Our Bylaws
Article I - Location
The principal office of the Corporation shall be in the, State of N.C. The Corporation may also have offices at such other places within or without this State as the Board may from time to time determine or the business of the Corporation may require.
Article II - Purposes
Section 1.
The primary purpose for which this Corporation has been organized are as follows: To promote the overall improvement of both quantity and quality of community support services for individuals who require supports to remain in the community. This specifically includes:
1. Promoting openness and communication about issues that are critical to the success of the services and supports we are contracted to provide to individuals who have disabilities; 2. Encouraging professional growth and appropriate training opportunities to assure qualified personnel are available to provide the required services; 3. Assuring that members adhere to the organizational professional codes of conduct; 4. Supporting members through consultation and networking of abilities and resources; 5. Fostering the development of appropriate resources and services; 6. Advocating for reasonable and appropriate governmental policies, compensation, and other resources necessary to provide the supports and services required at all levels.
Section 2.
The organization may buy, sell, lease, mortgage or otherwise deal with real property and to engage, hire personnel, and related functions all for the furtherance of the above purposes and in administration of them.
Section 3.
Nothing herein shall authorize the Corporation to engage in the practice of the profession of medicine or any other profession required to be licensed by the laws of the State of North Carolina.
Article III - Membership
Section 1.
Open to organizations interested in the promotion of purposes of the organization.
Section 2.
Membership is defined as one agency receiving the benefits, rights, and privileges as established by the organization and one privileged voting delegate per membership. Agencies may purchase multiple voting memberships. A member in good standing is an agency that has paid dues and signed the ethics statement of the organization.
Section 3.
Annual dues for membership shall be determined by the Board. Notice shall be sent to each member, in advance, as a reminder of dues expected.
Section 4.
Receipt of the membership fee, along with the membership application, that shall include the signed agreement to adhere to the Ethics Code of the Council, shall cause review of the application, and a vote, by the Board. Should any Board Member have evidence of unresolved ethical issues, they shall call for the application to be tabled until the issue can be addressed by the Ethics Committee. The Ethics Committee shall make a recommendation regarding membership at the next Executive Committee meeting. If the recommendation of the Ethics Committee is to approve membership, they will make such a motion at the next full Board Meeting. A majority shall vote in the affirmative to approve, and thus constitute, membership. A membership certificate with stated year of membership shall be sent to members.
Section 5.
The annual membership meeting will be held during the course of the annual conference unless otherwise ordered by the Executive Board. Members will be notified in writing no less than one month in advance of said meeting.
Section 6.
A simple majority of the members present at the annual meeting of the Council shall constitute a quorum at the annual meeting.
Section 7.
Special meetings may be called by the President of the Board, upon approval of a simple majority of the Executive Board. The purpose of the meeting shall be stated in writing within the call and at least five (5) working days notice shall be given.
Section 8.
All actions related to the revocation of membership shall be addressed in closed session of the Board and the Executive Director. No other members may be present or provided with any information related to such actions. All minutes of such actions shall be kept separate from all other minutes and shall be distributed only to Board Members and the Executive Director and shall be managed with strictest confidentiality.
Revocation of membership due to violations of the Council's Code of Ethics, non-payment of dues, or other just causes, shall occur only upon written notice sent by certified mail addressed to the privileged voting member at the address on record with the Council.
The member may respond to the allegations which have led to the proposed membership revocation within 30 days, in writing by certified mail, addressed to the Executive Director and sent to the Council's address of record.
The Executive Committee of the Board, upon receipt of a written response, may invite the privileged voting member of the organization whose membership revocation is at issue to address the Board in person at the next Board meeting.
Following the opportunity to respond to the issues raised by the Board, a motion shall be presented to the Board. This shall occur not sooner than thirty (30) days after formal notification has been provided to the member whose membership is in question. Only upon a 2/3 majority vote of the Board in the affirmative shall membership be revoked. Regardless of the decision of the Board, the Board shall provide a letter detailing the decision and the rationale for it to the privileged voting member at the address on record with the Council.
Upon revocation, a pro-rata share of dues already paid shall be returned to the former member.
Rights of appeal are limited to a written response to the Board of Directors. Any further action by the Board is at the discretion of the Board. There are no other means of redress.
Article IV - Directors and Officers
Section 1.
Directors of the Council shall formulate the policies, manage, and have general charge of the affairs and property of the Association, in accordance with applicable law and these Bylaws. It shall have the power to employ necessary staff, authorize expenditures and take all necessary and proper steps to carry out the purposes of this Association.
Section 2.
All directors voted in will serve a term of three years. The terms of the directors are staggered due to the procedures established at the first election. Board Members may serve two consecutive full (three year) terms, for a total of six years, prior to being required to take one year off of the Board and prior to running for elected position again. The Immediate Past President shall serve on the Board as an ex-officio member for one year following the end of their term.
Section 3.
The Board of Directors shall establish a Nominations Committee for candidates for the Board of Directors. This committee shall propose rules and mechanisms for soliciting and accepting nominations from the membership, and presenting a slate of legitimate member candidates. These rules shall be subject to approval by a two-thirds majority of the Board of Directors.
Only the privileged voting delegate(s) from an organization may nominate. No name shall be placed in nominations without the written consent of the nominee.
Section 4.
The Executive Director is an employee of the Providers Council and not an elected member of the Board. The Executive Director may be removed from their position for unsatisfactory performance, as solely determined by a simple majority vote of the elected Board Members.
In such a case the Board will appoint a member of the organization to serve as Executive Director from among the current Board Members.
Section 5.
The Board of Directors shall vote among themselves annually for officer positions of the Board. These positions shall be: President, President Elect, Vice President, Secretary, and Treasurer. These members shall constitute the Executive Committee, with the Executive Director and Immediate Past-President serving ex officio.
Section 6.
Board Members must attend regularly scheduled meetings as informed by the Executive Director and/or Secretary. Board Members who miss more than two consecutive scheduled meetings or a total of three per calendar year, unless on a Board approved leave of absence, may be removed from office by a simple majority vote of the Board, excluding the member in question. In such a case the Board will appoint a member of the organization to serve the remainder of the removed Board Member's term, by a simple majority vote of confirmation of a recommended candidate by the Executive Committee of the Board. In the case of a Board approved leave of absence a member shall be appointed by the President of the Board, and affirmed by a simple majority of the Board, to attend and act in the absence of the member of the Board on approved leave.
Section 7.
Board meetings will be held not less than quarterly but may be held more frequently as required and determined necessary by a simple majority of the Board. The location of such meetings shall be determined by the Board of Directors and may change as frequently as is desired by the majority of the Board.
Section 8.
The results of the annual election will be announced at the Annual meeting of the Council. The newly elected directors will take office on January 1 of the following year.
Section 9.
The Board of Directors is a volunteer board, not compensated for meetings, but eligible for reimbursement for expenses associated with reasonable duties assigned by the Board upon affirmative vote by a simple majority of the Board.
Section 10.
The number of Directors will be eight and may be increased or decreased by 2/3 votes of the Directors. No decrease in the number of Directors shall shorten the term of any incumbent Director. Any of the Directors may be removed for cause by vote of the members or by simple majority action of the Board. In the event of a vacancy caused by resignation, death or removal, the Board will appoint a member of the organization to serve the remainder of the term removed Board Member's term, by a simple majority vote of the Board. A Board approved leave of absence shall meet same criteria for the duration of the leave.
Section 11.
A Director may resign at any time by giving written notice to the Board, the President or the Secretary of the Corporation. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof by the Board or such Officer, and the acceptance of the resignation shall not be necessary to make it effective. A Board member may also request a leave of absence.
Section 12.
Sixty percent (60%) of the entire Board shall constitute a quorum for the transaction of business or of any specified item of business, unless otherwise designated by the Bylaws. A vote for a specified item of business can be done by either proxy, certified mail, e-mail, or fax. Any of the acceptable forms of notice shall include that person as present for purposes of quorum calculation and transaction of business. In the event of a tie vote the Immediate Past President's vote will be the tie breaker. This is the only instance where the Immediate Past President will have a vote.
Section 13.
Unless otherwise required by law, the vote of a majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board. Each Director shall have one vote. Members on Board approved leave shall not be calculated in quorum calculations. The member appointed to fill the leave position shall be included in quorum calculations.
Section 14.
The President shall preside at all meetings of the Board and of the Executive Committee. The President shall appoint and may remove the Chairperson of Standing Committees with the simple majority vote approval of the Board.
The President shall be a member of all such committees, and shall perform all duties incident to the office and have such other powers and duties as may be assigned by the Board, but is not required to attend all such meetings. .
Section 15.
The Vice - President shall exercise these powers and perform the duties of the President in the absence of the President and shall perform such other duties as may be assigned by the Board or the President.
Section 16.
The Secretary shall take and distribute, in a timely fashion, the Minutes of all meetings of the membership and of the Executive Committee; shall keep a record thereof and shall be responsible to insure that notices of regular and annual meetings are sent to the membership. The Secretary shall also carry on the correspondence of the Board.
Section 17.
The Treasurer shall perform all duties usually incident to such office or which are assigned by the Board or the President and shall be a member of the Finance Committee. All checks, drafts or other negotiable instruments of the Board shall be made in the name of the Council, and shall be signed by the Treasurer following authorization by the Executive Director. The accounts of the Treasurer for each fiscal year shall be reviewed by the Board. The Treasurer shall render a statement of the condition of the finances at each regular meeting and at such other times as shall be required.
Section 18.
President-Elect shall work with the President to assure a smooth transition of power and responsibilities.
Section 19.
The Chair of the Governmental Affairs Committee shall coordinate and communicate all government affairs activities to the Board as related to the General Assembly, relevant DHHS divisions, and other related bodies in concert with the President and Executive Director.
Section 20.
The Board may employ a salaried staff head who shall have the title of Executive Director and whose terms and conditions of employment shall be specified by the Board.
Section 21.
The Executive Director shall be a member, ex-officio, of the Board of Directors and Executive Board, with voice but without vote; provided, however, that he shall not attend nor participate in executive sessions unless invited to do so by the Board or Executive Board. He shall also be an ex-officio member of all standing and special committees of the Council.
Section 22.
The Officers of the Board of Directors shall comprise the Executive Board, with the Executive Director serving ex officio. Should a member of the Executive Board resign or be removed from office or the Board, the whole Board shall vote among themselves to vote to appoint a current Board member to complete the term on the Executive Board. A simple majority vote shall install the Board member to the unfinished term.
Section 23.
It shall be the responsibility of the Officers to function for the Board of Directors between meetings.
Section 24.
The Executive Board will meet at a time and place as determined by the Officers.
Section 25.
The Board of Directors may authorize any officer or officers, or the Executive Director, in the name of, and on behalf of, the corporation to enter into any contract or execute and deliver any instrument or other evidence of indebtedness and such authority may be general or it may be confined to specific instances, and unless specifically authorized by the Board of Directors, no officer shall have the power or authority to bind the Council by any contract engagement, to pledge its credit, or to render it financially liable for any purpose, or in any amount.
Section 26.
The fiscal year shall be the first day of January in each year as of 1/1/98.
Section 27.
Members must sign the Council's "Board Member Code of Ethics" statement, in advance of being nominated, to be considered for nomination for election to the Board of Directors.
Article V - Committees
Committees shall be established by the Board, as is determined necessary by the majority vote of the Board.
Article VI - Amendments
The Bylaws may be amended, repealed or altered in whole or in part at any meeting of the Board by a vote of at least two-thirds of the Board members present, provided that the amendment has been submitted in writing at least thirty (15) days in advance to the full membership for comment.
Article VII - Dissolution
In the event of a dissolution of the corporation any and all assets shall be distributed to other non-profit membership based organizations as determined appropriate by the Board in office at the time and in accordance with North Carolina and Federal laws and rules.
Date approved by the Board for presentation to the membership for a vote: 10/6/97
Date approved by membership: 11/16/97
Bylaws: 9/19/97; rev. 12/16/00; rev. 4/2002, rev. 12/2002; rev 10/2003