BYLAWSOF THEGEORGIA ASSOCIATION OF HOMES
AND SERVICES FOR CHILDREN
Revised August 16, 2016
Revised June 1, 2007

RevisedMay 27, 2004

October 16, 2003 version

Revised August 16, 2003

Revised June 24, 2003

Revised June 1, 2001
Revised April 16, 1998
Revised APRIL 1, 1992

ARTICLE I - LEGAL ORGANIZATION

SECTION 1

The name of the organization shall be the Georgia Association of Homes and Services for Children. It shall be referred to hereafter as the Association or GAHSC.

Association sponsored groups within GAHSC shall be called Chapters. These sponsored groups shall be organized around specific disciplines, interests, and concerns within the mission of GAHSC. Membership within GAHSC Chapters will be available to member GAHSC agencies and their staff. Organizational structure and support shall be in accordance with GAHSC policies and procedures.

SECTION 2

The Association is a chartered non-profit corporation under the provisions of the Official Code of Georgia Annotated 14-3-101 et. seq. granted pursuant to the provisions of state and federal statutes and regulations governing such corporations.

SECTION 3

The Association is to carry on non-profit activities permitted a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.

SECTION 4

The Association is a membership driven organization that is committed to maintaining broad representation from its membership throughout its governance and operation.

ARTICLE II – MISSION

The Association’s mission statement is: “GAHSC supports children and families at risk by strengthening agencies that serve them”. The Association’s policies, practices and activities will support its mission.

ARTICLE III – GOALS

The primary goals of the Association are the following:

  • To provide an avenue for networking and mutual support between member agencies.
  • To provide leadership on a statewide level on a variety of issues impacting at risk children and families.
  • To keep the membership informed regarding important state and national child welfare issues, best practices, policies, initiatives, and trends.

To provide advocacy and lobbying for the important public policy issues facing member agencies.

  • To identify the legislative priorities impacting at-risk children and families, promote and/or respond to legislation and lobby for the interests of the membership.
  • To provide a common voice for the mutual interests and concerns of member agencies.
  • To enhance the professional development of the staff of member agencies as well as the professional community at large by offering regular and quality trainings, workshops and conferences.

ARTICLE IV - MEMBERSHIP

SECTION 1

The Association shall consist of Agencies in the State of Georgia whose primary activity is that of providing out-of-home and in-home services to, or in behalf of, at-risk children and their families.

SECTION 2

Association Regular Membership shall be on an agency basis. A network of services operating and owned by a single agency shall be defined as one agency.

SECTION 3 – Regular Membership

To qualify for regular membership, an organization must meet all of the following requirements.

  1. Be a private, non-governmental organization.
  2. Be located within the State of Georgia.
  3. Be an individual agency or organization that provides out-of-home or in-home direct services to at-risk children and their families
  4. Subscribe to the purpose, mission and goals of the Association
  5. Adhere to the Code of Ethics of GAHSC.

Any organization meeting the above qualifications may apply in writing to the Association for regular membership. Once approved, the membership shall be effective upon the payment of the current annual dues, on a prorated basis during the first year. Applications for renewal of membership are due January 1 of each year thereafter. The annual dues for regular membership will be determined by the Association’s Board of Directors.

SECTION 4 – Associate Membership

The purpose of Associate Membership is to allow individuals and organizations to support the goals and mission of the Association who otherwise would not be eligible for regular membership. Associate Members shall not be entitled to vote on any matter voted on by the members. Any entity comprised of multiple agencies formed or organized under the laws of any state shall not be eligible for regular or associate membership.

The following requirements to qualify for associate membership are to be either:

  1. a private organization or a corporation.
  2. an individual not employed by an organization eligible for regular membership.

Organizations or individuals considered for Associate Membership must subscribe to the purpose, mission and goals of the Association and are not eligible for regular membership.Any organization or individual meeting the above criteriamay apply in writing to the Association for associate membership. Once approved, the membership shall be effective upon payment of current annual dues. Applications for renewal of membership are due January 1 of each year thereafter. The annual dues for associate membership will be determined by the Association’s Board of Directors.

SECTION 5 – Application for Membership

  • Any Agency seeking membership shall submit a written application to the Association fully stating their purpose, number of children served, program budget, and any other information as may be requested by the Board of Directors.
  • The criteria for determining who qualifies for membership shall be set by the Board of Directors. Approval is based on meeting the criteria for membership. Final decisions for membership shall be made by the Executive Director who will report to the Board about such decisions. The Board of Directors may review all applications for membership.
  • Any additional criteria for membership may be recommended at any time from the Board of Directors.

SECTION 6– Suspension/Termination of Membership

  • Suspension or termination of membership in the Association may be affected by a vote of the Board of Directors in a Regular or Special Called Meeting. Involuntary termination of membership in the Association may be affected for failure to pay annual dues or non-adherence to the GAHSC Code of Ethics. To involuntarily terminate a member, it will require at least a two-thirds (2/3) vote of the Board of Directors in a Regular or Special meeting.

SECTION 7– Resignation of Membership

  • Voluntary termination of membership in the Association may be affected by submitting a letter of resignation to the Association expressing this decision.

SECTION 8 -- Reinstatement of Membership

  • Following Voluntary or Involuntary termination of a membership, a member may apply for reinstatement as a member of the Association by applying for membership and paying current annual dues in accordance with Article IV, Sections 5 and Article IV, Section 3 or 4, as applicable.

ARTICLE V – GOVERNANCE

SECTION 1: The Power and Role of the Regular Membership in Governance

Georgia Association of Homes and Services for Children (GAHSC) is a membership association and shall be operated in the best interests of the membership. Governed by its Bylaws, the membership as a collective body holds the ultimate power of the Association. The desire of the Association is to be an open and mutually accountable organization that conducts its business in a fair and transparent manner so that all members have the opportunity to be well informed participants in setting direction for the Association, defining policy and participating in activities that promote the welfare of children in Georgia. Under the direction and authorization of the collective membership, the Board of Directors shall carry out the primary governance duties of the Association.

The power and role of the membership includes the following:

  1. Elect the Board of Directors – Regular members elect members of the Board of Directors at the annual meeting through an Association wide voting process.
  2. Elect the officers of the Board of Directors – Regular members elect officers of the Board of Directors at the annual meeting through an Association wide voting process.
  3. Remove a Board member – The membership may remove a Board member from office by a majority affirmative vote of all members in regular membership status through an appropriately called membership meeting provided written notice is given to the membership that the potential removal is an agenda item of the meeting.
  4. Call a special meeting of the membership – A special meeting may be called following a 25% affirmative vote of the members in regular membership status. The membership must be notified in writing of the purpose, date, time and place of the meeting at least 15 days prior to the meeting.
  5. Attend Board meetings and participate in discussions – Any member in regular status may attend any Board of Directors meeting and participate in the discussions of that meeting. However, only elected Board members may introduce a motion or vote on any matter before the Board. The membership must be notified in writing of the date, time, and place of the meeting at least 15 days prior to the meeting.
  6. Veto a decision of the Board of Directors – During a regular or specially called membership meeting, the regular membership may veto any decision of the Board of Directors by at least a majority affirmative vote of all members then in regular membership status.

SECTION 2: The Power and Role of the Board of Directors in Governance

The Board of Directors is an elected body comprised of the Association’s regular membership and represents the membership’s interests by assisting the membership in the development of policy, setting direction and leading the organization in carrying out its mission. The Board of Directors exercises all such powers and does such lawful acts for this Corporation as permitted by the Georgia Nonprofit Corporation Code and the Association’s Articles of Incorporation.

On behalf of the membership, the Board is charged with the responsibility for assuring the Association’s adherence to its mission, the development of its policies, achievement of desired results and assuresthe Association’s fiscal health. The Board provides leadership through the following:

  • Establishes and revises, as necessary, the Association’s policies;
  • Selects and provides general oversight of the Association’s Executive Director;
  • Plans for the Association’s future development;
  • Monitors the Association’s finances and assets;
  • Provides leadership in fulfilling the Association’s goals; and
  • Sets and prioritizes the Association’s public policy agenda

The Board of Directors operates as one body. As a governing body, the power of the Board is in the full Board as a group. Only the full Board has the power to act on behalf of the Association and must speakwith a single voice. No one Board member or committee speaks for the Board or the Association. However, the Board may authorize a specific Board member or other agent, such as the Executive Director, to make a decision or speak for the Board on a given issue or when these Bylaws specifically grant the authority to carry out this function. All Board members are expected to actively participate in the affairs of the Board’s work.

ARTICLE VI – BOARD OF DIRECTORS

SECTION 1 – Number and Qualifications

The Association’s Board of Directors shall consist of the Association's President, Vice President, Secretary and Treasurer and not less than 8 or more than 11 additional members. To be eligible to serve on the Association’s Board of Directors, an individual must be a CEO/Executive Director of a regular member agency or a most senior executive in Georgia of the organization who is authorized to speak and act on behalf of the member agency. Board members are non-paid volunteers and may not be paid consultants or employees of the Association.

SECTION 2 – Representation on the Board

In order to provide for a balanced representation of the Association’s regular membership, the Board of Directors shall be composed of individuals representative of the member agencies with respect to the types of services provided by the member agencies.

All Board seats will be considered “at large.” No regular member agency may have more than one representative on the Board. It is the intent of the bylaws that the Board be representative of the following service groups: (1) In Home/Family Preservation, (2) Child Placing Agencies (CPA), (3) Child Caring Institutions (CCI), and (4) Psychiatric Residential Treatment Facilities (PRTF).

SECTION 3 – Nominations to Serve

Any individual who meets the qualifications outlined in Section 1 of this Article may be nominated to serve on the Board of Directors. The Nominations Committee will be responsible for presenting a slate of candidates to serve. See Article VIII, Section 2, on the roles and responsibilities of the Nominations Committee. Additional candidates for any position may be nominated by a regular member from the floor.

SECTION 4 – Election

The Directors shall be elected by a majority of at least 25% of the Regular Membership at the Annual Meeting of the Association. The membership will receive a proposed slate of candidates from the nomination committee at least 15 days prior to the membership’s annual meeting. Each regular member agency will have one vote and each agency will determine who in their agency will be authorized to vote.

SECTION 5 – Terms of Office

The term of office for all Board members is one year. Every board member may serve up to three (3) consecutive terms at a time before having to rotate off as a Board member unless subsequently elected as an officer. The terms of office for the Directors shall be staggered by the Board of Directors so that one-third of the terms of the Directors shall expire each year. No individual can serve on the Board for more than 7 consecutive years in any capacity.The term of office for Board members shall commence on the first dayof June.

SECTION 6 – Resignation

A Director may resign from his/her position at any time by providing a written notice to the Board of Directors.

SECTION 7 – Removal from Office

Any elected Board member may be removed from serving on the Board of Directors by at least a two-thirds majority vote of the full Board of Directors. A Board member may be removed from office by a vote of the regular membership. See Article V, Section 1. A Board member shall be removed from office if the Board member ceases to meet the qualifications set forth in Article VI, Section 1, or if the membership of the agency which the Board member represents is voluntarily or involuntarily terminated pursuant to Article IV, Section 6 or 7.

SECTION 8 – Vacancies

A vacancy on the Board occurring after the Annual Meeting shall be filled by a majority vote of the Board of Directors. Any Director elected to fill such a vacancy shall hold office until completion of that term.

SECTION 9 – Quorum

A majority of the currently serving directors shall constitute a quorum which is required to qualify any meeting of the Board of Directors to be an official meeting for the transaction of business.

SECTION 10 – Proxies

Any Director entitled to vote at a meeting of the Board of Directors may vote at a meeting, express consent or dissent in writing or authorize another person to act for him or her by proxy.

When a duly elected member of the Board cannot be present during a Board of Directors meeting, a written memorandum creating the power of proxy must be delivered to the presiding officer of the Association at the meeting in advance of any voting in order for the vote to be recorded and counted. Such a memorandum must transfer power to vote only to another eligible voting member and must state the specificissues upon which the proxy is granted.

SECTION 11 – Attendance

A Director may participate in a meeting by any means of communication as long as all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed present at the meeting. A properly executed proxy does not constitute attendance at a meeting.

SECTION 12 – Regular Meetings

The Board of Directors shall meet quarterly at such time and place as may be decided by the President of the Association or by a majority of the voting members of the Board of Directors. Notice of any regular Board of Directors meeting shall be given in writing either via regular mail or electronic transmission stating the date, place, time and purpose of the meeting and shall be delivered not less than fifteen (15) days prior to the date of the meeting.

SECTION 13 – Special Meetings

Special meetings of the Board of Directors may be called by the President or by a majority of the voting members of the Board of Directors. Notice of special meetings may be given by mail, telephone, facsimile transmission or e-mail, but must be given not less than fifteen (15) days prior to the date of the meeting to each member entitled to vote at such meeting.

SECTION 14 – Annual Meeting

The Annual Meeting of the Board of Directors will be in the spring of each year at a date, time and place to be determined by the Board.

SECTION15– Meeting Waiver of Notice

A signed waiver of notice document regarding an official meeting of the Board of Directors shall be deemed the equivalent of proper notice. Any Director may waive notice of any meeting of the Directors, either before or after such meeting by signing a written document indicating such decision. Any signed notice by a Director will be attached to the minutes of that particular meeting. A Director's attendance at a meeting shall be deemed waiver of notice of such meeting.

SECTION16 – Voting

A majority vote of the Board members present during an official meeting of the Board of Directors shall be required to transact business of the Association unless otherwise specified in these Bylaws.

SECTION17– Executive Session

Executive Session is when the Board meets privately with only its voting members and any invitees. The Board of Directors may at the call of the President or a majority vote of the Board, meet in Executive Session for the purpose of deliberation on issues of a sensitive or confidential nature, such as contractual, legal, personnel, or conflict of interests concerns.

SECTION 18 – Ex-Officio Members

The immediate past President of the Association, the current President of Catalyst for Care and the Association’s Executive Director are all ex-officio, non-voting members of the Board.

ARTICLE VII – OFFICERS OF THE BOARD

SECTION 1– Positions

The officers of the Associationshall be the President, Vice President, Secretary, and Treasurer. Each officer shall be a member of the Board of Directors.

SECTION 2– Role and Duties of Officers

  • The President shall:

a. Provide general leadership for the Association.

b. Enforce the Articles of Incorporation, the Bylaws of the Association and the policies and procedures of the Association.