Professional Family Child Care Association
Ammended March 1, 2014
Name, Registered Office, and Registered Agent
Section 1.01. NAME: The name of this non-profit corporation is PROFESSIONAL FAMILY CHILD CARE ASSOCIATION OF UTAH.
Section 1.02. STATUS: Professional Child Care Association of Utah (the ‘Association’) is a Utah non-profit corporation.
Section 1.03. Registered Office: The address of the registered office of the Association shall be the same as the then current president of the Association.
Section 1.04. Registered Agent: The registered agent of the Association shall be the then current president of the Association.
Section 2.01. Mission Statement: “The Professional Family Child Care Association of Utah is dedicated to inspire children to reach their full potential through supporting our family child care providers by increasing quality improvement, raising awareness and encouraging professionalism”.
Section 2.02. Organizational Goals:
To raise public awareness of the need for quality child care.
To offer professional development opportunities and training for providers.
To increase membership benefits.
To set up Chapters where members can collaborate with other child providers.
To collaborate with other professional organizations and agencies.
Section 3.01. Members: Any person who is engaged in providing family child care, in the advocacy of professional child care, or who supports providing and enhancing professional child care, and who is current in the payment of the membership fee, as established from time to time by the Executive Board of the Association, may become a Member of the Association.
Section 3.02. Rights of Members: All Members, upon payment of all annual dues, shall become eligible for all rights, benefits, and responsibilities of membership as set forth in the bylaws and policies of each level of the Association.
Section 3.03. Annual Membership Meeting: The Members shall hold an annual membership meeting of the Association on the day and at the hour as determined by the Executive board. The failure, however, to hold an annual membership meeting shall not affect the good standing of the Association.
Section 3.04. Special Meetings: Special Meetings of the members of the Association may be called by the President, by a majority of the Executive Board, or at the written request of ten percent of the Members who are in good standing. The written request shall be directed to the President or Secretary of the Association, and the Secretary shall, upon receipt of said written request, give notice of a special meeting.
Section 3.05. Place of Meeting: Meetings of the Members shall be held at such place the Executive Board may from time to time select.
Section 3.06. Voting Rights: All questions to be decided by Members shall be determined by the affirmative vote of the majority of the Members unless otherwise specifically provided by statute. Each Member is entitled to one vote. Ballots for votes can be delivered in person, by mail, fax or e-mail. Mail in, fax or e-mail ballots must be received by the date determined by the board. Membership shall be informed of items to be voted upon no later than four weeks prior to the time ballots are due.
Section 3.07. Quorum: There are no quorum requirements for the meetings of Members, and those Members attending may conduct such business as may properly be considered at those meetings.
Section 3.08. Chapters: The Members may be organized in various geographical areas of the State of Utah as Chapters of the Association, according to their place of residence or where they conduct their professional family child care business. Chapters shall have a Chapter Director and Secretary, who shall be elected by the Members of the Chapter and have such responsibilities as the Executive Board may from time to time, determine. The Executive Board shall have the authority to designate, from time to time, the geographical boundaries of the Chapters and the length of time in office. Members may attend any Chapter meeting in any geographical boundary they choose.
Section 4.01. Membership fees: Fees shall be set by the Executive Board for the purpose of covering Association expenses incurred and to defray such other Association expenses as the Executive Board may determine. A portion of the membership fees, as determined by the Executive Board, shall be distributed to the various local chapters of the Association.
Section 5.01. Executive Board: The business and affairs of the Association shall be managed by its Executive Board, each of who shall be a Trustee of the Association. The members of the Executive Board include the President, Vice President, President-Elect, Secretary, and Treasurer. The Executive Board shall be charged with determining the policies or changes therein within the limits of the by-laws, carrying out the functions of the Board and the actions of the Executive committee shall be acts of the Board.
Section 5.02. Governing Board: The Governing Board shall consist of all the officers and local affiliate representatives. The size of the Board shall not be less than six and not more than fifteen. No person shall serve on the Board unless that person is a member of the Association.
Section 5.03. Term: Each of the Members of the Executive and Governing Board shall serve for a term of two years and until her or his successor shall be elected and shall qualify.
Section 5.04. Elections: At all elections of Trustees, each Member shall be entitled to one vote for each Trustee to be elected. A majority of the votes cast shall elect a Trustee.
Section 5.05. Elections: Elections shall be accomplished by February 25th of each year by a mail, fax or e-mail ballot vote. Election results shall be published online and in the first issue of the Association newsletter following the completion of the election. New Board Members begin their term on March 1.
Section 5.06. Place of Meeting: The meetings of the Executive and Governing Board may be held at any place, within the State of Utah, that the President may designate or that a majority of the Executive Board may, from time to time, designate by resolution. Special meetings of the Executive Board may be called by the President or the Secretary upon the written request of two Trustees.
Section 5.07. Notice of Meeting: Notice of the regular meetings of the Executive Board need not be given. Notice of each special meeting shall state the time and place of the meeting and shall be given to each officer at least forty-eight hours before the meeting. This notice may be given personally, by e-mail, faxed, or by sending a copy of the notice through the United States Mail.
Section 5.08. Quorum: At any meeting of the Executive Board, a majority of the Trustees must be present in person or by Face-time to constitute a quorum for the transaction of business. An Executive Board shall require the affirmative vote of a majority of all Trustees present.
Section 5.09. Vacancies: Vacancies on the Executive Board shall be filled by a majority of the remaining Members of the Executive Board. Each Trustee so selected shall serve until her or his successor shall be elected and shall qualify.
Section 5.10. Removal of Officers: Any one or more of the Trustees may be removed either with or without cause, at any time, by a vote of a majority of the Members at a regular or special election called for that purpose. When any Trustee is removed, the vacancy shall be filled, in the manner specified in section 5.07. The new Trustee shall serve the unexpired term of the removed Trustee.
Section 6.01. Officers: The Association shall have a minimum of five officers, namely a president, vice president, president-elect, secretary, and treasurer. The Executive Board may specify other offices of the Association in addition to the president, vice president, president-elect, secretary and treasurer. And is authorized to elect persons to those offices from among the Trustee. A majority of the votes cast shall elect, unless more than 2 persons are nominated for an office, in which event a plurality of votes cast shall elect.
The Executive Board shall set, from time to time, the term of each office and the intervals at which elections for each office shall occur.
Section 6.02. Duties of Officers: The general duties and powers of the officers of the Association shall be as follows:
President: The President shall preside at all meetings of the Executive Board and is the presiding official of the Association; shall have general management responsibility of the Association and its activities; shall delegate responsibilities to the various committees established by the Executive Board; shall review and have general oversight of the work of all committees of the Association and offer support, as necessary; shall appoint committee chair persons, as necessary; shall preside at group meetings; shall be the spokesperson for the Association; shall present at the annual meeting of the Members a report of the condition of the affairs of the Association and shall cause regular and special meetings of the Members and the Executive and Governing Board to be called in accordance with these bylaws. The President shall appoint and remove, employ and discharge, and fix the compensation of all agents, employees and clerks of the Association, other than the duly appointed officers, subject to the approval of the Executive Board. The President or other officer authorized by the Executive board, shall sign and make contracts and agreements in the name of the Association; shall see that the books, reports, statements and certificates required by the laws of the State of Utah are properly kept, made and filed according to the law; Submits proposed budget to the treasurer by March 1st annually; The President may not serve on the electing and nominating committee. The President shall enforce these bylaws and perform all the duties incident to the position and office which are required, and shall do such other things as the Executive Board may authorize.
Vice President: The Vice President shall, during the absence and inability of the President, render or perform the duties or exercise the powers of the President as set forth in these bylaws. When so acting, the Vice President shall have the power and be subject to all the responsibilities of the President of the Association. The Vice President shall maintain compliance with grant requirements and bringing sponsorship funding to the organization; assures that the Association maintains compliance with Federal, state and local requirements for operation of a non-profit organization; with the President-Elect write and keep current the requirements for semi-annual CDA awards; and such other things as the Executive Board may authorize from time to time.
President-Elect: The president-elect shall, work with the vice president in obtaining grants, sponsorship funds and donations and be a presence in the community; assist in finding regional chapter directors and assist the chapter liaison to set up new chapters in each Region; assure all affiliate memberships and organization deadlines for outside assistance are met; with the Vice President write and keep current the requirements for semi-annual CDA awards; assist the president; and such other things as the Executive Board may authorize from time to time.
Secretary: The Secretary shall record and distribute the minutes of each meeting of the Executive and Governing Board. These minutes will be e-mailed within seventy-two hours of said meeting for the Boards review. Minutes then must have the presidents and secretary’s signature before they are filed. The secretary shall maintain a file and record of all minutes of the meetings of the Executive and Governing Board meetings; shall prepare the agenda under the direction of the president for the Executive Board meetings; keep president informed of all affiliate, outside board, and other extended association meetings upcoming; shall keep informed about legislative activities and issues affecting child care and inform the Executive Board regarding these; and shall do other things as the Executive Board may authorize.
Treasurer: The Treasurer shall have the responsibility for the funds of the Association and see to it that all funds are deposited in the name of the Association in such bank or banks, trust company or trust companies, or safety deposit vaults as the Executive Board may designate; The Treasurer shall exhibit upon reasonable prior notice, the books and accounts of the Association to any Member of the Executive Board; shall cause a statement of the condition of the finances of the Association to be rendered at the regular meetings of the Executive Board and at such other times as the Executive Board may require, and a full financial report at the annual meeting of the Members; shall cause to be kept correct books of account of the Association’s business and transactions and such other books of account as the Executive Board may require; shall be sure the Association keeps in line with the 501(c)(3) requirements; file any and all Internal Revenue required documents in a timely manner. The Treasurer shall also do such other things as the Executive Board may authorize.
Execution of Instruments, Borrowing Money, and Deposit of Association Funds
Section 7.01. Execution of Instruments: Contracts, deeds, documents and all instruments shall be executed in the name of the Association and shall be signed by the President or such other officer as the Executive Board designates by resolution. No officer or agent of the Association, either singly or jointly with others, shall have power to make any bill payable, note, check, draft, warrant or other negotiable instrument, or endorse the same in the name of the Association, or contract or cause to be contracted, any debt or liability in the name or in behalf of the Association, except as herein expressly prescribed and provided.
Section 7.02. Loans: No loans shall be contracted on behalf of the Association, and no negotiable paper shall be issued in its name, unless authorized by the Executive Board. When so authorized, the President or other officer, may affect loans and advances for the Association from any bank or other institution, or from any individual; and for such loans and advances may make, execute and deliver promissory notes or other evidence of indebtedness of the Association.
Section 7.03. Deposits: The Executive Board is authorized to select such depositaries as it shall deem proper for the funds of the Association. All checks and drafts against such deposited funds shall be signed by the person or persons designated by the Executive Board by written resolution.
Section 7.04. Checks: All checks shall be signed by such officer(s) of the Association and in such a manner as the Executive Board may, from time to time determine by written resolution.
Section 8.01. Amendments: These bylaws may be altered, amended, repealed or added to by the affirmative vote of the Members of the Executive Board. Members attending the annual meeting will be notified of the changes and have a copy of the updated bylaws available for their viewing
Policy of Non-Discrimination
Section 9.01. Policy: No person shall be excluded from participation in, be denied the benefits of, or be subjected to discrimination in any of our programs or activities available through PFCCA on the basis of race, color, sex, religion, creed, political belief, national origin, linguistic and language difference, sexual orientation, socio-economic status, height, weight, marital or familial status or disability.
Prohibition Against Sharing in Association Earnings
Section 10.01. No Member, Trustee, officer or other private persons connected with the Association, shall receive any of the net earnings or pecuniary profits from the operations of the Association. This shall not prevent, however, the payment to any such person of reasonable compensation for services rendered to or for the Association in effecting any of its purposes. No such person or persons shall be entitled to share in the distribution of any of the Association’s assets upon the dissolution of the Association.
Disposition of Net Earnings - Political Activities
Section 8.01. No part of the net earnings of this Association shall inure to the benefit of or be distributable to its Members, Trustees or officers or other private persons, except that the Association shall be authorized and empowered to pay reasonable compensation or provide reasonable scholarships in furtherance of the exempt purposes for which it was formed.
- No substantial part of the activities of the Association shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the Association shall not participate in or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these bylaws, the Association is prohibited from carrying on any activities not permitted to be carried on (a) by a corporation exempt from federal income tax under §501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) or (b) by a corporation, contributions to which are deductible under §170(c)(2) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law).
Disposition of Assets Upon Dissolution
Section 12.01. Upon dissolution of the Association, the Executive Board shall, after paying or making provision for the payment of all the liabilities of the Association, dispose of all of the assets of the Association exclusively for the purposes of the Association in such a manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious or scientific purposes as shall at the time qualify as an exempt organization or organizations under § 501(c)(3) of the Internal Revenue Code of 1954 (or the corresponding provisions of any future United States Internal Revenue Law) as the Executive Board shall determine. Any such assets not so disposed of shall be disposed of in accordance with the laws of the State of Utah relating to non-profit corporations and exclusively for such purposes or to such organization or organizations, as the court having jurisdiction shall determine, which are organized and operated exclusively for such purposes.
Section 13.01. Severability: The provisions of these Bylaws shall be deemed independent and severable, and the invalidity or partial invalidity or unenforceability of one provision shall have no effect upon the validity or enforceability of any other provision of these Bylaws.