North Carolina Licensed Child Care Association
“NCLCCA”
Bylaws
Article I
Corporate Name
The name of the organization is the North Carolina Licensed Child Care Association, a non-profit organization, also known as NCLCCA or the Association.
Article II
Corporate Purpose
The purpose of the North Carolina Licensed Child Care Association is to promote the growth and safeguard the interest of quality early childhood care and education in North Carolina focusing on licensed, private, center-based providers of early childhood care and education services with emphasis on efforts to (1) promote the industry and provide the public with information concerning the benefits of licensed, center-based early childhood care and education services, (2) assist legislative, regulatory, standard-setting, and other government or private bodies in the development of laws, regulations and policies affecting early childhood care and education, (3) expand the availability of professionally managed, licensed, private, center-based child care centers,(4 ) provide professional and quality development opportunities to the industry, and (5) link North Carolina’s private, licensed early childhood care and education community to those organizations, policies, opportunities and advocacies representing young children and early childcare and education.
Article III
Membership
Section 1. Eligibility and Classification of Membership
1. Voting Member – Owners or the designated representatives, of any private-for-profit early childhood care and education facility defined and licensed by the state of North Carolina as a child care facility, provided they are approved and elected to membership under the criteria as may be determined by the Board of Directors. Owners of one or more facilities shall have only one vote.
2. Affiliate Member – Administrators or directors of any private, non-profit early childhood care and education agency, provided they are approved and elected to membership under the criteria as may be determined by the Board of Directors.
3. Associate Member- Those persons, firms or corporations which are manufacturers or suppliers of materials or services to NCLCCA members and which are eligible on the terms and conditions set by the Board of Directors. Associate members shall not have the right to vote on any matter to come before the Association.
4. Honorary Member- Honorary membership in the NCLCCA may be awarded to any person, firm, or corporation by the Board of Directors at its discretion to recognize any extraordinary or distinctive contribution to the welfare of children, the Association or its members. Honorary members shall not have the right to vote on any matter to come before the Association.
Section 2. Application, Approval, and Termination of Membership
1. Application for membership in NCLCCA shall be made in writing to the Board of Directors of the Association on a form prescribed by the Board of Directors.
2. Approval of the applications for membership shall be made by the Board of Directors upon having verified that the applicant meets the requirements for membership set forth in these bylaws and upon payment by the applicant of the membership sues as prescribed by the Board of Directors.
3. Termination of membership in NCLCCA may be by:
a. The member giving written notice to the Board of Directors.
b. Action of the Board of Directors at any time that the member failed to remit membership dues within sixty (60) days after becoming payable, provided that the member has been given written notice that its dues are in arrears prior to the Board of Directors terminating the membership.
c. Failure to meet eligibility requirements as outlined in Article III, Section 1.
d. Notification that the facility’s license is revoked or under investigation.
Article IV
Membership Meetings
Section 1. The first annual general membership meeting of The Association shall be held on a date determined by a majority vote of the incorporating Board of Directors. Thereafter, there shall be an annual meeting of the membership for the transaction of business as may properly come before the meeting. The meeting shall be held at a time designated by the Board of Directors.
Section 2. Special meetings can be called by the President, any three (3) members of the Board of Directors, or upon the written request of 25% of the voting members of the Association. The purpose of the meeting shall be stated in the call but business of the called meeting shall not be limited to the items stated in the call.
Section 3. Written notice of the Annual Meeting shall be mailed not less than fifteen (15) days before the date of the meeting to the entire membership. The notice of the meeting shall state the time and place of the meeting.
Written notice of any special meeting called at the discretion of the President or as required upon petition of the membership shall be mailed not less than thirty (30) days before the date of the meeting to the entire membership and must set forth the agenda for the meeting. The notice of the meeting shall state the time and place of the meeting.
Section 4. The only matters that may be voted upon at an annual or regular meeting of the members are those that are described in the meeting notice. A simple majority of those votes cast shall be sufficient to decide any matters described in the meeting notice. If 20% of the membership is present in person or by proxy, matters other than those described in the meeting notice may be decided.
Article V
Board of Directors
Section 1. General Powers
The business and affairs of the Association shall be vested in the Board of Directors, except as otherwise provided in the articles of incorporation or the bylaws.
Section 2. Numbers and Election
The Board of Directors shall consist of not less than five (5) nor more than fifteen (15) directors. Members of the Board of Directors will be elected at large by the general membership.
Section 3. Composition of the Board of Directors
The Board of Directors shall be comprised of the elected officers, current voting members of the Board and the immediate Past President of the Association. All members of the Board will be members in good standing.
Section 4. Term of Office
Board members will serve three year terms. Directors may succeed themselves on the Board of Directors for consecutive terms. After the first three year rotation, the maximum number of consecutive terms an individual can serve is two. Each term of office shall be concurrent with the Association’s fiscal year.
Section 5. Assumption of Office
Directors shall assume office at the first meeting of the Board of Directors following the start of the next fiscal year.
Section 6. Meetings of the Board
The Board of Directors shall hold an Annual Meeting and other meetings, at times and places as the Board may determine. A minimum of ten (10) days notice in writing delivered personally, transmitted by facsimile, or mailed to all members of the Board of Directors shall be made for any meeting unless waived by a majority of the Board of Directors.
Special meetings of the Board of Directors may be called at any time at the discretion of the President and must be called within thirty (30) days of receipt of a written petition of no less than three (3) members of the Board of Directors. The notice of any special meeting called at the discretion of the President or as required upon petition of the Board shall be mailed no less than five (5) days before the date of the meeting to the entire Board of Directors and must set forth the agenda for the meeting. The notice shall state the time and place of the meeting. The purpose of the meeting shall be stated in the call but business of the called meeting shall not be limited to the items stated in the call.
Section 7. Manner of Acting
The Association shall be managed and governed by the Board of Directors. The Board shall have authority to take lawful action in the name of the Association consistent with these bylaws. All decisions of the Board of Directors shall be final. The Board of Directors shall have the authority to approve the Association’s annual Budget and the dues to be paid by members. The Board is also empowered to incur debt in the Association’s name not to exceed 5% of the annual budget.
Section 8. Quorum
A simple majority of the Board of Directors must be present at any meeting to constitute a quorum to transact business. The Directors may continue to transact business during a meeting at which a quorum is initially present, notwithstanding the withdrawal of directors, if any action is approved by at least a majority of the required quorum for that meeting. Unless otherwise provided in these bylaws, a majority vote of the members of the Board of Directors present is required.
Section 9. Attendance
Members of the Board of Directors may not designate an alternate to vote at any regular or special meeting of the Board of Directors. Members of the Board shall send representatives to attend meetings, however, such individuals may not vote. If a member of the Board or their representative misses two consecutive meetings the Director is subject to removal from the Board by a majority vote of the Directors, provided the Director has been given a ten (10) day written notice, and an opportunity to appear before the Board prior to formal action being taken by the Board. Proxy voting by members of the Board of Directors is prohibited.
Section 10. Mail Ballots
Any matter which could otherwise properly be brought before the Board of Directors for a vote at a meeting may be submitted to the members of the Board of Directors by mail provided, however, that after mailing the proposal at least ten (10) business days shall be allowed for notarized votes to be returned. The action must be evidenced by one or more written consents describing the action taken, signed by two-thirds (2/3) of the BOD and delivered to the Corporation for inclusion in the minutes. A two-thirds (2/3) vote of the membership of the Board of Directors shall be controlling on any issue submitted for mail ballot.
Section 11. Participation in Meetings by Telephone
Members of the Board of Directors, or any committee of the Board, may participate in a meeting of the Board or of such committee by means of a conference telephone or similar communications device whereby all persons participating in the meeting can hear each other, and participation by such means shall constitute presence in person at such meeting.
Section 12. Compensation
Members of the Board of Directors shall serve without compensation.
Article VI
Officers and Committees
Section 1. The Executive Committee shall be comprised of five (5) persons who shall be: The President, Vice President, Secretary, Treasurer, and Immediate Past President.
Section 2. The officers shall be elected annually from the Members of the Board who are elected by their peers. Each officer will be elected on an individual basis by the Board of Directors.
Section 3. The incorporating Officers and Board Members shall serve until the first annual general membership meeting.
Section 4. If an office should become vacant, the Board of Directors may elect at the next Board Meeting, a Board member in good standing to fill the unexpired term of office.
Section 5. Duties and Officers
1. The President shall be a current owner of a licensed for-profit center-based child care center(s) and shall be the Chief Executive Officer of the Association and shall preside at all meetings of the Board of Directors and Executive Committee.
2. The Vice-President shall be a current owner of a licensed for-profit center-based child care center(s) and shall perform such duties as designated by the President and shall be responsible for the Association’s government relations and perform the duties consistent with legal and legislative initiatives. Should the office of President become vacant at any time, the Vice-President will fulfill the term of office.
3. The Secretary shall attend all functions of the Board and Executive Committee and record all votes and the minutes of all proceedings and meeting of the membership in a book kept for that purpose. The Secretary shall be responsible for authenticating records of the Association and shall chair the Nominating Committee.
4. The Treasurer shall have custody of the funds and securities of the Association and shall be responsible for keeping full and accurate accounts of all revenue and disbursements.
5. The Immediate Past President shall be a voting member of the Board of Directors and the Executive Committee notwithstanding Article V, Section 4.
Section 6. The Executive Committee shall meet at times and places determined by the President. Special meetings will be called by the President upon written petition of a majority of the Executive Committee.
Section 7. The Executive Committee shall have such powers and duties as specified in these bylaws and as delegated to it by the Board of Directors. The Executive Committee shall have the primary responsibility for preparing the annual budget for submission to the Board Directors for approval at the first Board meeting of the new fiscal year. The Executive Committee is authorized to act on the Board’s behalf with a two-third’s (2/) vote of the members of the Executive Committee taken via a conference call of all Executive Committee members participating. All actions of the Executive Committee shall be reported to the Board of Directors at the next Board meeting.
Section 8. A simple majority of the Executive Committee present at any meeting shall constitute a quorum. Unless otherwise provided in these bylaws, a majority vote of the members of the Executive Committee present at any meeting shall control the actions of the Executive Committee.