Bylaws

For the

Kansas Association for Infant and Early Childhood Mental Health

Founded 1995

(Bylaws amended April, 2009)

ARTICLE I:  Name

The name of this Association will be the Kansas Association for Infant and Early Childhood Mental Health.

ARTICLE II:  Purpose

The purpose of this Association is to operate for charitable, educational, religious and/or scientific purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code, including but not limited to the following purposes:

·        To encourage the realization that infancy and early childhood is a critical period in the psycho-social development of individuals, and to combat the sense of isolation of those working in the infancy and early childhood field.

·        To increase the sophistication of its members’ responses to the needs of infants and young children and their families.

·        To provide information to the general public that will enhance awareness, and influence public policy so that it better meets the psycho-social needs, of infants and young children in the first years of life.

Notwithstanding any other provision of these articles, the Association shall not carry on any other activities not permitted to be carried on (a) by an association exempt from Federal income tax under section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United State Internal Revenue law) or (b) by an association contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States Internal Revenue law).

ARTICLE III:  Membership

1.      Qualifications:  Any person or agency interested in improving the mental health of infants and young children and families is eligible to join this Association.

2.      Removal for Cause:  Any member of the Kansas Association for Infant and Early Childhood Mental Health may have membership removed for cause, upon a two-thirds vote of the entire Board of Directors.  Ninety (90) days written notice shall be given to the member by registered mail to the last known address as shown on the records of the Association.  The member shall have the right to appeal to the Board of Directors.

3.      Dues:  Dues shall be determined by the Board of Directors and are payable by January 1 of each calendar year.

4.      Termination of Membership for Non-Payment of Dues:  Any member who has not paid their dues by March 1 of each fiscal year will have membership automatically terminated.  Membership will be reinstated upon payment of dues.

5.      Categories of Membership:

·        Regular:               Any person currently paying dues to the Association.

·        Honorary:           Any person who has provided outstanding contributions to the field of infant and early childhood mental health may be nominated for honorary membership.  This membership shall be ratified by the general membership and the honorary member will be inducted at a general meeting.  No more than two honorary members shall be elected in any one year.  An honorary member is a non-voting, non-dues paying member.

·        Agency:               An agency may become a member of this Association, which membership allows its designated employees to participate in Association activities.  Dues for this type of membership will be paid by the agency and based on a per employee amount that is determined by the Board of Directors.  Each agency member will be allowed one vote in any forum which requires members to vote.

ARTICLE IV: Meetings

1.      General Business Meetings:  The general meetings of this Association shall be at such time and place as decided by the Board of Directors.   Written notice of the meetings shall be given to the membership at their last known address or through electronic notification.  Meetings shall be announced at least fourteen (14) days in advance.

These meetings are intended to accomplish the following goals:

·        Conduct general business affairs

·        Share information relevant to Mental Health needs in our State

·        Provide educational experiences for professional development and in-service

·        Afford the public an opportunity to become aware of the Association’s purpose, focus and functioning

There will be at least one (1) general business meeting per year held in the spring.  This spring meeting shall be considered the Association’s annual meeting. 

2.      Special Meetings:  The President of the Board of Directors shall, upon the written request of 25% of said Board, call special meetings after giving notice to the membership by mail at their last known address or through electronic means.

ARTICLE V: Board of Directors

1.      Property and Business:  The property and lawful business of the Association shall be held and managed by the Board of Directors.

2.      Functions/Duties:  The Board of Directors shall manage the business and affairs of the Association and make all necessary rules and regulations not inconsistent with the law or with these bylaws.

3.      Voting:  Each member of the Board of Directors shall have one vote.

4.      Terms of Board Members:  Every Board position shall be held for one (1) year.  No individual shall serve for more than three (3) consecutive years in one position. 

5.      Board Qualifications:  The Board shall consist of four (4) elected officers and the past-president, who comprise the Executive Committee, the chairs of the standing committees, and three (3) to seven (7) members at large.   All Board members shall be members of the Association. 

6.      Election:  An election of the Board of Directors shall be held every year at the annual business meeting in the spring.  Notice of the slate of candidates shall be submitted to the members no later than fourteen (14) days prior to the annual business meeting.  Newly elected Board members shall take office following the election.

7.      Resignation and Vacancies:  Any Board of Directors member may resign as a member at any time, by written notice to the Association.  Replacements for resignations or vacancies occurring on the Board during a term of office shall be appointed by the President, subject to approval of the Board, and shall serve the unexpired term.

8.      Removal:  Any member of the Board may for cause at any general business, or special membership meeting called for the purpose, be removed from office by a two-thirds vote of the voting members present.  Sixty (60) days written notice shall be given to the member by registered mail to the last known address as shown on the records of the Association.  The member shall have the right of appeal before the Board of Directors.

9.      Regular meetings:  The Board shall meet at least quarterly each year upon the call of the President.  Ten (10) days notice shall be given for regular meetings of the Board.

10.   Quorum:    More than one-half (1/2) of the Board of Directors membership must be present to constitute a quorum at all meetings.  A majority vote of the members present shall decide all questions except as specified differently elsewhere in these bylaws.  Board of Directors decisions can be overruled by a two-thirds (2/3) vote of the Association membership.

ARTICLE VI:  Officers of the Board

1.      Election of Officers: At the annual business meeting, the members shall elect the Officers, except the Past President from either among the current board members or among the new slate of candidates.  The Officers shall be a President, Vice-President, Secretary and Treasurer.  The Past President shall be a non-elected, ex-officio Officer.  The Board of Directors may also elect or appoint such other officers as they may deem necessary.  The term of office shall be one (1) year.  No individual may serve more than three (3) consecutive terms in one position.

2.      Resignations and Vacancies:  Any Officer may resign from office at any time, by written notice to the Board of Directors.  In the event of resignation or vacancy occurring in any office, the Board of Directors shall be empowered to elect a Board member to fill the unexpired term of that office.  In the event of a vacancy in the office of the President, the Vice-President of the Board shall fill the duties of that Office for the remainder of the term.

3.      President:  The President shall preside at all meetings of the Board of Directors and at all meetings of the Association.  The President shall officially represent the Association whenever necessary. 

4.      Vice-President: The Vice-President shall perform the duties of the President of the Board if that officer is either absent or unable to serve. 

5.      Secretary:  The Secretary shall be responsible for overseeing and/or delegating all routine correspondence necessary for the business of the Association, and shall keep a record of the minutes of all meetings of the Association, the Board of Directors meetings, and shall perform all other duties delegated to that office.

6.      Treasurer:  The Treasurer shall oversee and report to the Board of Directors the Association’s financial status and the financial implications of actions being considered by the Board.  In addition, the Treasurer shall oversee the auditing process, supervise the receipt of all monies of the Association, oversee the keeping of an accurate record of all receipts and expenditures, and supervise pay out of all funds approved by the Association or Board of Directors.  The Treasurer shall present a financial statement when requested to do so by the Board of Directors and shall give a full financial report at the annual business meeting. 

7.      Removal:  Any officer or agent appointed or elected to the Board of Directors may be removed from office by a two-thirds (2/3) vote of the Board whenever in their sole judgment the best interests of the Association will be served thereby, or if other sufficient cause exists for removal.  The officer or agent shall have the right of appeal before the Board of Directors. 

ARTICLE VII: Committees

1.      Officer-lead Committees:  There shall be the following officer-lead committees with the following duties.

·        The Executive Committee, which shall be comprised of the four elected officers and the Past President and which shall be chaired by the President.  This Committee shall manage the business and affairs of the Association during any period when the Board of Directors is not meeting. 

·        The Nominating and Bylaws Committee, which shall be chaired by the Vice-President.  This Committee shall identify nominees to be elected to the Board and periodically review and propose any necessary amendments to these bylaws.  Membership of this Committee shall include members of the Association who are non-Board members.

·        The Finance Committee, which shall be chaired by the Treasurer.  This Committee shall assist the Treasurer in developing an annual budget and renewing ongoing financial information.  Membership of this Committee may include members of the Association who are non-Board members.

2.      Standing Committees:  At the annual business meeting, the members shall elect standing Committee Chairpersons. Committee membership shall be recommended by the Chairperson of each standing committee and ratified by the Board of Directors.  Committee members may be members of the Association who are non-Board members.

The duties of all committees shall be as prescribed by the Board of Directors and these bylaws.  Any studies, findings, and recommendations of committees shall be reported to the Board for consideration and action, unless otherwise determined by the Board. 

There shall be the following standing committees:

·        The Education Committee

·        The Marketing and Outreach Committee

·        The Advocacy Committee

·        The Endorsement Committee

3.      Special Committees:  The President of the Board may appoint other committees and designate the committee chairs.

4.      Resignations and Vacancies:  Any committee chair may resign from office at any time, by written notice to the Board of Directors.  In the event of resignation or vacancy of a committee chair, the President shall be empowered to appoint a member to fill the position. 

5.      Removal:  Any committee chair may be removed from office by a two-thirds (2/3) vote of the Board whenever in their sole judgment the best interests of the Association will be served thereby or if other sufficient cause exists for removal.  The committee chair shall have the right of appeal before the Board of Directors. 

ARTICLE VIII:  Miscellaneous

1.      Amendments:  These bylaws and the Articles of the Association Functions may be amended at any general or special meeting of the Association by a two-thirds (2/3) vote of the voting members present or by signed proxy.  Notice of the proposed amendment must be presented in writing or distributed to the entire membership electronically at least thirty (30) days prior to the meeting at which it is to be considered.

2.      Fiscal Year/Dues Year:  The fiscal year and the dues year of the Association shall be from January 1 through December 31.

3.      Checks and Drafts:  All checks, drafts, demands for money, and notes or other evidences of indebtedness, issued in the name of or payable to the Association shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate by resolution. Checks over $500 shall require two (2) signatures.  No individual may sign a check from the Association that is made to him or herself, except that if the check requires two signatures, that person’s signature may be one of the two required signatures.

4.      Other Instruments:  The Board of Directors of the Association may in any instance designate the an officer or officers or other person or persons to have authority to execute any contract, conveyance, or other instrument on behalf of the Association, or may ratify or confirm any such execution.

5.      Funding:  The Board of Directors shall approve the dispersal of any Kansas Association of Infant and Early Childhood Mental Health funds relating to special projects and other programming in infant and early childhood mental health.  The Board of Directors shall evaluate each dispersal of funds to be sure that the dispersal falls within the guidelines for expenditure of funds by non-profit, tax exempt  organizations.   In addition, evaluation of the program at completion and other designated time may be required by the Board.

6.      Annual Financial Statement:  An independent accounting firm shall be contracted with to produce an annual financial statement for the Board’s review.

7.      Funds not in Use:  All funds of the Association not otherwise employed shall be deposited to the credit of the Association in such banks, trust companies, or other depositories as the Board of Directors may select.

8.      Affiliation:  The Kansas Association for Infant and Early Childhood Mental Health is an Association affiliate of the World Association for Infant Mental Health.

9.      Dissolution of the Association: 

In the event of dissolution or liquidation of the Kansas Association for Infant and Early Childhood Mental Health, which shall be determined by the Board of Directors, none of the property or proceeds of the Association shall be distributed to any director or officer of the Association.

Upon the dissolution of this Association, after the Board discharges all the liabilities of the organization and resolves any contractual responsibilities, all remaining property or assets shall be given to the World Association for Infant Mental Health, the parent organization of which this Association is an affiliate Association.

This donation would be done recognizing that the World Association for Infant Mental Health is organized and operated exclusively for scientific and educational purposes and is a non-profit organization that fulfills the requirements of section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future tax code), or shall be distributed to the federal government, or to a state or local government, for a public purpose.  Any such assets not so disposed of shall be disposed by the court of Common Pleas of the county in which the principal office of the Association is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IX:  Executive Director

1.      Hiring and Oversight: The Executive Committee may employ an Executive Director as the chief executive officer of the Association at such level of compensation as may be agreed upon with the Committee.  The job description for the position of Executive Director shall be developed by the Executive Committee, and the Executive Committee shall review the Executive Director’s performance annually according to mutually established goals. 

2.      Duties:  The duties of the Executive Director shall include:

·        To manage the work of the Association under the direction and control of Board of Directors

·        Subject to such policies and budgetary restrictions as may be established by the Board of Directors, to employ, supervise, direct and have control of all other employees and personnel

·        Other duties as assigned by the Board or Executive Committee

Article X:  Conflict of Interest

Directors, Officers, committee or task force members or employees may have financial interests that conflict with the interests of the Association.  Such conflicts of interest are not inherently illegal nor are they to be regarded as a reflection on the integrity of the Board, committee members or staff; however, the Board shall act with conscious regard to potential conflicts of interest in order to safeguard the interests of the Association and ensure that such individuals shall not personally and inappropriately benefit from the decisions they make.  To do so, the Board shall adopt a conflict of interest policy that helps Directors, Officers, committee or task force members and employees identify potential conflicts of interest and ensure the Board places the interest of the Association foremost in its dealings. 

Article XI:  Statement of Non-Discrimination

The Association shall not discriminate against any person because of race, creed, disability, color, ethnicity, religion, sexual orientation or gender in all its activities.

CERTIFICATE OF THE SECRETARY

I, the undersigned, do certify:

That I am the duly elected Secretary of the Kansas Association for Infant and Early Childhood Mental Health, a Kansas nonprofit unincorporated association, and

That the foregoing Bylaws of _________ pages, constitutes the bylaws for the Kansas Association for Infant and Early Childhood Mental Health, as duly adopted at a meeting of the Board of Directors held on the _______ day of _________, 200__.

________________________

(Name) Secretary