SECTION I: NAME
The name of this organization shall be the National Association for Family Child Care (NAFCC).
SECTION II: MISSION
The mission of the National Association for Family Child Care is to support and leverage a nationwide network of educational professionals in expanding and promoting the power of family child care.
NAFCC’s goals are:
SECTION I: CLASSES OF MEMBERSHIP
1. The Association shall have at least two categories of membership; Individuals who seek to become members of NAFCC and its Chapters must join at two levels, National and Local Chapter, unless there is no Local Chapter designated for a member’s service area. Members can choose their Chapter without geographic constraints or be assigned the Local Chapter that is chartered to serve the member’s service delivery area. If no Chapter services are available in a member’s area, members will only join NAFCC and have the discretion of choosing to join a Local Chapter.
2. All NAFCC members (except for Forever Friends and Lifetime Members) join under one of the following classes (Peer Level, Ambassador, Executive, Family) at the price points set forth, which entitles the member to a benefit package to be established each year, upon payment of the requisite dues. The Board shall further have the authority to establish such additional subclasses of members as it may from time to time determine.
Individuals who purchased Forever Friend memberships or qualified for lifetime memberships before January 1, 2021 will retain this membership category for their lifetime. They will be grandfathered into the new membership structure and will receive related benefits for their appropriate category. Lifetime membership applies to NAFCC membership only, not the Chapters. Lifetime members will continue to pay for renewal at the Chapter level.
SECTION II: MEMBERS IN GOOD STANDING
A member in good standing is a member whose dues are current and who supports the mission and goals of NAFCC.
SECTION III: DUES
The Board of Directors shall determine from time to time the amount of the annual dues payable to NAFCC by members of each class and shall give notice to the members.
SECTION IV: TERMINATION OF MEMBERSHIP
Membership may be terminated for non-payment of annual dues. Membership may also be terminated by a majority vote of the Board of Directors if the Board determines that there are sufficient grounds. Sufficient grounds may include, but are not limited to, causing injury to NAFCC’s good name, disturbing its well being or hampering its work.
SECTION V: MEETINGS OF ASSOCIATION MEMBERS
1. Annual Meeting: The annual meeting of the members shall be held at the NAFCC conference. All Directors to be elected shall be elected by mailed or electronic ballot not later than March 1 of each year. Ballots shall be sent out to all members in good standing and returned to NAFCC or its designee, and newly elected Directors will be introduced to the members at the annual meeting.
2. Special Meetings: Special meetings of the members may be called at any time by the President or the Board, or upon request in writing signed by at least ten percent (10%) of the members entitled to vote and stating the purpose. Written notice of any meeting of members must be sent to the members by postal or electronic mail thirty (30) days in advance of the proposed meeting.
SECTION VI: VOTING
At all meetings of the members, every voting member in good standing shall have one vote. Voting may be either in person or by a proxy appointed by an instrument in writing. All proxy instruments shall be filed with the NAFCC Secretary and postmarked or transmitted electronically fourteen (14) days prior to the meeting. All elections shall be decided by a majority of the votes cast, except as otherwise provided by law, by the Articles of Incorporation or by these bylaws.
SECTION I: COMPOSITION AND QUALIFICATIONS
1. Composition: The Board shall consist of no fewer than ten (10) and no more than fifteen (15) Directors, including the Officers, the Affiliate Council Delegate, the Membership Council Delegate, and at least four (4) Members at Large.
2. Qualifications for Board Members: All nominees for the Board of Directors shall:
a. be individual members of NAFCC in good standing;
b. have a skill set that will benefit NAFCC; and
c. agree to promote the mission and goals of NAFCC.
3. Additional Qualifications for President: In addition to the general qualifications for Director, nominees for President are preferred to have served on the Board for at least two (2) years prior to taking office.
SECTION II: RESPONSIBILITIES
1. General Responsibilities: The property and business of NAFCC shall be managed under the direction of the Board, and all powers of NAFCC shall be exercised by the Board except those reserved to the members by law, by the Articles of Incorporation, or by these bylaws.
2. Specific Responsibilities: The Board shall have the following responsibilities:
a. To formulate policies and goals by which staff will administer the operation of NAFCC;
b. To promote the mission and goals of NAFCC and maintain positive relationships with family child care providers, advocates and organizations;
c. To support and promote NAFCC Accreditation for family child care providers; and
d. To perform all other fiduciary duties incumbent upon Board Members.
SECTION III: TERMS OF BOARD MEMBERS
1. Length of terms: All Directors except the President shall be elected or appointed to serve a term of three (3) years, or until the Director’s death, resignation or removal from office prior to the expiration of the term. The term of the President shall be a total of five (5) years, including one (1) year as President Elect, three (3) years as President and one (1) year as Past President, or until the President’s death, resignation or removal from office prior to the expiration of the term.
2. Term Limits: No Director shall serve on the Board more than ten (10) consecutive years. This requirement may be waived by the vote of two-thirds (2/3) of the members of the Board.
3. Additional Limits for Officers: No Officer shall serve in any one position for more than two (2) consecutive full terms, provided, however, that the President shall not serve more than one (1) full term.
4. Commencement of Term: All Directors will be officially installed at the annual meeting held at the NAFCC Conference and will take office on August 1st.
5. Schedule of Elections: The Directors will be elected or appointed in three (3) classes to stagger their terms as follows:
a. In 2015 and every three (3) years thereafter, the President Elect will be elected by the members, the Membership Council Delegate will be designated by the Council, and one Member at Large will be appointed by the Board.
b. In 2016 and every three (3) years thereafter, the Vice President will be elected by the members, the Affiliate Council Delegate will be designated by the Council, and one Member at Large will be appointed by the Board.
c. In 2017 and every three (3) years thereafter, the Secretary will be elected by the members, the Accreditation Council Delegate will be designated by the Council and two Members at Large will be appointed by the Board.
SECTION IV: MEETINGS
1. Regular and Annual Board Meetings: Meetings of the board members can be conducted in-person, electronically, or virtually. The President shall set the schedule for regular Board meetings. The Board shall meet no less than two (2) times annually, in person or by conference call. The Annual Meeting of the Board shall be held at the NAFCC annual conference.
2. Special Board Meetings: Special meetings of the Board shall be called at the request of the President, or by three (3) or more Directors upon request in writing, stating the purpose of the meeting. Notice of the time, place and objective of such meeting shall be sent to each Director by e-mail or electronic communication with a request for a reply to signify delivery at least two (2) days prior to the date of such meeting. At any meeting at which every Director is present, even without notice, any business may be transacted.
3. Quorum: At any meeting, a majority of the voting members of the Board shall constitute a quorum. The Directors present at a meeting which has been duly called and convened may continue to transact business until adjournment, not withstanding the withdrawal of enough Directors to leave less than a quorum.
SECTION V: NOMINATING COMMITTEE
1. Appointment: The President shall recommend and the Board shall approve the appointment of the Nominating Committee each year no later than September 1.
2. Composition: The Nominating Committee shall consist of at least five (5) members with the same qualifications as required for Board members. At least three (3) members of the Nominating Committee shall be current or past members of the Board, and at least three (3) members of the Nominating Committee shall be current or past family child care providers. The chair of the Nominating Committee shall be a current Board member.
3. Conflict of Interest: A member of the Nominating committee may not be nominated for a position on the Board. A Nominating Committee member’s application for nomination to the Board may be considered by the Nominating Committee only if the member resigned from the Nominating Committee before any applications were received by NAFCC.
SECTION VI: COUNCILS AND COMMITTEES
1. Councils: There shall be an Affiliate Council and a Membership Council.
a. The President shall invite all Affiliates to send a representative and an alternate to participate in the Affiliate Council, and the Council shall designate the Affiliate Council Delegate to serve on the Board.
b. The Membership Council shall be made up of the sixteen (16) Membership Council Representatives elected by the members in their Regions and the Membership Council Delegate designated by the Council to serve on the Board. Representatives will be elected in 2015 and every three (3) years thereafter.
2. Committees: Additional standing, special or ad hoc committees may be established with the recommendation of the President and the approval of the Board.
a. The President shall recommend and the Board shall approve the appointment of the chairs of any standing, special or ad hoc committees.
b. The President shall be ex officio (as a function of being the President) a member of all committees except the Nominating Committee.
SECTION VII: VACANCIES
In the event of a vacancy in a Board or committee chair position, the President shall recommend and the Board shall approve a replacement to fill the vacancy. When necessary, a temporary appointment may be made by the President until the Board approves a permanent appointment. The term of the new Director will be the unexpired portion of the term of the new Director’s predecessor in office.
SECTION VIII: REMOVAL OF BOARD MEMBER
The Board may remove any Director from office by a vote of two-thirds (2/3) of the members of the Board of Directors. Written notice from the Board Secretary or President of a special meeting to take such a vote shall be sent to all Directors at least two (2) days prior to the meeting.
SECTION I: DISBURSEMENTS
All expenses must be itemized on the annual budget, or have prior approval of the Board of Directors.
SECTION II: CONTRACTS
The Board may by resolution authorize any Officer, staff member or agent to enter into any contract to execute and deliver any instrument in the name of and on behalf of NAFCC. This authority may be general or confined to specific instances.
SECTION III: REIMBURSEMENTS
Members of the Board shall receive reimbursement in accordance with current policy for expenses incurred in the performance of Board duties and/or with Board approval. No Board Member shall receive compensation for services performed as a Board Member.
SECTION I: BY THE DIRECTORS
The Board shall have the power to alter or repeal any or all provisions of the NAFCC Bylaws and to adopt new bylaws, in whole or in part, at any annual or regular meeting, or at any special meeting, if notice of the amendment is included in the notice of the special meeting, provided, however, that the Board shall not alter or repeal this Article.
SECTION II: PROCEDURES FOR BYLAW ADMENDMENTS
A Director or a voting member shall submit a written amendment proposal to the President at least two (2) weeks prior to the next scheduled Board meeting, with the exception of the annual meeting, in order for it to be voted on at the meeting. Bylaws may be amended by a majority vote of the Board or of the members.
No person shall be denied the services of NAFCC or be excluded from membership and participation therein because of race, color, sex, disability, sexual preference, age, national origin or religion. Discrimination of any kind is expressly prohibited.
NAFCC is committed to a decision making process that engages the participation of all Board members and reflects the values and diversity of the profession of family child care. A consensus model of decision making will be used at all meetings of the NAFCC Board and the members.
The fiscal year for NAFCC will be January 1st through December 31st.
In the event that NAFCC is dissolved, upon such dissolution and after all expenses are paid and all contracts fulfilled, pursuant to the provisions of the Internal Revenue Code, all assets of NAFCC shall be dedicated to a use and purpose which is tax exempt and related to the field of early care and education.
SECTION I
NAFCC shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit, or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of NAFCC) by reason of the fact that he/she is or was a director, officer, employee, or agent of NAFCC, or is or was serving at the request of NAFCC as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorney’s fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by that individual in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he/she reasonably believed to be in or not opposed to the best interests of NAFCC, and with respect to any criminal action or proceeding, had no reasonable cause to believe that his/her conduct was unlawful.
SECTION II
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, or itself, create a presumption that the person did not act in good faith and in a manner which he/she reasonably believed to be in or not opposed to the best interests of NAFCC, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his/her conduct was unlawful.
SECTION III
If a director, officer, employee, or agent of NAFCC has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to above, or in defense of any claim, issue of matter therein, he/she shall be indemnified against expenses (including attorney’s fees) actually and reasonably incurred by that individual in connection therewith.
SECTION IV
Any indemnification (unless ordered by a court) shall be made by NAFCC only as authorized in the specific case upon a determination that the indemnification of such person is proper because that individual has met the applicable standard of conduct set forth above; such determination shall be made (1) by the Board by a majority vote of a quorum consisting of directors not parties to such action, suite or proceedings or (2) if such a quorum is not obtainable, or even if obtainable, if a quorum of disinterested directors so directs by independent legal counsel in a written opinion, or (3) by members.
SECTION V
Expenses incurred in defending a civil or criminal action, suit, or proceeding may be paid by NAFCC in advance of the final disposition of such action, suit, or proceeding as authorized in the manner provided in this Section upon receipt of undertaking by or on behalf of such person to repay such amount unless it shall ultimately be determined that he/she is entitled to be indemnified as authorized herein.
SECTION VI
The indemnification provided herein shall not be exclusive of any other rights to which those indemnified may be entitled under any by-law, agreement, vote of shareholders or disinterested directors, or otherwise, and shall continue as to a person who has ceased to be a director, officer, employee, or agent and shall inure to the benefit of the heirs, executors and administrators of such person.
SECTION VII
The Board shall have power to purchase and maintain insurance on behalf of any person who is or was serving on behalf of or at the request of NAFCC arising out of his/her status as such, whether or not NAFCC would have the power to indemnify him/her against such liability under the provisions hereof.