THE PROFESSIONAL ASSOCIATION CONSTITUTION & BY-LAWS ARTICLE I MEMBERSHIP Section I. Classes of membership. The membership of the Professional Association (the Association ) shall be classified as Active, Associate, Honorary, Life. Individuals eligible for membership in the various classifications will be considered without regard to race, creed, color, national origin, age, sex or sexual orientation. The requirements for membership in the various classes are as follows: A. Active Membership To be eligible for Active membership, an individual must be professionally employed on a full-time basis (1,500 hours per year), in an organization which is a member of Boys & Girls Clubs of America, or must be a professional member of the staff of Boys & Girls Clubs of America. B. Associate Membership The Associate membership provides an opportunity for part-time Boys & Girls Clubs workers and other people who are interested in the purpose of this Association to become identified with and supportive of, the Association. 1. Part-time Boys & Girls Clubs workers are eligible for Associate membership. 2. Boys & Girls Clubs professionals, who have left the field and wish to maintain their relationship with the Association, are eligible for Associate membership. 3. Individuals and businesses (including but not limited to individuals and businesses who are involved in providing similar youth-oriented services or programs) who wish to support the program of the Association, are eligible for Associate membership. C. Honorary Life Membership 1
Honorary Life Membership shall be granted by a majority vote of the Board of Directors to: 1. An active member who has reached 55 years of age or has had to retire due to disability. 2. An individual who has rendered outstanding service in the development or advancement of the profession of youth development. Section 1. Voting Rights. Each member who is an Active member, shall be entitled to cast one (1) vote on each matter submitted to the membership for its vote. Associate members and Honorary Life Members shall not be entitled to vote. Section 2. Termination of Membership. Members shall be automatically dropped from membership upon failure to pay annual dues. A member of any classification may be dropped from membership when, in the opinion of the Membership Committee, that member no longer meets the requirements for membership. The membership of any member may be terminated because of unprofessional conduct by a majority vote of the Board of Directors, upon recommendation of the Membership Committee. Section 3. Dues. The Board shall set the dues for each classification of membership. Section 4. Annual Meeting. The Annual meeting of the members shall be held each year a date set by the Board. The annual meeting of the members shall be held to transact any and all lawful business which may properly come before the Association. Section 5. Special Meeting. Special meetings of the Active members may be called by the President on forty (40) days notice given by mail. Special meetings shall also be called by the Secretary in a like manner and a like notice on written request of at least ten (10) percent of the members entitled to vote. Section 6. Quorum and Voting. A quorum at any annual or special meeting of the members shall be twothirds (2/3) of all those present at such meeting who are entitled to vote. ARTICLE II DIRECTORS Section 1. Number of Directors. The number of directorships on the Board of Directors shall be thirty (30); such directorships shall be filled by members from each of the five (5) regions of the United States established and utilized by Boys & Girls Clubs of America (Northeast, Southeast, Southwest, Midwest and Pacific). Each director shall be elected by the Association membership in their respective region. Section 2. Terms of Office. Each director shall serve for a regular term of three (3) years; however, in the case of the Board of Directors initially elected to fill the thirty (30) positions on the Board (or any lesser number if not all thirty [30] positions are filled), one-third (1/3) of such directors shall be designated to serve an initial term of one (1) year, one-third (1/3) shall be designated to serve an initial term of two (2) years and one-third (1/3) 2
shall be designated to serve an initial term of three (3) years. The directors subsequently elected to succeed the initial thirty (30) directors (or lesser number if not all thirty [30] positions are filled) shall be elected to serve for regular terms of three (3) years. It is intended that after the election of the first elected board, the terms of onethird of the directors shall expire each year thereafter. Each director whose term has expired continues to serve following the Annual Meeting until his or her successor has been elected and accepts office. Section 3. General Powers. The business and affairs of the Association shall be managed and controlled by its Board or by a committee properly established by the Board. Section 4. Annual Meetings. An Annual Meeting of the Board shall be held each year on a date set by the Board, and at such meeting all officers of the Association shall be elected and there shall be transacted such other business as may properly be brought before the meeting. Section 5. Special Meetings. Special meetings of the Board may be called by the President forty (40) days notice to each Director given by mail. Special meetings shall be called by the Secretary in like manner and on like notice, on the written request of any twelve (12) Directors. Section 6. Quorum. At all meetings of the Board, a quorum for transaction of business shall be the presence of a majority of the number of Directors constituting the full membership of the Board at that time. The affirmative vote of at least a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board. 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. Section 7. Removal of Directors and Vacancies on the Board. Any Director may be removed, with or without cause, by the affirmative vote of a majority of the other members of the Board at a special meeting of the Board called for such purpose. If one or more positions on the Board become vacant by reason of removal, death, resignation and/or other reasons, the Board, at the annual meeting or at a special meeting may select replacements for such vacant positions with each such replacement to serve for the balance of the term of the Director whose removal, death, etc. caused such vacancy to occur. Board Members whose membership has lapsed more than 60 days shall be dropped from the Board. ARTICLE III COMMITTEES Section 1. Standing Committees. The standing committees of the Association shall be the (1) Executive & Board Development, (2) Membership & Chapter Chair, (3) Marketing & Communications, (4) Financial & Service, and (5) Recognition & Concerned Professionals. 3
Section 2. Other Committees. The Board may, from time to time, establish one or more additional committees, standing or otherwise, to perform such duties and functions as it considers advisable. Section 3. Executive & Board Committee. The Executive & Board Committee shall have the authority for the business and operations for the Association, and the officers shall report to and be responsible to the Board of Directors. The Executive & Board Committee shall be composed of the President, the First, Second and Third Vice Presidents, the Secretary, the Treasurer, Past President plus the chairperson of each other standing committee. The President shall be the chairperson of the Executive & Board Committee. Additionally, the Executive & Board Committee will have governance on all Board Development processes. This Board Development committee shall be led by a member of the TPA board. This committee shall be responsible to nominate Active members to be submitted to the total membership for election as Directors in accordance with Article II, Sections, 1, 2 and 3, and Article IV, Section 1. The person(s) nominated by the Board Development committee shall be from the region from which the impending vacancy to be filled will occur. Any voting member from such region who receives the written nomination of at least five (5) Active members of the Association shall also be nominated by the Board Development Committee and be submitted to the total membership for election as a Director. This committee also works to submit a slate of officers to the Board for consideration every other year, and/or as needed in the event of a vacancy of an officer position. Section 4. Membership & Chapter Chair. The Membership & Chapter Chair Committee shall promote and work to maintain the membership of the Association, and advise the Executive and Board Development Committees and the Board of Directors on matters concerning the membership of the Association. Additionally, the Membership & Chapter Chair Committee shall have the responsibility of communicating, educating and leading the chapters and their chairpersons in all related TPA matters. Section 5. Marketing & Communications. The Marketing & Communications Committee shall have the responsibility to disseminate information about the activities of the Association to the members and other interested persons. The Marketing & Communications Committee shall also ensure that all components within TPA have timely and accurate information regarding chapters, chairperson, outcomes of service and recognition. Additionally, the Marketing & Communications Committee shall be responsible for all forms of media with the TPA brand. Section 6. Finance & Service. The Finance & Service Committee shall be responsible to research, plan and coordinate the professional development activities of the Association for the benefit of the members and other Club professionals. Additionally, the Finance & Service Committee is responsible for the development of the annual Association budget for recommendation to the Board of Directors with a resource plan for funding of said budget. This committee will advise the Board on investments of surplus funds for the Association. Furthermore, 4
the committee will be responsible for the scholarship program, and planning the Awards Reception at the National Conference. Section 7. Recognition & Concerned Professionals The Recognition & Concerned Professionals Committee (RCP) shall be responsible to conduct and coordinate the selection process and presentation of regular and special awards on a regional and national level. The Recognition & Concerned Professionals committee shall also promote diversity and inclusion within our professional association, thus fulfilling our mission of being the collective voice of Boys & Girls Club professionals. RCP Committee collaborates with individuals and affinity groups of the Boys & Girls Club Movement to ensure that all individuals and groups are part of the overall professional association, while preserving their unique identity. Section 8. Composition of Standing Committees. Each of the standing committees, other than the Executive & Board Development Committee, shall be composed of such persons as the President, subject to approval of the Board, shall appoint. Each of the standing committees the President appoints the chairs. The chairs then select their committee members. The President, subject to the approval of the Board, may remove, with or without cause, any member of any committee. The President, subject to the approval of the Board, shall appoint replacements for committee members who die, resign, removed or otherwise cease to serve. ARTICLE IV VOTING PROCEDURE Section 1. Ballots. The Board Development Committee shall establish an electronic voting process at least sixty (60) days prior to the end of the calendar year, but not sooner than ninety (90) days prior to the end of the calendar year, for use by TPA members to elect candidates for those positions on the Board that will become vacant as of the Annual Meeting. The electronic process shall contain the names of those persons nominated for such vacancies by the Board Development Committee, and shall permit the member to designate one or more additional candidates to fill such vacancies. Members will have a two week window to cast their vote, which will utilize their current email address to access a ballot for the purpose of voting on: (i) the Board of Directors vacancies from their region which became vacant as of the Annual Meeting; (ii) any by-law amendments submitted by the General Assembly to the Board of Directors; and (iii) any other matters properly submitted to the voting membership for a vote. Elected candidates will assume their duties beginning with the first meeting of the Board for the new calendar year. 5
Section 2. Trustees of Boys & Girls Clubs of America. The Association shall present the President of the Association to the Nominating Committee of Boys & Girls Clubs of America as a candidate for membership on the Boys & Girls Clubs of America National Board of Trustees to serve during his or her term of office. ARTICLE V OFFICERS Section 1. General. The officers of the Association shall be President, First Vice President, Second Vice President, Third Vice President, Secretary and Treasurer. All officers must be Active members in good standing. They shall be elected by the members of the Board of Director at the annual meeting of the Board. Section 2. Election/Term of Office. The officers shall be elected bi-annually by the Board of Directors at their last meeting of the calendar year, to take office during the first meeting of the calendar year. All officers shall serve for a term of two (2) years, or until their successors are elected. The Board Development Committee shall present a proposed slate of officers to the Board of Directors at the summer meeting. The committee shall consider members of the Board who are in good standing, as well as the contributions of current Board Members, attendance, positions of leadership held and expressed interest in the position(s). Election of officers shall be by vote passed by a majority of the directors present at the last meeting of the calendar year, provided a quorum is present. Each elected officer shall hold office until he or she shall resign or shall be removed or otherwise disqualified to serve, or a successor shall be elected and qualified. Section 3. Duties. A. President. It shall be the duty of the President to preside at the General Assembly meeting of membership of the Association, all meetings of the Board and all meetings of the Executive Committee; and perform the usual and customary duties of a president of an organization. The Pre3sident shall be an ex-officio member of all committees. The President reports the activities of the Association at the Annual Meeting of the Association. It shall be the duty of the President to fill the vacancy of any officer until the next regular meeting of the Board or until a Special Meeting of the Board is called for the purpose of filling such vacancy. B. Vice Presidents. There shall be three (3) Vice Presidents. The First Vice President, Second Vice President and Third Vice President in the order named, shall fulfill the duties of the President in the event of the latter s absence or disability. The Vice Presidents shall also assume other responsibilities as assigned them by the President. C. First Vice President. The First Vice President shall serve as the National Chapter Chairperson. The First Vice President shall preside at meetings of the National Board of Directors in the absence of the President 6
as well as the Annual Meeting of the Chapter Chairpersons. The First Vice President shall serve on other committees upon appointment by the President. Specific duties as Chairman of the National Chapter and shall include; appointing Regional Chapter Chairperson, assisting the Regional Chapter Chairpersons in the promotion and development of new chapters as well as the provision of supportive services to existing chapters. The First Vice President shall establish the agenda for the National Meeting of the Chapter Chairpersons and through the Regional Chapter Chairperson, coordinate the effective delivery of services to chapter members. D. Secretary. The Secretary shall record and keep the minutes of the meetings of the membership, the Board and of the Executive Committee and shall perform such other duties as may be assigned the Secretary by the President. The Secretary shall make available to the members a written summary of all Board meetings, copies of the minutes of the Annual Meeting and copies of the Articles of Incorporation and By-Laws and shall distribute and interpret them to the members upon request. The Secretary shall receive and file securely all reports, records and correspondence of the organization. E. Treasurer. The Treasurer shall have custody of all funds and securities of the Association. The Treasurer shall collect the dues and other accounts due the Association; shall make such payments as are approved by the Board or the Executive Committee or the President by checks which shall bear two (2) signatures of those authorized by the Executive Committee; and shall keep complete and accurate books and records of the funds and securities of the Association. The Treasurer shall see that dues payments are mailed to the membership sixty (60) days in advance of the membership year. The treasurer shall deposit dues, funds and securities of the Association in banks, investments, savings funds and safe deposits, as directed by the Executive Committee and shall cause an Annual Audit to be made by an auditor designed by the Executive Committee. The Treasurer shall present monthly financial reports to the Executive Committee and shall see that the annual Audit is published and made available to the membership. The treasurer and all those authorized to sign checks and handle funds shall be bonded in an amount at least equal to the value of the assets of the Association. F. Regional Chapter Chairperson. The Regional Chapter Chairperson shall serve as the representative of the national Chapter Chairperson at Regional functions, meetings and conferences as well as presiding at the Regional Annual Meeting of the Chapter Chairpersons that is held at the Administrative Conference. The Regional Chapter Chairperson shall maintain appropriate records pertinent to the function of Chapters within the region. Specific duties of the Regional Chapter Chairperson shall include the promotion and establishment of new TPA Chapters within the region, providing support services to existing chapters, establishing the agenda for the Annual Regional Meeting of Chapter Chairpersons, securing and maintaining records of all chapters within the region, including Chapter Certifications, quarterly reports 7
and minutes of Chapter meeting. The Regional Chapter Chairperson shall report on all activities of each Chapter at the quarterly meetings of the National Board of Directors. G. Committee Chairpersons. On preparation for the development of an annual plan during the summer meeting of the Association Board of Directors, each Committee Chairperson should bring to the meeting an outline or first draft of such a plan. This outline can be used to facilitate discussion at the meeting with the other Committee members. At each successive meeting of the Association Board of Directors, an update on committee assignments and accomplishments, as related to the plan, will be presented. A written report on this update should be sent to the Association President at least two weeks prior to the date of the meeting. Also, and if for any reason, the Committee Chairperson is unable to attend the meeting, he/she should send a copy of the report to one of the other committee members who will then be responsible for giving the report at the Board meeting. It is expected that most, if not all, committee work will be done in advance of the Board meetings. Section 4. Removal/Resignation. Any officer may be removed, with or without cause, by the Board of Directors at any regular meeting of the Board of Directors, or any special meeting of the Board of Directors held for that purpose, by vote passed by one half of the members present, plus one, providing that the members present constitute a quorum Any officer may resign at any time by giving written notice to the Board of Directors, or to the president or to the secretary of the Board. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 5. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other reason shall be filled by an affirmative vote of the Board of Directors upon recommendation from the Executive Committee. The person filling such vacancy shall serve until the next annual meeting, and is subject to all provisions of the By-Laws. ALL IN RED WILL BE DELETED ARTICLE VI GENERAL ASSEMBLY Section 1. Purpose. The purpose of the General Assembly is for receiving proposals to be debated and approved for vote by the Active members. The General Assembly shall provide the opportunity Active members, Associate and Honorary, to present, debate and vote upon proposals to be considered by the Board of Directors. Also, the General Assembly may propose By-Laws amendments to be submitted to the Board of Directors for approval. 8
Section 2. Membership. The General Assembly shall include all Active members and shall meet at the Annual Meeting of the Association. Section 3. Submission of Action. Active members may submit proposed amendments to the By-Laws to the General Assembly. Proposed amendments to the By-Laws submitted by an Active member shall be endorsed in writing by at least five (5) other Active members. Section 4. Meetings. The General Assembly shall meet annually at a place and time fixed for the Annual Meeting of members. Section 5. Appointment of Chairman ProTem. In the absence of the President, the First Vice President shall preside at meeting of the General Assembly. Section 6. Quorum. A quorum shall be two-thirds (2/3) of all present at the General Assembly meeting who are entitled to vote. ARTICLE VIII CHAPTERS Section 1. Purpose. Chapters shall be created to carry out, on an area level, the aims, priciples, policies and objectives of the Association; to permit an exchange of professional dialogue and action, and to encourage the professional development of workers employed by Boys & Girls Clubs in the area served by their chapter. Chapters shall be created for the purpose of exchanging professional information among the members; to assist individual Association members with their professional development and to encourage discussion and action for the benefit of the Association and its members. Section 2. Charters. Chapters shall be chartered by the Board upon recommendation of the President after meeting the requirement of having five (5) Active members as members of a TPA chapter. Section 3. Duties and Prohibitions. Chapters shall be responsible for the implementation standards of this association in their area. No chapter shall enter into any alliance or confederation, grant letters of reprisal, emit bills of credit, pass any bill of attainder or ex post facto impairing their obligations to the Association. No chapter shall, without the consent of the Board, lay dues, imposts or duties, except what may be absolutely necessary, for the execution of their chapter business. All such dues, imposts or duties shall be subject to revision and control by the Board. No chapter shall, without the consent of the Board, enter into any agreement or compact with another chapter, or with another professional group or association or labor union. Section 4. Appointment of Chapter Officers. Chapters shall have the power to choose their officers. The term of all officers shall be decided by the chapter s membership. The times, places and manner of holding 9
chapter elections shall be prescribed by the chapter s membership. All officers must be current members of the Association. Section 5. Miscellaneous. Each chapter shall determine the rules of its proceedings and the days and times of its meeting. However, a chapter shall hold at least two (2) meetings between the time of the Annual Meeting of the Association and the next Annual Meeting of the Association. Each chapter shall keep a journal of its proceedings and shall publish the same for distribution to each member of the chapter. A copy of any all proceedings shall be mailed to the Secretary of the Association. ARTICLE VIII INDEMNIFICATION Section 1. Indemnification. The Association shall indemnify any person who is or was director, officer, agent or employee of the Corporation for expenses and costs (including attorneys fees and fines) actually and necessarily incurr4ed in connection with any claim asserted against such director, officer, agent or employee, by action in court or otherwise, by reason of being or having been a director, officer, agent or employee, except in relation to matters as to which such person shall have been guilty of negligence, fraud, or misconduct in respect of the matter in which indemnity is sought; and such indemnification shall inure to the heirs, executors of any person so indemnified. Section 2. Insurance. The Association will purchase and maintain insurance on behalf of any person who holds or who has held any position named in Section 1 of this Article against any liability incurred by such person with respect to serving or having served in such position. ARTICLE IX AMENDMENTS Section 1. General. All proposed amendments to the By-Laws shall be submitted to the General Assembly for vote, and if approved by the General Assembly, shall be submitted to the Board of Directors for vote. Section 2. Amendment of By-Laws. New By-Laws may be adopted or existing By-Laws may be amended by an affirmation vote of the Board of Directors. Section 3. When By-Laws Are Silent. It is expressly recognized that when the By-Laws are silent as to the manner of performing any corporate function, the provisions of the Georgia Non-Profit Corporation Code shall control. 10
ARTICLE X U. S. INCOME TAX STATUS The Association has been organized and shall at all times be operated exclusively as an organization described in Section 501(c) (6) of the Internal Revenue Code of 1954, as amended (the Code ). ARTICLE XI GENERAL PROVISIONS Section 1. Fiscal Year. The fiscal year of the Association shall be from January 1through December 31. Section 2. Rules of Order. Questions of procedure shall be decided by Robert s Rules of Order. Section 3. Seal. The Association shall have a seal and said seal may be used by causing it or a facsimile thereof t be impressed or affixed or in any manner reproduced. Any officer of the Association shall have authority to affix the seal to any document requiring it. Section 4. Examination of Books and Records. Each Director shall have the right to examine the books and records of the Association. Section 5. Principal Office. The principal office of the Association shall be in Atlanta, Georgia. Section 6. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, grant, bequest, or devise for the general purposes or for any special purpose of the Association. ARTICLE XII DISSOLUTION Upon the dissolution of the Association, the assets of the Association will be distributed to Boys & Girls Clubs of America, for the further education of professionals. -END OF BY-LAWS- Revised and updated September, 2016 11
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