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About NCARF: By-Laws

By-Laws of North Carolina Association of Rehabilitation Facilities, Inc. - As of April, 2004

ARTICLE I

NAME: North Carolina Association of Rehabilitation Facilities, Inc.

These Bylaws have been adopted pursuant to authority evidenced by the Articles of Incorporation of the State of North Carolina.  This Corporation shall use the name North Carolina Association of Rehabilitation Facilities, Inc.  For the purpose of these Bylaws, Association shall mean North Carolina Association of Rehabilitation Facilities, Inc.

ARTICLE II - Purpose

Section 1.

This Corporation is organized and is to be operated exclusively for charitable and educational purposes.  It is not organized for profit, nor shall any of its net earnings inure in whole or in part to benefit of private stockholders, members or individuals.

Section 2.

The purpose of this Association shall be to stimulate interest in and assist member organizations in providing suitable programs of employment and rehabilitation for individuals with disabilities and other barriers to employment by:

(A)  Providing a basis for unity and common action by member organizations.

(B)  Developing and promoting high standards of performance for member organizations.

(C)  Promoting better understanding and support by private and public agencies utilizing the services of member organizations.

(D)  Providing training and educational programs.

(E)  Providing for consultation, study and exchange of ideas and experiences among member organizations.

ARTICLE III - Membership

Section 1.

Membership in the Association shall be open to the following organizations and individuals:

(A) Organizational Membership - Open to any Community Rehabilitation Programwhich is certified by the North Carolina Division of Vocational Rehabilitation Services, or the North Carolina Division of Mental Health/Developmental Disabilities/ Substance Abuse, or the North Carolina Division of Services for the Blind, or the Department of Social Services,. or Work Force Development Boards. Organizational Members have one vote.

(B).  Multi-site Organizational Membership – Open to any parent organization that
        provides administrative oversight to multiple Community Rehabilitation Programs
        which meet the eligibility criteria under Section 1.A.   Such organizations may
        choose one for the following options:

1. Each Community Rehabilitation Program joins as a separate organizational member receiving full membership benefits for each site including voting privileges at the state level and the opportunity to serve on the board.  OR

2. The parent organization joins as a multi-site organizational member with onevote at the state level and the opportunity for a single board seat.  Satellite CRP’s may join by paying the site participation fee which will provide full membership benefits except state-level voting privileges and the opportunity to serve on the Board.

(C) Associate Organizational Membership - Open to any organization or interested group except those organizations eligible for organizational membership as defined in Article III, Section 1.(A).  Associate Organizational members do not have voting privileges.

(D) Individual Associate Membership - Open to all individuals except those employed by organizations eligible for organizational membership as defined in Article III, Section 1.(A).  Individual Associate Members do not have voting privileges.

Section 2. 

Meetings of the full membership shall be held at least once a year.  The date and location of the meetings shall be determined by the Executive Committee of the Board of Directors and announced at least thirty (30) days in advance of the meeting.
A quorum is the number present at a duly called meeting.  A majority will constitute a simple majority of the Members present unless otherwise required in the bylaws.

Section 3. 

Special Meetings of the Members may be called by the President or at the written request of one-third (1/3) of the Members setting forth the matters to be discussed.

Section 4.

The Chief Executive Officer or the Governing Body of an Organizational Member or  Multi-site Organizational Member (hereinafter also referred to as an Organizational Member), in good standing , may appoint a CEO designate representative other than the Chief Executive Officer to assume the voting privileges of a Member of the association.  The CEO designate representativemust be certified in writing, and such certification shall be submitted to the Presiding Officer or the Executive Director, prior to the beginning of any Member meeting.  Certification of a CEO designaterepresentative is valid for one meeting only unless otherwise specified by the Chief Executive Officer or the Governing Body of the Organizational Member.  Such certification shall stipulate therein the period of time covered by the certification and that the CEO designate representative is fully empowered as the sole representative of the Organizational Member to represent and vote on behalf of the Organizational Member.

ARTICLE IV - Duties of Members

Section 1.

The Membership shall have the responsibility to amend or repeal the Bylaws of the Association.

Section 2. 

They shall have the responsibility to elect officers and the Board of Directors of the Association.

ARTICLE V - Board of Directors

Section 1.

There shall be a Board of Directors which shall be comprised of the President, State Vice President, Secretary/Treasurer, Immediate Past President, elected Regional Vice Presidents and two At-Large members.  The Board shall be elected from the Organizational Membership and shall serve a one year term from July 1 following their election until their successors are elected and qualified or until they are no longer employed by the Organizational Member.  CEO designate representatives must be certified to represent the Organizational Member under Article III, Section 4 for a period not less than the Board term to which they have been elected, in which case Article VII, Section 3 applies.  No one shall serve on the Board of Directors more than five consecutive years with the exception of the President or Immediate Past President if the five year time limit occurs during their term.  The Standing Committee Chairpersons shall be appointed by the President and shall be Ex-officio, non-voting members of the Board.

(A)  The President shall preside at all meetings of the Members, the Board of Directors, and of the Executive Committee.  The President, on behalf of the Membership, shall directly supervise the Executive Director.  The President shall appoint Chairpersons and members of all committees.  The President shall be an Ex-officio member of all committees.  The President shall exercise all authority and execute all instruments authorized or directed by the Board of Directors and shall perform all duties incident to the office of President and such other duties as prescribed by the Members or Board of Directors from time to time.

(B)  The State Vice-President shall succeed to the office of President at the completion of the President's term of office or in the event that the President resigns or becomes unable to serve.  In the temporary absence of the President, the State Vice-President shall perform the duties of the President, and when so acting, the State Vice-President shall have all powers of and be subject to all restrictions upon the President.  The State Vice-President shall be an Ex-officio Member of all committees.  The State Vice-President shall perform such duties as may from time to time be assigned by the President, the Executive Committee or by the Board of Directors.
(C) The Immediate Past President, in the absence of the President or the State Vice President, will assume the duties of the President.

(D) The Regional Vice Presidents will represent the geographic regions of North Carolina as defined by the Board of Directors.  These Vice Presidents will be responsible for representing the interests and concerns of the Organizational Members of their regions in the business of the Association.  The Regional Vice Presidents shall have such other powers assigned to them by the President, the Executive Committee or the Board of Directors. Each region shall elect a regional vice president-elect who shall succeed the Regional Vice President at the completion of the Regional Vice President’s term of office or in the event that he/she resigns or becomes unable to serve.

(E) Two At-Large members shall be elected by the Membership.  Their duties will be assigned them by the President, the Executive Committee or the Board of Directors.

(F) The Secretary/Treasurer shall be responsible for seeing to the proper keeping of the minutes of the meetings of the Members, of the Board of Directors, and of the Executive Committee.  The Secretary/Treasurer shall see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law and shall see that the seal of the Association is affixed to all documents, execution of which on behalf of the Association under its seal is duly authorized or required.  The Secretary/Treasurer shall monitor the financial activity of the Association and report to the Board of Directors.  All accounts shall be audited annually by a Certified Public Accountant approved by the Board of Directors.  The Secretary/Treasurer and/or other person(s) as may be designated by the Board to sign all checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association.  The designee(s) shall be bonded. The Secretary/Treasurer shall be subject to all other conditions and restrictions as may be made and shall perform such duties specified by the Board of Directors or as may be required by law.

Section 2.

The Executive Director of the Association shall be an Ex-officio member of the Board of Directors, without vote.

Section 3.

Meetings of the Board of Directors shall be held at least three times a year.  The dates and location of such meetings shall be determined by the Executive Committee of the Board of Directors.  Special meetings of the Board of Directors may be called at any time by the President, the Executive Director or at the written request of one-third (1/3) of the Directors setting forth the matters to be discussed.  Notices of all meetings of the Board of Directors shall be given in writing ten (10) days in advance of the meeting.

Section 4. 

Meetings of the Board of Directors will be open to any member or interested person unless the meeting has been closed.

Section 5. 

The Board of Directors may elect to close any of its meetings at any time, to all but Organizational Members, by a simple majority vote of the members present.

Section 6.

A quorum at a meeting of the Board of Directors shall consist of a simple majority of the active Board membership.

ARTICLE VI - Duties of Board of Directors

Section 1. 

The Board of Directors shall have the powers and duties necessary or appropriate for the administration of the affairs of the Association.  All powers of the Association, except those specified, granted or reserved to the members by law, the Articles of Incorporation, or these Bylaws, shall be vested in the Directors.

Section 2.

They shall have the responsibility to adopt the annual budget of the Association.

Section 3. 

They shall have the power to hire and dismiss the Executive Director.

Section 4. 

They shall have ample power to purchase and to lease, pledge and sell all such personal and real property, and to make all such contracts and agreements in behalf of the Association as they deem necessary or convenient for the successful prosecution of its purposes and operation.  They shall administer any donations and bequests.

Section 5. 

They may require adequate bond from the Secretary/Treasurer, Executive Director or such other employee or servant of the Association as they may deem necessary.

ARTICLE VII - Election of the Board of Directors

Section 1. 

The Board of Directors shall be elected by the Membership.  Only Organizational Members may hold office.  Nominations from the floor shall be allowed following the report of the Nominating Committee. All nominees must have consented to be nominated and indicated willingness to accept the responsibility of the office if elected.  All nominations must be made twelve (12) hours prior to the actual voting time.  Regional Vice Presidents will be voted on only by Members in their region immediately after the general election.  No Member shall have more than one (1) vote.  To be elected, a candidate must receive a simple majority of votes cast.

Section 2. 

Officers shall serve for terms of one (1) year or until their successors are duly elected and qualified. All Officers may not serve two full consecutive terms in the same office.

Section 3. 

In the event a member of the Board of Director's resigns or becomes unable to serve, the Executive Committee shall have the authority to appoint a successor for the remainder of the unexpired term from within the appropriate region.

ARTICLE VIII - Executive Director of the Association

The Association shall employ an Executive Director who shall have the responsibility for the day to day management of the business and affairs of the Association within the Member and Board established policies and procedures.  The Executive Director shall execute the duties as outlined in the employment contract.  The Executive Director shall be an Ex-officio member of the Association, the Board of Directors and all committees of the Association, without vote.  The Executive Director shall be responsible to the Board of Directors andshall report to them at regular intervals.

ARTICLE IX - Conflict of Interest

Section 1. 

In the event that there comes before the Board of Directors a matter for consideration or decision that raises a potential conflict of interest for any Director, such Director shall disclose the conflict of interest as soon as such Director becomes aware of it.

Section 2. 

Any Director who is aware of a potential conflict of interest with respect to any matter coming before the Board of Directors shall not vote in connection with the matter.

Section 3. 

The foregoing requirements shall not be construed as preventing or discouraging any Director from disclosing relevant information with respect to any Matter as to which such Director has knowledge or from answering questions or stating a position with respect to any such matter.

ARTICLE X - Committees

Section 1. 

The Board of Directors may from time to time establish Standing Committees as it deems necessary to assist in carrying out its duties and responsibilities. The President of the Association shall have the power, except as otherwise provided in this Article, to appoint the chairperson and members of the Committees for a term of one (1) year. Ad hoc Committees shall be appointed by the President as deemed necessary.

No Committee, except as elsewhere provided in this Article, shall take any action or position on behalf of the Association and its Board of Directors, bind the Board or exercise the authority of the Board in the management of the Association.  The Executive Committee of the Board of Directors shall meet at the call of the President.  Committees shall meet at the call of their respective Chairpersons or the President.

Section 2. 

The Executive Committee shall consist of the President, State Vice-President, Secretary/Treasurer and the Immediate Past President.  The Executive Committee shall carry out the decisions of the Board of Directors and shall have the authority to oversee, annually review, and enter into employment contracts withthe Executive Director. The Executive Committee shall have authority to act on behalf of the Association and the Board of Directors to exercise the powers and duties of the Board of Directors.

Section 3.

The Nominating Committee shall be Chaired by the Immediate Past President.  The President of the Board shall appoint one non-Board Member from each region to serve on the Nominating Committee with the Immediate Past President.  The Committee shall propose a single slate of candidates who have agreed to accept the nomination for elective office of the Association.  The Committee shall report its nominations to the membership by mail at least fourteen (14) days prior to the meeting at which elections are to be held in accordance with Article VI.

Section 4. The Bylaws Committee shall review existing bylaws and recommend proposed  changes and/or amendments to the Board of Directors for information prior to the vote by the Members.

ARTICLE XI - Governing Rules

Section 1. 

The latest edition of Robert's Rules of Order, shall govern meetings of the Members, Board of Directors and the Executive Committee when not in conflict with these Bylaws or rules adopted by the Board of Directors.

Section 2. 

The Association may reprimand or expel any member whose conduct is detrimental to the purpose, cause or well-being of the Association.  All Organizational Members must be notified fourteen (14) days prior to the meeting when such a vote might occur.  Notification should set forth the specific charges or complaints being made against the member.  The member shall be given the opportunity to respond to the charge or complaint prior to a vote.  An expelled member may be re-instated with full privileges upon a two-thirds (2/3) vote of the Members.

ARTICLE XII - Miscellaneous Provisions

Section 1. 

Seal. The Association shall have a common seal, being circular seal of the following description, viz.: North Carolina Association of Rehabilitation Facilities, Inc. around the circle and date of incorporation (1965) in the inner circle.  The seal shall be in the custody of the Executive Director.

Section 2.

Fiscal Year. The Association's fiscal year shall be from July 1 to June 30.

Section 3. 

Amendments to the Bylaws. These Bylaws can be changed, amended or repealed at any regular or special meeting of the Members so long as notice of such action has been given in writing to the full Membership fourteen (14) days prior to vote.  If approved by two-thirds (2/3) of the total members present at any duly called meeting of the Members of the Association, such action shall become effective immediately.