Mid-Atlantic Affiliation Agreement

YWCA Mid-Atlantic Affiliation Agreement

This Affiliation Agreement (Agreement) is made between the YWCA Mid-Atlantic Regional Council, Inc. (Regional Council) and ______(Local Association). The Agreement sets forth mutual understandings, rights, and responsibilities of Regional Council and Local Association.

Regional Council and Local Association agree to the following:

I.  Grant of Charter

Regional Council grants Local Association a charter to be a Local Association Affiliate of Regional Council. The grant of this charter is based upon Regional Council’s determination that Local Association has either: met the current Affiliation Standards as outlined in Regional Council Bylaws; or Local Association agreed to work towards compliance with the Affiliation Standards. As an Affiliate during the term of this Agreement, Local Association is authorized to: use the designation “YWCA” in its name and logo; acknowledge its affiliation with Regional Council and YWCA USA; and have access to the resources that Regional Council makes available to its Affiliates.

II.  Agreement Term

The Agreement begins on the effective date noted below and continues until terminated in accordance to the terms of this Agreement.

III.  Obligation of Regional Council

A. Services

Regional Council will offer educational and outreach programs, mentoring, online management and educational resources, incentive stipends, grassroots and under 30 stipends, new leadership orientation, advanced leadership training, peer review training, peer review assessments and follow-up, assessment and intervention services, technical assistance and consultation, and professional networking opportunities.

B.  Communication

Regional Council will assist in communication between the YWCA USA, National Coordinating Board (NCB), and Local Association.

C.  Confidentiality

Regional Council shall maintain the confidentiality of Local Association confidential or proprietary information.

IV.  Local Association Affiliation Requirements

A.  Compliance with Laws

Local Association agrees to comply with all Federal and State laws and regulations that apply to its activities.

B.  Bylaws

Local Association agrees to conduct its programs and all operations in compliance with its Bylaws, the Bylaws of Regional Council and the Bylaws of the YWCA USA.

C.  Record Keeping

1.  Local Association shall maintain all corporate and financial records related to its nonprofit and tax-exempt status, including board meeting minutes, budgets, financial reports, publications, and tax forms. Local Association shall maintain records related to its activities and operations, including publications, educational materials, and other program materials.

2.  Each year, Local Association will provide Regional Council with copies of its IRS Form 990, 990-T, and reviewed or audited financial statements (including management letter), if applicable.

3.  Upon signature of this Agreement, Local Association will provide Regional Council with its Articles of Incorporation, Constitution and Bylaws, and agrees to provide Regional Council with copies of all future amendments, within 30 days following approval by Local Association Board and Membership, if applicable.

4.  Local Association will send Regional Council yearly the names, titles, and contact information for the two voting delegates elected to serve on the Regional Council Board. One of the voting delegates must be a volunteer.

D.  Local Association Responsibilities to Region Council

1.  Local Association shall appoint two representatives to serve as Directors on the Board of Regional Council. At least one Director must be a Volunteer. Local Association understands and acknowledges that these Directors, or a representative, must attend a minimum of two Regional Council meetings.

2.  Local Association shall pay annual dues to Regional Council in accordance with Regional Council dues formula. The Association understands and acknowledges that failure to pay dues will result in termination of this Agreement.

3.  Local Association shall ensure that all of its eligible staff participates in the YWCA Retirement Fund.

4.  Local Association shall maintain the confidentiality of all of Regional Council and YWCA USA confidential or proprietary information. The confidential information shall remain the property of Regional Council and shall be considered to be furnished to Local Association in confidence and solely in connection with Local Association’s obligations under this Agreement.

5.  Local Association shall ensure new Executive Directors and Board Presidents attend the Mid-Atlantic Leadership Academy to orient new leaders to the YWCA.

6.  Local Association will maintain reasonable and customary insurance.

E.  Local Association Program and Activities

1.  Local Association shall offer programs and activities that support and advance the Mission of the YWCA USA and Regional Council, including at least two hallmark programs (racial justice and economic empowerment of women).

2.  Local Association shall participate in a peer review as outlined in the YWCA USA peer review manual, as both a reviewer and reviewee every five years.

3.  Local Association will take all reasonable steps necessary to involve women of color and women under the age of 30 in all of its programs and activities, including membership, staffing and governance. Local Association will work to ensure that its policies and practices demonstrate this commitment.

V.  Merger and Dissolution

Prior to dissolution or a merger with an organization that is not affiliated with the YWCA USA; the Local Association shall pay current and back Regional Council dues in full.

VI.  Intellectual Property

This Agreement entitles Local Association to use certain intellectual property of Regional Council and YWCA USA, such as trademarks, copyrighted materials and other confidential information subject to the terms of this Agreement and requirements as provided by Regional Council. Local Association understands and acknowledges that upon termination of this agreement, for any reason, it shall cease using the name of the YWCA and may no longer claim any affiliation with the YWCA or Regional Council.

VII.  Indemnification

Local Association shall indemnify and hold harmless Regional Council, its affiliates, related entities, officers, directors, employees, members, attorneys from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses and liabilities of every kind and character which may arise by reason of (i) any act or omission by Local Association or any of its subsidiaries, affiliates, related entities, partners, officers, directors, employees, members or agents or (ii) the accuracy or breach of any of the covenants, representations and warranties made by Local Association in this Agreement.

Regional Council shall indemnify and hold harmless Local Association, its affiliates, related entities, officers, directors, employees, members, attorneys from and against any and all claims, actions, suits, demands, losses, damages, judgments, settlements, costs and expenses and liabilities of every kind and character which may arise by reason of (i) any act or omission by Regional Council or any of its subsidiaries, affiliates, related entities, partners, officers, directors, employees, members or agents or (ii) the accuracy or breach of any of the covenants, representations and warranties made by Regional Council in this Agreement.

VIII.  Terms and Disaffiliation

This Agreement shall remain in full force and effect until:

1.  YWCA USA, National Coordinating Board determines that Local Association should be disaffiliated, following the recommendation of Regional Council that Local Association be disaffiliated, in keeping with the YWCA USA Termination of Membership policy; or

2.  Local Association voluntarily terminates its Affiliation, in keeping with the YWCA USA Termination of Membership policy.

Local Association understands and acknowledges that Regional Council may recommend disaffiliation of Local Association to YWCA based upon either of the following reasons:

1.  Failure to comply with any of the terms of this Agreement; or

2. Failure to pay dues to Regional Council within sixty (60)

days of their due date.

Agreement date: ______

YWCA Mid-Atlantic Regional Council, Inc.

By: ______

Name:

Title: Regional Director

Local Association Local Association

By: ______By: ______

Name: Name:

Title: Executive Director Title: President

Affiliation Documents to Reference

• Steps to Organizing a New YWCA (hard copy only)

• Termination of Membership Policy

• Dues Policy

• YWCA Mid-Atlantic Bylaws

• YWCA USA Bylaws

All documents are on the YWCA Mid-Atlantic web site (www.ywca.org/midatlantic)

YWCA Mid-Atlantic and YWCA USA reserve the right to update any and all Affiliate Documents, as they deem necessary.

File: Mid-Atlantic Affiliation Agreement aug 06

2

YWCA Mid-Atlantic Affiliation Agreement Approved September 24, 2006