Bylaws of North Dakota Family Based Services, Incorporated
Revised 08 April 2005

ARTICLE I
OFFICES AND CORPORATE SEAL

1.1) The registered office of the Association shall be Post Office Box 9114, Fargo, ND 58106, and the Association may have offices at such other places as the Board of Directors may determine.

1.2) The Association shall have no seal.

ARTICLE II
PHILOSOPHY AND MISSION

Believing that all families have inherent strengths and can best be served in their own environment, the North Dakota Family Based Service Association is committed to investing in the preservation and affirmation of families through:

2.1) Advocating the development and expansion of family based services.

2.2) Promoting a family-based philosophy throughout North Dakota.

2.3) Providing forums for education, networking, policy development and support.

ARTICLE III
MEMBERSHIP

3.1) Membership in the Association shall be open to persons who have an interest in the promotion, provision and/or advancement of Family Based Services.

ARTICLE IV
MEETINGS OF MEMBERS OF THE ASSOCIATION

4.1) An annual business meeting of the members of the Association shall be held at a date, time and place to be determined by the Board of Directors. Notice of the annual meeting will be given to the members at least thirty (30) days prior thereto.

4.2) An annual conference shall be sponsored by the Association. Notice of the annual conference will be given to the members at least thirty (30) days prior thereto.

4.3) NDFBSA members may meet in additional, less than full membership meetings, to serve the mission of the Association. Members may utilize Association resources and support to meet with other entities to promote the Association’s mission. It is encouraged that the meeting notice be provided to the Board.

4.4) Special business meetings of the full membership may be held as designated by a notice from the Board of Directors. Special meetings may be called and notice of the meeting will be given to the members at least thirty (30) days prior thereto.

4.5) Ten percent (10%) of the Association membership present in person at a meeting of members shall constitute a quorum for the transaction of business. If a quorum is present upon commencement of any members meeting, all business may be acted upon whether or not a quorum is present at the time any vote is taken.

4.6) Each member shall be entitled to one (1) vote on matters submitted to the vote of the members. Any action taken by the members shall be by a majority vote of members present unless otherwise specified by these bylaws.

4.7) Procedure at all meetings shall be governed by Robert’s Rules of Order except where inconsistent with these bylaws.

4.8) The President of the Board of Directors shall preside at all members meetings or appoint a designee approved by the Board.

4.9) Any Association member may withdraw from the Association. Any member who fails to pay membership dues shall be deemed to have resigned.

4.10) Any member of the Board of Directors may be removed by a two-thirds vote of the Board members present at any properly called meeting for conduct deemed prejudicial to the Association, provided however, that such member shall first have been given an opportunity to be heard at the meeting at which such vote is taken.

ARTICLE V
BOARD OF DIRECTORS

An election will be held at the annual meeting to fill Board vacancies. Only current members may be nominated. Names for nomination can be submitted to the Chair of the Nominations Committee at any time by Association members.

5.1) The property, affairs and business of the Association shall be managed by the Board of Directors hereafter referred to as the Board. The Board shall have general direction of the program of the corporation and shall administer its funds.

5.2) The Board shall consist of fourteen (14) members: five Officers and six Directors-at-Large and three (3) parents. Initial election to the Board for Officers and Directors-at-Large will be by nomination and vote of the general membership. Parent members will be appointed by the Board and endorsed at the annual meeting. Board members nominate and elect officers. Board members retain privileges of office until a successor is elected and qualified for their position. The Board of Directors may include additional ex officio member(s) as approved and accepted by the presiding Board of Directors.

5.3) Six (6) persons shall constitute a quorum for purposes of transacting business. If a quorum is present upon commencement of any Board meeting, all business may be acted upon whether or not a quorum is present at the time any vote is taken.

5.4) Directors must in all cases be members of the Association. Each of the directors shall hold office until resignation or removal as provided by these bylaws or until a successor shall have been appointed or elected and then qualified.

5.5) The Board of Directors shall meet at least quarterly at a date, time and place to be chosen by the Board, one of these meetings shall be a planning retreat. Notice of such meeting shall be given to each Director by the secretary of the Board at least ten (10) working days in advance of such meeting.

5.6) Board members are required to attend all scheduled meetings. If a Board member misses 3 consecutive meetings, the Board has the authority to request a resignation after a plurality vote.

5.7) In an effort to ensure continuity in the ongoing mission of the NDFBS Association, the Board shall plan and hold an annual retreat funded by the Association. The registration fee for the annual conference shall be waived for Board members in current service. Parent Board Members shall be reimbursed at the state rate for mileage and meals when attending Board Meetings. Lodging (at the state rate) and childcare will be reimbursed for the annual conference and Board member retreat for parent board members.

5.8) Special meetings of the Board of Directors may be called and held.

a. Any Association member may request a special Association business meeting through the Board of Directors.

b. Any member grieved by the Association may file a written grievance with the president within 30 days of their grievance.

c. The President of the Board will review all meeting requests and/or grievances and respond through the Board by certified mail to the member or Association membership within 45 days.

5.9) If a vacancy shall occur among the Board of Directors of the Association by reasons of death, resignation or otherwise, such vacancy shall be filled for the term (unexpired term, or terms), by the remaining Board of Directors, though less than a quorum. Such unexpired term or terms shall be filled by a person or persons who are active members of the Association but who may not be a director. Each person so appointed shall be a director until their successor is elected by the members at the next annual meeting.

ARTICLE VI
OFFICERS

6.1) The officers of the Association shall consist of a President, President Elect, immediate Past President, Secretary, Treasurer and six Board members at Large. The offices of President Elect, President, and Past President will be one year terms and exempt from re-election to the Board until completion of Past President term. One person may not hold two offices during the same term.

6.2) The President shall be the Chief Executive Officer of the Association. He or she shall preside at all meetings of the Directors and of the members except in situations allowed by these bylaws. He/she shall have such other and further duties as may be prescribed by the Board. He/she shall be an ex officio member of all standing committees and shall have the general powers and duties usually invested in the Office of President. The President shall provide an annual report to the membership and serve the following year as past president.

6.3) The President Elect shall assume the duties of the President where the President is unable to act. The President Elect shall chair the Standards Committee and conduct further duties as the Board of Directors may prescribe.

6.4) The Past President shall serve as Vice Chairperson of the Conference Committee and perform other duties as prescribed by Board of Directors.

6.5) The Secretary of the Association or a designee shall attend all meetings of the members and of the Board of Directors. He/she shall act as clerk thereof, shall record all proceedings thereof in the minute book of the Association, and send meeting notices and minutes to all directors in a timely manner. He/she shall have such other further duties as the Board of Directors may prescribe.

6.6) The Treasurer shall cause accurate accounts to be kept of all monies of the Association received or disbursed. He/she shall have power to endorse for deposit all monies received by the Association and issue payment of Association obligations on approval of the Board of Directors. He/she shall make an annual summary report on the financial condition of the Association at the business meeting. The Treasurer shall perform such other duties as may be prescribed by the Board of Directors.

6.7) The Treasurer and Secretary shall be elected by the Board of Directors for staggered two-year terms. The Secretary and Treasurer positions may be reelected to the same position but not for more than two (2) consecutive terms to the same position.

6.8) The Directors at Large will serve staggered two-year terms, and will perform duties as appointed by the Board of Directors. Parent members will continue to be appointed and endorsed at the annual meeting every two years.

6.9) Officers will be elected by the Board of Directors at the first Board meeting following the annual general membership business meeting. Parent Board members are eligible to serve as officers of the Board with the same privileges, duties and limitations.

ARTICLE VII
COMMITTEES

The President shall ensure committees are formed within thirty (30) days following the annual meeting. Committee chair persons will recruit, maintain and be responsible for the membership and activities of their committee. Committee reports will be presented at least annually to the membership either through a newsletter or report at the annual conference. The following may be the standing committees of the Association:

7.1) Membership Committee:

A Board Director at Large will chair the committee. The committee shall conduct an annual membership drive. The committee shall research and promote membership policies and standards as directed by the Board.

7.2) Conference Committee:

The committee will be chaired by a Director at Large, and the Past President will serve as Vice Chair. This committee shall plan and implement a suitable program for the Annual Meeting and Conference. The committee will establish a budget and negotiate contracts for facilities and trainers with Board approval. The committee will complete an annual post conference report to the Board and make recommendations for the following year.

7.3) Standards Committee:

This committee will be chaired by the President Elect. The committee shall promote the development of professional, paraprofessional and volunteer standards for family-based service workers. The committee will promote certification, recognition and other awards for family-based service providers and programs. The committee will devise, review and revise other standards as directed by the Board.

7.4) Nominating Committee:

The Committee will be chaired by a Board Director at Large. The committee will establish a slate of candidates with diverse representation for the general ballot. The committee will present the slate to the Board thirty (30) days prior to the annual meeting for the Board’s preparation and distribution. The committee will conduct other activities as directed by the Board.

7.5) Newsletter and Public Relations Committee:

The committee will be chaired by a Director at Large. The committee will publish and distribute the quarterly NDFBSA newsletter. The committee will be responsible for coordination and display of NDFBSA materials at meetings, workshops, and conferences. The committee shall conduct other activities as directed by the Board.

7.6) Special Authorization:

The Board shall have authority to appoint such additional committees as may be needed to advance the purposes and goals of this Association.

ARTICLE VIII
FISCAL ACCOUNTING

8.1) The fiscal year shall be the calendar year.

8.2) The Board President shall cause a tax return to be completed and legally filed annually prior to the mandated deadline and with Board review and approval.

8.3) The Board President shall cause an independent audit to occur as prescribed by North Dakota Statute.

8.4) Signatures of the President or Treasurer shall be required on all checks issued by the Association.

ARTICLE IX
AMENDMENTS

The Board of Directors of the Association is expressly authorized to recommend new bylaws of the Association and to recommend alteration or repeat of bylaws. All recommended amendments to the bylaws shall be voted on by the membership at the next annual business meeting.

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