by the Administrators present at the Annual conference meeting. Section 7: The CAP-MR/DD Representative shall be elected by CAP-MR/DD QDDPs. Article VII. Duties of the Executive Committee Section 1. The Board of Directors shall have the powers and duties necessary or appropriate for the administration of the affairs of the Association. All powers of the Association, except those specified, granted or reserved to the members by law, the Articles of Incorporation, or these Bylaws, shall be vested in the Directors. Section 2. They shall have the responsibility to adopt the annual budget of the Association. Section 3. To ensure no part of the net earnings of the Association shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. Section 4. To ensure that the Association abides by all the laws, both State and federal that govern nonprofit corporations. 5

6 Article VIII - Committees Section 1. The following shall be standing committees: Executive Committee - The purpose of the Executive Committee is to review and coordinate the work of other committees of the Association. In addition, the Executive Committee will evaluate current information and discuss issues which may affect the Association s membership, as well as, plan responses of the Association to critical issues including issues requiring action of the general Association membership. Legislative Committee - The purpose of the Legislative Committee is to identify the legislative issues which effect the service delivery for individuals with developmental disabilities. The NC Legislative issues and agenda are reviewed as to their impact on services to individuals with developmental disabilities; to educate Legislators of the needs of the individuals with developmental disabilities and their families; and to advocate for services which promote full inclusion for individuals with developmental disabilities as valued members of our society. Program/Conference Committee - The purpose of the Program/Conference Committee is to assist the Association to support and develop clinical expertise, and to provide a forum for communication and information exchange. This can be accomplished through coordination of speakers and topics on relevant subjects for the program portions of the Association Quarterly Meetings, and through development of the Annual Conference. Fiscal/Operations Committee - The purpose of the Fiscal/Operations Committee is to study issues, rules, and policies which impact the services, health, and welfare of individuals with developmental disabilities. The committee keeps the membership informed of current issues and receives information from providers regarding problems and concerns. The Fiscal/Operations Committee interacts with appropriate State agencies in an exchange of information. Clinical Issues Committee The purpose of the Clinical Issues Committee is to study issues, rules, and policies that may affect the provision of clinical services to individuals with developmental disabilities. The Committee receives information from providers regarding problems and concerns about clinical services. The members attend meetings related to certification, bed needs, programmatic rules, regulations held by State Agencies in order that current information is available to members and information is exchanged Section 2 The President may appoint other committees as necessary. Article IX -Conflict of Interest Section 1. In the event that there comes before the Executive Committees a matter for consideration or decision that raises a potential conflict of interest for any Executive Committee member, such member shall disclose the conflict of interest as soon as such member becomes aware of it. Section 2. Any Director who is aware of a potential conflict of interest with respect to any matter coming before the Board of Directors shall 6 not vote in connection with the matter.

7 Section 3. The foregoing requirements shall not be construed as preventing or discouraging any Director from disclosing relevant information with respect to any Matter as to which such Director has knowledge or from answering questions or stating a position with respect to any such matter. Article X - Amendments By-laws may be amended at the request of the By-laws Committee by a two-thirds vote at any regularly scheduled meeting. The membership shall be informed of the proposed amendments in writing at least 14 days prior to the meeting. In the event of dissolution, after paying or making provisions for the payment of all liabilities of the Association, the Executive Committee shall distribute all assets of the Association to such an organization(s) founded and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization(s) under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provisions of any future United States Internal Revenue Law), or shall be distributed to the Federal government, or to a state or local government, for a public purpose as determined by a two-thirds vote of the membership. Any such asset not so disposed of shall be disposed of by the Superior Court of the county in which the principle office of the Association is then located, exclusively for charitable purposes or to such organization(s), as said court shall determine, which are organized and operated exclusively for charitable purposes. These By-laws and Revisions were adopted by a two-thirds vote of the membership via 11/1/10. 7