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By- Laws of the Tennessee Foster
Adoptive Care Association, Inc.
ARTICLE I -
IDENTIFICATION
Section 1. Name and Nature. The name of this organization shall be the
TENNESSEE FOSTER AND ADOPTIVE CARE ASSOCIATION, INC., (**12/14/02) a
voluntary nonprofit corporation organized under the laws of Tennessee
(hereinafter referred to as “Association” and/or “TFCA”).
Section 2. Principal Office and Agent. The Principal office of the
Association, until otherwise established by the Board of Directors, shall
be located in the city and/or county of residence of the current President
of the Association. The business of the Association shall be conducted at
such office and at such other places as the Board of Directors may from
time to time determine or the affairs of the Association may require.
ARTICLE II - PURPOSES AND OBJECTIVES
Section 1. The purpose for which the Association is organized and as
provided in its Charter of Incorporation, shall be benevolent, charitable
and educational with the following specific objectives:
(A) To encourage and motivate participation of foster/adoptive parents and
other interested persons, agencies and organizations desirous of working
together and promoting the general welfare of foster children;
(B) To encourage communications between foster/adoptive parents and other
persons concerned with the growth and development of foster children in
their care and custody;
(C) To develop a better understanding by the general public of certain
inherent problems in providing foster home care;
(D) To act as Trustee of any funds or property the association may receive
under specific grants or agreements or under any will, or to have and
exercise the right to hold and manage such funds or property under the
terms and conditions imposed by any such trust, grant, agreement or will,
insofar as such terms and/or conditions are within the scope and purposes
of the Association; and
(E) To be the spokesman for foster/adoptive parents in Tennessee and
children under their care and custody regarding any legislative actions and
governmental programs affecting their health and welfare.
ARTICLE III - MEMBERSHIP
Section 1. Eligibility & Classes. The membership of the Association
shall be open to and consist of individuals, agencies, associations and
other organizations subscribing to the purposes and objectives of the
Association and agreeing to abide by its Charter and By-Laws. Individuals
shall be eligible for membership without regard to race, creed, color or
national origin. The membership of the association shall be classified as
Active and Associate members:
(1) Active members shall consist of individuals/persons including foster/adoptive
parents, DCS workers and concerned citizens who have submitted an
application for membership and paid the appropriate dues/fees determined by
the TFCA Board of Directors. Active members shall have the right to vote
and shall be eligible for election as officers or directors of the
Association.
(2) Associate members shall consist of local chapters, associations or
organizations recognized as such by the Board of Directors and which have
organized in a particular geographic area for the same or similar purposes
as the Association.
Section 2. Application and Election. All applications for membership in the
Association shall be made on a written form provided by the Association and
shall contain such pertinent information as may be required by the Board of
Directors. All applications shall be subject to approval by the Board of
Directors or its Executive Committee.
Section 3. Dues. Annual dues for Active and Associate members shall be
determined by the Board of Directors as the affairs of the Association may
from time to time to time require. All dues shall be payable to the
Treasurer of the Association on or before the 1st day of July of each year.
Upon failing to pay membership dues for a period of thirty days (**
12/14/02), an Active member shall not be entitled to membership privileges,
including voting in any election or participation in any program sponsored
by the Association.
Section 4. Privileges. Only Active members shall have the privilege of
voting and serving as officers and/or directors of the Association.
Section 5. Termination. Membership in the Association shall be terminated
automatically upon (1) the resignation of a member; (2) nonpayment of dues
as provided in Section 3 above; or (3) by action of the Board of Directors
(after thorough investigation of circumstances surrounding any complaint or
charges filed against a member).
ARTICLE IV - MEETINGS
Section 1. Annual Meeting. There shall be an annual meeting of the
Association each year, the time and place to be determined by the Board of
Directors, for purposes of the election of officers and directors,
receiving reports and the transaction of other business. Meetings shall be
open to Active an Associate members.
Section 2. Special Meetings. Special business meetings of the Association
may be called by the President and the Board of Directors. Only such
business for which any special meeting may be called to consider shall be
discussed and acted upon.
Section 3. Quorum. A quorum for the transaction of business at any meeting (annual
or specially called) of the Association shall be the Active members present
in person.
Section 4. Voting. Each Active member in good standing shall be entitled to
one vote. Member ship cast votes at the state conference with a method to
be determined later how to do the absentee ballots. (**9/16/00)
Section 5. Order of Business. The agenda at any regular meeting of the
Association shall be as follows:
(A) Call to order
(1) Proof of notice of meeting
(2) Establishment of a quorum
(3) Reading of minutes
(4) Receiving communications
(5) Election of officers and directors
(6) Reports of officers
(7) Reports of committees
(8) Unfinished business
(9) New business
(10) Adjournment
Section 6. Parliamentary Rules. Unless these bylaws provide otherwise, the
parliamentary rules contained in “Roberts Rules of Order” (latest revised
edition) shall govern all meetings of the Association, the Board of
Directors and Committees of the Board.
ARTICLE V - BOARD OF DIRECTORS
Section 1. Number and Powers. The administration and government of the
Association shall be vested in a Board of Directors, which shall have
charge, control and management of the business affairs, policies, property
and funds of the Association. The Board of Directors shall consist of the
president, immediate past president, vice-president, secretary and
treasurer, twelve (12) regional directors elected by Association members
residing in Regions composed of the following counties. (**3/4/98)
(2) Shelby
(3) NorthWest (Benton, Carroll, Crockett, Dyer,
Gibson, Henry, Lake, Obion, and Weakley
Counties)
(4) SouthWest (Chester, Decatur, Fayette,
Hardeman, Hardin, Haywood, Henderson, Lauderdale, Madison, McNairy and
Tipton Counties)
(5) Mid-Cumberland (Cheatham, Dickson, Houston, Humphreys, Montgomery, Robertson,
Rutherford, Stewart, Sumner, Trousdale, Williamson and Wilson Counties)
(6) Davidson
(7) Knox
(8) SouthCentral (Bedford, Coffee, Giles,
Hickman, Lawrence, Lewis, Lincoln, Marshall, Maury, Moore, Perry and Wayne
Counties)
(9) Upper Cumberland (Cannon, Clay, Cumberland, DeKalb,
Fentress, Jackson, Macon, Overton, Pickett, Putnam, Smith, Van Buren,
Warren and White Counties)
(10) East (Anderson, Blount, Campbell, Claiborne, Jefferson, Grainger,
Hamblen, Loudon, Monroe, Morgan, Roane, Scott, Sevier, Cocke
and Union Counties)
(11) NorthEast (Carter, Greene, Hancock, Hawkins,
Johnson, Sullivan, Unicoi and Washington Counties)
(12) Hamilton
(13) SouthEast (Bledsoe, Bradley, Franklin,
Grundy, Marion, McMinn, Meigs, Polk, Rhea,
and
Sequatchie Counties)
Each region recognized by the Association shall be entitled to elect a
regional director who shall serve as their liaison/representative on the
Board of Directors.
Section 2. Terms of Office. Directors shall be elected for a term of two
(2) years, except that
The first directors elected after the adoption of these Bylaws shall be
divided into two classes with terms of one and two years respectively, so
that one-half of the directors shall serve for a term of one year and the
other directors for a term of two years. No member of the Board of
Directors who has served three (3) full terms shall be eligible for
re-election until at least one year shall have elapsed. (**9/16/00) Each
Director shall hold office until the succeeding annual meeting of the
Association or until his/her successor shall be duly elected and qualified.
Section 3. Meetings. The Board of Directors shall meet quarterly at such
times and places as the Board by resolution may determine. Special meetings
of the Board may be called by the President with the concurrence of the
Executive Committee. The Board may hold its annual meeting during or
immediately following the annual meeting of the association for the
purposes of organization and the transaction of any business properly
brought before the meeting.
Section 4. Notice Notice of regular or special
meetings of the board shall be mailed to each director at least five (5)
days prior to the time set for the meeting.
Section 5. Quorum A majority of the Directors present in person shall
constitute a quorum at any meeting of the Board, and a majority of the
Directors (present and voting) shall be required for taking official
action.
Section 6. Vacancies Any vacancy occurring in the office of vice-president,
secretary, treasurer, or regional director, because of death, resignation,
disqualification or otherwise, shall be filled by the board of Directors
for the un-expired portion of said director’s term.
Section 7. Termination (**Deleted from By-Laws and became part of the TFCA
Board
Policy, September 16, 2000.)
ARTICLE VI - OFFICERS
Section 1. Election and Term The officers of the Association shall be a
president, a Vice-President, Secretary and a Treasurer. The officers shall
be elected by and from the membership of the association at its annual
meeting. All officers shall hold office for a term of two years or until
their respective successors have been duly elected and qualified. No
officers who have served three (3) full terms shall be eligible for
re-election until at least one year shall have passed. (By-law change
September 16, 2000.)
Section 2. President The president shall be the chief executive officer of
the association and Chairman of the Board of Directors; preside at all
meetings of the Association, Board of Directors and Executive Committee;
execute, along with the Secretary or Treasurer, all conveyances, checks,
notes, contracts or other instruments authorized by the Board of Directors;
appoint all committees and the chairmen thereof, as provided in these
Bylaws; serve as an ex-officio member of all standing committees; provide
the leadership necessary to assure that the work of all committees be
performed so that the objectives and purposes of the Association are
realized to the fullest extent possible during his/her term of office; and
perform such other duties as may be assigned by the Board of Directors.
Section 3. Vice-President The Vice-President shall serve as an aide to the
President in providing the leadership necessary for the Association to
realize its objectives. In the Case of the death or absence of the
President or of his/her inability to act, the vice-president shall perform
the duties of the President.
Section 4. Secretary The secretary shall keep and maintain the minutes of
all meetings of the Association, the Board of Directors and the Executive
Committee; record the same in a minute book provided for that purpose; see
that all notices are duly given in accordance with these Bylaws; be
custodian of the corporate records, the Charter of Incorporation and
Bylaws; attest all documents, the execution of which has been duly
authorized by the Board of Directors; supervise the keeping of a membership
roster of Active and associate members; and in general, perform all duties
incident to the office of secretary.
Section 5. Treasurer The treasurer shall have charge and custody of and be
responsible for all funds and securities of the Association; receive and
give receipts for all monies due and payable the Association from any
source whatsoever; deposit all such monies in the name of the Association
in such banks or other depositories as shall be designated by the Board of
Directors; prepare and render an annual report to the association and,
whenever called or by the Board of Directors, an accounting of transactions
as treasurer.
Section 6. Bonding The Board of Directors may require, at the expense of
the Association, a good and sufficient surety bond from any officer,
employee or agent which the Directors deem advisable for the faithful
performance of their duties.
Section 7. Compensation The officers of the association shall receive no
compensation by virtue of their office. The Board of Directors may,
however, compensate any officers for their services as such, separate and
apart from expenses, when the Board in its discretion deems such officer’s
services justify such action.
Section 8. Vacancies Any vacancy occurring in the offices of
vice-president, secretary or treasurer because of death, resignation,
disqualification or otherwise, shall be filled by the Board of Directors
for the un-expired portion of said officer’s term.
ARTICLE VII - COMMITTEES AND COUNCIL
Section 1. Classification The committees of the Board of Directors shall be
standing or special, consisting of not less than three (3) members, the
chairman of which shall be members of the Board. These committees shall be
under the control of the board and shall have such duties and
responsibilities as may be assigned to them by these Bylaws or the Board.
Standing committees shall consist of an executive committee, and committees
on budget and finance, publicity and newsletter, governmental and
legislative affairs, program and conference and a committee on nominations.
Section 2. Executive Committee the Executive Committee shall consist of the
President, Vice- President, Secretary, Treasurer and two additional
directors appointed by the President and approved by the Board. It shall be
empowered and have the authority to transact all regular business of the
Association during the interim between meetings of the Board. All official
actions taken by the Executive Committee shall be reported to the Board for
ratification at its next regular or special meeting. Meetings of the
Executive Committee shall be held at such times and places as the
President, after conferring with the other members of the Committee, may
designate.
Section 3. Special Committee Special committees consisting of not less than
three (3) members may be appointed by the President or elected by the board
in its discretion, to perform such special tasks or specific assignments as
circumstances may warrant. These committees shall limit their activities to
the accomplishment of the task for which created and shall have no power to
act except as specifically conferred by authorization of the Board or the Executive
Committee. Upon completion of the tasks or assignments for which appointed,
such committees shall stand discharged.
Section 4. Advisory Council An advisory council may be elected by the Board
at the annual meeting from a roster of participants in program activities
supported by the Association. Members of the advisory council shall be
those persons who have demonstrated a special interest in the purposes of
the Association by their participation in its programs and activities and
whose experience and knowledge of foster care would greatly benefit the
Association. Members of the advisory council shall serve in an advisory
capacity only; shall be considered as resource personnel; shall consist of
persons whose reputations are well-known as willing to contribute their
talents and/or expertise to enable the Association in achieving its goals;
and shall b capable of advising the officers and directors of the
Association.
Section 5 Quorum A majority of the members of any committee of the
association shall constitute a quorum for the transaction of business,
unless the committee shall, by majority vote of its members, decide
otherwise.
ARTICLE VIII - LOCAL ASSOCIATIONS
Section 1. Formation In order to facilitate and coordinate the work of the
Association, the Board of Directors shall encourage the formation and/or
organization of Local Associations in every county in the State of Tennessee. The Board
will have the responsibility for providing organizational guidelines for
local associations and assisting such local organizations to be officially
recognized as an affiliate of the Association (TFCA).
Section 2. Affiliate Recognition Local Association desirous of being
affiliated with the Association (TFCA) will be eligible for official - TFCA
recognition by submitting to the Association, the following:
(a) Certified copy of its organizational documents, which are consistent
with the objectives/purposes/charter/bylaws of the TFCA.
(b) Names of corporate officers/directors (if incorporated);
(c) Membership roster listing the names and current addresses of its
local
members;
(d) Information and/or documentation required by the Internal Revenue
Service
(IRS) to establish official affiliation with TFCA and Group Exemption
Statues;
(e) Any additional information or fees, which the TFCA Board of Directors
may
from time to time request.
ARTICLE IX - FISCAL AFFAIRS
Section 1. Fiscal Year The fiscal year of the Association shall be such
twelve (12) month period as may be established by resolution of the Board
of Directors.
Section 2. Contracts The Board of Directors may authorize any officer(s) or
agents of the Association to enter into any contract or execute and deliver
any instrument in the name of and on behalf of the Association and such
authority may be general or confined to specific instances.
Section 3. Books and Records The Association shall keep correct and
complete books and records of its accounts, meetings and proceedings of the
Association and Board of Directors. There may be an annual audit of the
financial records of the Association in such manner as the board of
directors may direct.
Section 4. Checks and Drafts Unless otherwise authorized by the Board of
Directors, all checks, drafts or orders for the payment of money, notes or
other evidences of indebtedness issued in the name of the association shall
be co-signed by the Treasurer and President of the Association.
Section 5. Depositories All funds of the Association shall be deposited
from time to time to the credit of the Association in such banks or other
depositories as the Board of Directors may select.
Section 6. Contributions the Board of Directors may accept on behalf of the
association any contribution, gift, bequest or devise for the general
purposes or for any special purpose of the Association.
ARTICLE X - AMENDMENTS
These Bylaws may be altered, amended or repealed and new bylaws adopted by
the affirmative vote of two-thirds of the members present and voting at any
regular or special meeting of the association, provided a full statement of
any proposed amendment shall have been published in the notice calling the
meeting at least thirty (30) days prior thereto.
Officially APPROVED and ADOPTED as amended by the Active Members in
attendance at the Annual Meeting of the Association on the 13th day of
June, 1998.
Secretary
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