ARTICLE I - Name, Purpose and Mission

Section 1. Name

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.

Section 2. Purpose

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.

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.

Section 3. Mission

The mission of the North Carolina Association of Rehabilitation Facilities is to act on behalf of members in maximizing opportunities for persons with barriers to employment and independence.

ARTICLE II - Membership

Section 1.  Membership Criteria and Categories

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

(A) Organizational Member - This membership type is open to any organization which is an approved vendor/provider with North Carolina Division of Vocational Rehabilitation Services; or North Carolina Division of Mental Health, Developmental Disabilities, and Substance Abuse Services; or North Carolina Division of Services for the Blind; or Department of Social Services; or Workforce Development Boards. Organizational Members have one vote. 

Multi-site Organizational Membership - Open to any parent organization that provides administrative oversight to multiple programs which meet eligibility criteria listed above. Such organizations may elect to join as a separate organizational member for each site (complete one application for each site), receiving full membership benefits for each site including voting privileges at the state level and the opportunity to serve on the board; OR the parent organization may join as a multi-site organizational member with one vote at the state level and a single opportunity for a board seat.

(B) Individual Membership - Open to all individuals except those employed by organizations eligible for Organizational Membership.  Also open to Member Emeritus status.  A Member Emeritus will be an individual who has left or retired from an NCARF member organization in good standing.  Individual Members do not have voting privileges and may not serve on the board.

Section 2.  Removal of Membership

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.

Section 3.  Meetings

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 Organizational Members present.

Section 4.  Special Meetings

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

Section 5. Duties of Members

Any member shall have the right to present positions or work on any committee of this association at any time unless under censure by the association. The Membership shall have the responsibility to amend or repeal the Bylaws of the Association.  They shall have the responsibility to elect officers and the Board of Directors of the Association.

Section 6. Voting Rights and Appointed Representative for Each Organization

Each Organizational Member shall be entitled to one vote.  The Chief Executive Officer, President, Director or top official of each Organization Member (or Multi-site Organizational Member) shall be the appointed NCARF representative of that organization.  This individual may designate an alternate representative when signing the membership application for that year.  This designation will remain in effect for the full of that membership year or until other written notice is presented from the top official or governing board of that organization to NCARF.

ARTICLE III – Board of Directors

Section 1. Composition of the Board of Directors and Responsibilities

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. 
(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 Association’s Executive Director or Management Group (if applicable).  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 reviewed annually by an independent auditor approved by the Board of Directors.  The Secretary/Treasurer, and/or other person(s) as may be designated by the Board, will sign all checks, drafts, or orders for payment of money, notes or other evidences of indebtedness issued in the name of the Association.  The Secretary/Treasurer, and/or designee, 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. Bonding

The Secretary/Treasurer, President, or any other person entrusted with the handling of funds or property of the Association, shall, at the discretion of the Board and at the expense of the Association, furnish a fidelity bond in such a sum as the Board shall prescribe.

Section 3. Meetings of the Board

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, 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 at least ten (10) days in advance of the meeting.

Section 4. Open Meetings and Closing of Board Meetings

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

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

ARTICLE IV - Duties of Board of Directors

Section 1.  Administration of Association

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.  Adoption of Budget

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

Section 3.  Contract Executive Director or Management Group

They shall have the power to hire and dismiss an Association Executive Director, Management Group and/or other staff as they deem necessary. 

Section 4.  Property, Contracts, Agreements, Donations and Bequests

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 on behalf of the Association as they deem necessary or convenient for the successful execution of its purposes and operation.  They shall administer any donations and bequests.

ARTICLE V – Election, Terms and Vacancies of the Board of Directors

Section 1. Nominations

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. 

Section 2.  Election

The Board of Directors shall be elected by from the Organizational Membership.  Only Organizational Members may hold office.  Designate representatives (who are not the top official at their organization) must be designated to represent the Organizational Member under Article II, Section 5 in order to serve on the Board. To be elected, a candidate must receive a simple majority of votes cast.  Elections may be implemented electronically.  
Regional Vice Presidents will be elected by Members in their region.  Again, elections may be implemented electronically.

Section 3.  Terms

Board members shall serve for terms of one (1) year, beginning July 1, following their election until their successors are duly elected and qualified, or until they are no longer employed by the Organizational Member.

Section 4. Term Limits

The President shall serve a minimum of three (3) terms, including State Vice President, President and Immediate Past President and may serve up to five (5) terms if elected.
The Secretary/Treasurer may serve indefinite number of terms if elected.
The Regional Vice Presidents may serve a maximum of two (2) consecutive terms.
At-Large Members may serve a maximum of two (2) consecutive terms.

Section 5. Vacancies

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 VI – Association Executive Director or Management Group

The Executive Director or Management Group (if any) shall have the responsibility for the day-to-day management of the business and affairs of the Association within established policies and procedures.  An Executive Director or Management Group shall execute the duties as outlined in the performance contract.  An Executive Director or Management Group shall be an Ex-officio member of the Association, the Board of Directors and all committees of the Association, without vote.  The Executive Director or Management Group shall be responsible to the Board of Directors and shall report to them at regular intervals.

ARTICLE VII - Conflict of Interest

Section 1.  Disclosure of Conflict of Interest

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. 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.

Section 2.  Abstain from Voting

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.

ARTICLE VIII - Committees

Section 1.  Committees

The Board of Directors may establish committees as it deems necessary to assist in carrying out its duties and responsibilities. The President of the Association shall have the power 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.  Committee Chairpersons shall be Ex-officio, non-voting members of the Board.

Section 2.  Authority

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. 

Section 3. Committee Meetings

Committees shall meet at the call of their respective Chairpersons or the President.

Section 4. Executive Committee

The Executive Committee shall consist of the President, State Vice-President, Secretary/Treasurer and the Immediate Past President.  The Executive committee shall meet at the call of the 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 performance contracts with an Association Executive Director or Management Group. The Executive Committee shall, at least annually, review the By Laws for relevance and accuracy.  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 5. Nominating Committee

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 at least fourteen (14) days prior to the election being held.

ARTICLE IX - Governing Rules

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.

ARTICLE X - 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 Association President, the Secretary/Treasurer, an Association Executive Director, or Management Group.

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 from time to time by a recommendation of the Executive Committee.  All changes/amendments to the Bylaws shall be approved by a simple majority of members at an annual meeting or by a simple majority of written/electronic ballots of the total membership between meetings.   If approved, such action shall become effective immediately.

Section 4. Dissolution

Upon dissolution of the Association, the Board of Directors shall, after paying or making provisions for the payment of all liabilities of the Association, dispose of all assets of the Association to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes under section 501(c)(3) consistent with the specific purpose for which this Association is organized.