1 BYLAWS Association of Administrators of the Interstate Compact on Adoption and Medical Assistance 2 Article I. Establishment 3 4 The Association of Administrators of the Interstate Compact on Adoption and Medical Assistance, Inc., hereinafter referred to as "the Association" is hereby established. 5 Article II. Purposes and Functions 6 7 8 9 The Association is a nonprofit corporation formed for the purpose of developing and disseminating information that will facilitate administration of the Interstate Compact on Adoption and Medical Assistance and for jointly considering, formulating and adopting forms and procedures as contemplated in Article VI of the Interstate Compact on Adoption and Medical Assistance 'the ICAMA'. In addition, the Association may: 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 (a) Encourage the cooperation of the party states in addressing issues and concerns relating to the interjurisdictional receipt of Medicaid and other adoption assistance services by children covered under this Compact; (b) Facilitate communication and the exchange of information among party states related to the purpose and functions of this Compact; (c) Educate, facilitate and promote knowledge of and compliance with the provisions of this Compact among the party states; recommend and advocate for changes in law or policy to improve the interstate practice of adoption and medical assistance programs; (d) Facilitate communication, collaboration, and cooperation to resolve disputes between and among officials who serve as Compact Administrators and their agencies, private adoption agency representatives, tribes, and others involved in special needs adoption (e) Cooperate with the U.S. Department of Health and Human Services and any, other federal agencies and officials concerned with services to children receiving or representatives, tribes, and others involved in special needs adoption in need of placement as provided under this Compact; (f) Undertake all activities on behalf of members and associate members which are provided or required under the Nonprofit Corporation laws of the District of Columbia, including the requirement that, upon dissolution of the Association, its assets shall be distributed for one or more of the 1
27 28 exempt purposes provided in section 501 (c)(6) of the Internal Revenue Code, or to the state governments of the member states for a public purpose. 29 Article III. Membership 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 (a) The members of the Association shall be the Compact Administrators from the party states and such Deputy Compact Administrators as have been designated in accordance with the Compact and other laws and procedures of the state involved and the designation is on file with the Association. (b) The duties of the representatives of the member states include, but are not limited to, the following responsibilities: I. Support, advocate, and carry out the purposes of the Compact; II. Designate a Compact Administrator and/or Deputy Administrator, and promptly file the necessary Designation of Compact Official s form with the Secretariat Office, to be its voting representatives as specified under the Compact; III. Pay all financial assessments; IV. Authorize a state ICAMA representative to attend the AAICAMA annual meeting; V. Promote and enforce compliance with state obligations under the Compact and the terms of the Compact; and VI. Take such other actions as are permitted or required under the terms of the Compact. Article IV. Voting 46 47 48 49 50 51 52 53 54 55 (a) Each party state shall be entitled to one vote, which shall be cast by the Compact Administrator, Deputy Compact Administrator, or individual designated by proxy from that state. No Compact Administrator or Deputy Compact Administrator present, or by proxy, shall be entitled to participate in the business of the Association as a member unless there is on file with the Association written notice of the identity and designation of said Administrator or Deputy Compact Administrator and unless such designation has not been superseded, revoked, or rendered inoperative because the individual no longer holds an office with the state. (b) The Compact Administrator or Deputy Compact Administrator entitled to vote upon Association business may vote by proxy. The designation of such proxy shall be in writing to the President, subscribed by the Compact Administrator or Deputy Compact Administrator and shall be dated. 2
56 57 58 59 60 61 62 Proxies shall be delivered to the President before a vote will be taken at a meeting and shall remain in force until the conclusion of the meeting unless revoked by written notice to the President. Only Compact Administrators or Deputy Compact Administrators may vote on Association business and for election of members of the Executive Committee. (c) Each state is entitled to only one vote on any issue. Article V. Meetings 63 64 65 66 67 68 69 70 71 72 73 74 75 (a) The annual meeting of the Association shall be held at such time and place as shall be determined by the Executive Committee. Special meetings may be held on call of the President at such time and place as he or she shall determine, or by demand in writing addressed to the Secretariat by the Compact Administrators or Deputy Compact Administrators representing not less than 1/3 of the party states. Notice of the annual meeting shall be to all member states by e notice, at least 90 days in advance of the meeting. Notice of special meeting shall be the same as for an annual meeting, except that it may be on 10 days notice and shall be accompanied by an agenda setting forth in reasonable detail the business proposed to be transacted. Special meetings of the Association and committee meetings may be held electronically via telephonic and/or other forms of electronic communication so all persons participating in the meeting can communicate simultaneously. Article VI. Transaction of Business 76 77 78 79 80 81 82 83 (a) A quorum for the transaction of Association business at a regular or special meeting of the Association shall consist of voting representation by the Compact Administrator or Deputy Compact Administrator or by proxy vote, if any, of a majority of states which have the Compact in effect. (b) Actions of the Association shall be conducted by an affirmative vote at the annual meeting by those states present and voting, or those states voting by proxy, in accordance with the procedure outlined in Article IV above. (c) Whenever it becomes necessary to establish the presence of a quorum in a meeting of a Committee, the quorum shall be made up of a simple majority of the members of the Committee. 84 Article VII. Officers and Members at Large 3
85 86 87 88 89 90 91 92 93 94 95 96 97 98 99 100 101 102 103 104 105 106 107 108 109 110 111 112 113 114 115 116 (a) The Officers of the Association shall be a President, Vice President, Treasurer, and six Members at Large and shall be elected from among the members who are Compact Administrators or Deputy Compact Administrators designated as representatives of the Compact party states. Officers and Members at Large shall represent all members. A vacancy in an office shall occur whenever the office holder resigns therefrom or ceases to be eligible to be a member of the Association. (b) The President shall perform the duties and have the prerogatives customarily inhering in the office of President, including presiding at all annual and special meetings and having general responsibility for the administration of the Association. The president shall be Chairman of the Executive Committee and shall be an ex officio member of all other committees of the Association unless otherwise specifically ordered by the Association. The President, with the advice and consent of the Executive Committee may appoint a Compact or Deputy Compact Administrator of the Association to fill a vacancy. (c) The Vice President shall perform the duties, have the prerogatives, and assume the responsibilities of the President during any time when the President is unable to act, due to absence or any other cause. In the event of a vacancy in the office of President, the Vice President shall accede to the office of President for the remainder of the unexpired term. (d) The Treasurer shall have general oversight of the funds of the Association, and shall approve the report to the Association on its financial condition. (e) Members at Large shall work in partnership with the entire Executive Committee and the Secretariat staff to represent all members. They shall be responsible for being informed about all activities of the Association and will actively participate in the discussions and proposals of the Committee. (f) The terms of the Officers of the Executive Committee shall be for four years to begin on January first. However, subject to the limitation prescribed in this Article and in Article III, an Officer of the Executive Committee may not succeed himself or herself after serving one (1), four year term. The President may serve no more than one term, except that a Vice President who accedes to the Presidency to complete an unexpired term may thereafter be elected to one full term. After serving a full, four year term, an Officer can then be re elected as a Member at Large. Each Officer and Executive Committee member shall serve until his or her successor is elected. (g) The terms of the Members at Large shall be for two year terms, unless requested to serve one, additional term by unanimous consent of the Executive Committee members. Upon completion of 4
117 118 119 two, consecutive terms, Members at Large may run in the next election for a Member at Large or an officer seat. (h) Each party state is permitted only one representative on the Executive Committee. 120 Article VIII. Committees 121 122 123 124 125 (a) The Association shall have an Executive Committee of nine members: The President, the Vice President, the Treasurer, and six Members at Large of the Association who shall be elected to the Executive Committee by members and are designated as Compactor Deputy Compact Administrators of party states. The terms of the members of the Executive Committee shall be as prescribed in Article VII. 126 127 128 129 (b) The Executive Committee shall be the Board of Directors of the Association. The Committee may authorize action on behalf of the Association and has the power to act on behalf of the Association in carrying out its duties when the Association as a whole is not meeting, except when an amendment to the Compact or the Bylaws is proposed. 130 The Executive Committee shall: 131 132 133 134 135 136 137 138 139 140 141 142 143 I. Act as fiduciary stewards of the Association in managing its finances, provide financial oversight, and arrange for an annual, fiscal review of Association finances; II. Ensure the Association complies with all applicable laws; III. Create and regularly review on going strategic plans for the Association and ensure it is cognizant of current issues affecting the administration of the ICAMA; IV. Propose policies and procedures for consideration by the Association; V. Promote, facilitate and monitor member compliance with the Compact and applicable policies and procedures; VI. Appoint committees it deems necessary to carry out its duties, including standing and ad hoc committees. The purpose, composition, skills, and duties of which shall be determined by the Executive Committee; 5
144 145 146 VII. VIII. Approve and maintain Executive Committee meeting minutes; and Perform such other duties and functions as the President or the Association may, from time to time, need and request. 147 148 149 (c) Unless otherwise required by these Bylaws, or unless otherwise ordered by the Association, the President shall have power to appoint the members of all committees, except for the Executive Committee. 150 151 (d) An Associate member of the Association can serve on any committee except the Executive Committee. 152 Article IX. Nomination & Election of the Executive Committee 153 154 155 156 157 158 159 160 161 162 163 164 165 166 167 168 169 (a) Nominations Committee: Two members of the Association may be selected by the Executive Committee to serve as a Nominations Committee to assist in the development of a slate of candidates for the Executive Committee, monitor the election process, and count state votes. (b) In even numbered years, beginning with the election in 2018, the Nominations Committee shall prepare a slate of nominees for the offices of Vice President, Treasurer, and three Members at Large of the Executive Committee. (c) In odd numbered years, beginning with election in 2019, the Nominations Committee shall prepare a slate of nominees for the office of President and the remaining, three Members at Large of the Executive Committee. (d) The Executive Committee s terms of office will begin on January 1 of the year following the elections. (e) The Officers of the Executive Committee will be elected for four year terms beginning with the election in 2018. Beginning with that election, the Vice President and Treasurer will each be elected to serve four year terms on the Executive Committee. (f) Beginning in 2020, the President, elected in the election held in 2019, will serve a fouryear term on the Executive Committee. Thereafter the election of the officers will continue in a four year cycle with the President being elected in every other odd 6
170 171 172 173 174 175 176 177 178 numbered year (i.e., 2023, etc.) and the Vice President and the Treasurer being elected in every other even numbered year (i.e., 2022, etc.). (g) The Members at Large of the Executive Committee will be elected for two year terms, except, when, a Member at Large is requested by the other members of the sitting Executive Committee to serve an additional two year term without standing for reelection. In the event there are no seats open for election the Association will not hold any election. (h) Elections shall be conducted by digital or electronic ballot and shall be completed by December 31 st of each election year. 179 180 Article X. Status and Character of Association 181 182 The Association is an independent organization of public and private officials organized and existing for the stated purposes, and is not organized for profit. 183 Article XI. Finance 184 185 186 187 188 189 190 191 192 193 194 195 196 (a) The Association may make application for and receive funds to be administered and expended for the conduct of its affairs and for the support of a Secretariat and staff. (b) The Association shall determine the amount of assessments, to be paid by member and associate member states. (c) The purpose of any such assessments or charges shall be only to defray the costs of providing services. A Secretariat may charge for providing services to the Association and its members. Failure of a Compact member state to pay its annual assessment may result in the state becoming ineligible for the benefits of Association membership. (d) The Association may designate one or more repositories for its funds and shall provide for the administration and disbursements of these funds. (e) On behalf of the Association, the Executive Committee may perform the functions and exercise the powers provided by this Article. Any actions taken by the Executive Committee pursuant to this paragraph shall be reported to the Association. 7
197 Article XII. The Secretariat 198 199 200 201 202 (a) The Association may choose to engage or to not engage a Secretariat. For this purpose, it may make all appropriate contracts or arrangements. (b) A Secretariat is an office responsible for the secretarial, clerical, and administrative affairs of AAICAMA and may include substantive responsibilities assigned to it by the Association to be performed through staff members hired at the direction and with consent of Association. 203 204 (c) Subject to the direction of the Association, the duties of the Secretariat may include, but are not limited to, the following functions: 205 206 207 208 209 210 211 212 213 214 215 216 217 218 219 220 221 222 I. Maintain the financial and other official records relating to member states participation in the Compact; II. Arrange both in person and telephonic meetings of the Association and its committees; III. Act as Secretary to the Association and conduct the day to day administration of the Association; IV. Gather, interpret and disseminate statistical and other information concerning the Compact and its operations; V. Provide necessary professional and clerical assistance to the Association; VI. Provide technical and legal guidance to states concerning the proper and uniform interpretation and application of the Compact among member states and the fostering of compatible practices among the party states. VII. Provide training to state agency personnel and other personnel as requested in the administration of the Compact; and VIII. Provide such other services that promote effective and efficient operation of the Compact. (d) It is recognized that funding limitations may not allow full performance of all the foregoing functions, and that the Association and the Secretariat will need to determine, on a continuing basis, which among the functions are to be given priority. 223 Article XIII. Parliamentary Authority 8
224 225 226 227 228 229 230 In order to expedite business, the meetings of the Association and its committees shall be conducted informally. However, when necessary to the effective transaction of business or on demand of any member, the business of the Association shall be conducted in accordance with Roberts Rules of Order, Revised. Robert's Rules of Order or hereafter revised, shall govern the parliamentary procedures of the Association in all regular special, and committee meetings unless otherwise provided in these Bylaws or in any policy or procedure or special Rules of Order which are duly adopted by the Association. 231 Article XIV. Adoption and Amendments 232 233 234 235 These Bylaws, and any Amendments thereto, may be adopted, amended, altered, supplemented or repealed in accordance with Article VI, if notice is given in the same manner as provided for notices of annual meetings. A notice of a proposed Amendment shall contain the text of the proposed Amendment, or a summary thereof sufficient to indicate, with particularity, its purpose and content. 236 237 238 239 Adopted 6/14/86 Amended 10/2/96 Amended 9/02 Amended 04/04/18 9