ARTICLE IV: BOARD OF DIRECTORS
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.