By-Laws

CHILDREN’S ALLIANCE OF KANSAS
BY-LAWS

Article I
Name

Section l. The name of the organization is: CHILDREN’S ALLIANCE OF KANSAS.

Section 2. The effective date of these by-laws will be upon their adoption by the Membership.

Article II
Objectives

Section I. The objectives for which the ALLIANCE is formed are: a) to provide a means for the exchanges of ideas, information and the discussion of subjects related to the care and treatment of children and strengthening of families, b) to support and encourage the raising of professional standards of services provided to children and families, c) to provide expert assistance in the drafting and promotion of legislation, regulations and standards for the provision of services to children and families, d) to educate and elicit public interest in issues affecting children and their families, e) to take positive action to safeguard and advocate for the welfare of all Kansas children, f) to enhance cooperation among agencies through communication and mutual understanding, g) to encourage professional development in the field through education, research and training.

Article III
Membership

Section l. Full Membership: The Board shall consist of agencies who are represented by designated regular employees of the agency. Board membership shall consist of agencies licensed by the Kansas Department of Health and Environment as a Group Home, Residential Center, or Child Placing Agency that have Provider Agreements or contracts with the State of Kansas to provide group home services, residential center services, child placing agency services. Agencies that have a contract with the Children’s Alliance to provide services can also be considered for membership. Applications for membership must document current status of the agency and be reviewed by the Executive Committee to determine eligibility for membership and to establish dues.

Section 2. Associate Membership: The Board may establish such other classes of
membership and guidelines, that it deems necessary from time to time.

Article IV
Directors

Section l. The Board of Directors shall be responsible for the following: a) select and remove the Executive Director of the ALLIANCE, b) fix the compensation of the Executive Director of the ALLIANCE, c) conduct, manage, and control the affairs and business of the ALLIANCE in accordance with the provision of these By-Laws, and d) establish categories and requirements of membership and an equitable dues structure.

Section 2. The Board of Directors will elect an Executive Committee and may delegate to the Executive Committee any of the powers of the Board in the business and management and affairs of the ALLIANCE. It will also be the responsibility of the Board to authorize the establishment of other committees.

Section 3. Each voting member agency of the ALLIANCE shall have representation on the Board of Directors. A majority of the Directors shall be Administrators of the voting member agency. Each voting member agency shall designate a representative to the Board that can exercise authority on the part of that voting member agency with regard to actions taken by the ALLIANCE. The Board of Directors will be responsible for ensuring: 1) a budget is established for each fiscal year starting July 1st of every calendar year; 2) dues structures are established and; 3) the creation and ongoing monitoring of an operational policy and procedural manual.

Section 4. The majority of the Directors present shall constitute a quorum for the transaction of the business at any meeting of the Board. An act of a majority of Directors or their designated representative present at a meeting, in which a quorum is present, shall be the act of the Board. Each voting member agency of the Board of Directors present shall have one vote.

Section 5. Meetings of the Board of Directors or any committee meetings may be held by means of conference telephone or other similar communications equipment, provided that all persons participating in the meeting can hear one another. Votes by the Board of Directors may be administered through e-mail or other similar means to confirm actions taken on Board conference calls or other similar methodologies.

Article V
Officers

Section 1. The officers of the Board of Directors of the ALLIANCE shall be the President, Vice President, Secretary, Treasurer and Immediate Past President. All Executive Committee Offices are elected positions. Members are encouraged to run for office, but are limited to seeking only one office per election cycle. Officers shall be from voting Member agencies, which are current in their dues payment schedule, elected by the Members at the Annual Meeting, and shall hold office for two (2) years

Section 2. Qualifications for Officers and Candidates for Office. The designated representative from a voting member agency, in good standing for at least one year, is eligible to run for Executive Committee office. All representatives of a voting member agency nominated for an Executive Committee post must agree to work for
the benefit of all member agencies and to serve in the position if they are elected.

Section 3. Balloting Process. Ballots containing the final slate of nominees for Executive Committee Office will be submitted electronically (by e-mail) to the designated representative for each member agency. Members will then have five working days to vote. Members will return the ballots electronically (by e-mail) to the Children’s Alliance office. For purposes of confidentiality, the Executive Director will submit them to the Past President without identifying information. The Board will be notified of the outcome of the election electronically prior to the Annual Meeting.

Section 4. Resignation of Executive Committee Members. The resignation of an executive committee member is effective upon receipt by the Secretary of the Board of a written notification. Vacancies will be filled as quickly as possible by a special election of the Board of Directors.

Section 5. General Responsibilities of the Executive Committee.
The responsibilities of the Executive Committee are as follows:

  • Make recommendations to the Board on the employment and compensation of the Executive Director.
  • To appoint an audit committee for the Children’s Alliance
  • To serve as a sounding board/advisor to the Executive Director.
  • Act as a small study group to look at issues and develop recommendations/questions to be presented to the Board as a whole.
  • Represent the Board/Children’s Alliance in activities requiring signatures of the Executive Committee members that have received prior authorization by Board action.
  • Represent the Board and membership at activities and ceremonies.

Section 6. The President shall a) preside at all meetings of the ALLIANCE, b) call special meetings as deemed desirable, and c) serve as an ex-officio member of all committees and d) make committee appointments as necessary.

Section 7. The Vice President shall assume the duties of the President in the event of the President’s absence, the President’s resignation, or the President’s inability to perform the duties of the office. The Vice President shall chair the Audit Committee. The Vice President may undertake any other reasonable duties assigned.

Section 8. The immediate Past President shall serve as a member of the Executive Committee, shall chair the Nominating Committee, and may undertake any special duties assigned.

Section 9. The Secretary shall provide oversight for the minutes of the official meetings of the ALLIANCE.

Section 10. The Treasurer shall provide oversight for all funds of the ALLIANCE.

Article VI
Committees

Section 1. Nominating Committee. The Nominating Committee shall be composed of the Past President and two representatives of the Board at-large. The committee shall be charged with identifying candidates for positions of President, Vice President, Secretary and Treasurer. The Nominating Committee will develop a slate of candidates by actively soliciting candidates for all positions from the membership with the goal of having multiple candidates for each position. Nominations will be submitted to the Past President. All nominees who fit the criteria and qualification will be included on the slate. Agency representatives nominated for multiple offices will be asked to select the office for which they would like to be considered. The Nominating Committee will identify candidates for any unfilled positions. The slate of candidates prepared by the nominating committee will then be circulated among members of the Board, and the Board will be given an additional five days to submit nominees.

Section 2. Audit Committee. The Audit Committee shall be chaired by the Vice President of the Board and be composed of two other non-Executive Committee Board members. The Committee will be responsible for representing the Board in discussions with Alliance’s private auditing firm. Before the end of each fiscal year, year the Audit Committee will review audit findings for the previous fiscal year and prepare recommendations and the auditing process as necessary.

Section 3: Membership Committee. The Board President shall appoint a Member of the Board to serve as Chairperson for the Membership Committee. At least two other members of the Board will be appointed to serve on the Committee in addition to the Chair. The Committee will be responsible for establishing and monitoring a Board member recruitment plan and recommending to the Executive Committee a dues structure for Full Membership for the Alliance.

Article VII
Meetings

Section 1. The Annual Meeting of the ALLIANCE shall be held at a date determined by the Board of Directors. At least three (3) other meetings of the ALLIANCE shall be held during the year.

Section 2. Adequate notice will be given for all meetings.

Article VIII

Section l. Dues. To provide for general operating funds to meet ordinary costs incurred in regular transactions of the ALLIANCE, an appropriate dues structure shall be determined by the Board of Directors for all categories of membership. Notification of any proposed changes in the dues schedule must be sent to the members not less than ten (10) working days before the meeting at which the
proposed changes are to be presented. A dues payment schedule will be established by the Board of Directors. The dues structure of the organization will be reviewed by the Board annually.

Section 2. Conflict of Interest. No contract or other transaction between the ALLIANCE and one or more of the Alliance Directors or any other corporation, firm, association or entity in which one or more Director(s) are associated shall be entered into, unless the fact of such relationship or interest is fully disclosed or known to the Board of Directors which authorizes and approves the contract or transaction by vote, without counting the votes of such interested Directors.

Section 3. Fiscal Year. The Board of Directors shall have the powers to fix the fiscal year of the ALLIANCE.

Article IX
Anti-Discrimination Clause

The ALLIANCE agrees to comply with the Kansas Act Against Discrimination (K.S.A. 44-101 et seq.), Kansas Age Discrimination in Employment Act (K.S.A. 44-111 et seq.), the applicable provisions of the American with Disabilities Act (42-U.S.C. 12101 et seq.) (ADA), and to not discriminate against any person because of race, religion, color, sex, disability, national origin or ancestry, age in the admission
or access to, or treatment or employment in its programs or activities.

Article X
Amendments

Section 1. Voting members shall have the authority and the power to amend the By-Laws of the ALLIANCE by a vote of the majority of the voting members.

Section 2. Notification and distribution of proposed amendments must be provided to Members not less than ten (10) working days before the meeting at which the proposed amendments are to be acted upon by the Members.