Texas Foster Family Association By-laws & Constitution
Texas State Foster Parents, Inc.
DBA: Texas Foster Family Association
(Revised September 2025)
ARTICLE I.
CORPORATE INFORMATION
SECTION 1
CORPORATE NAME: The name of the corporation shall be known as the TEXAS STATE FOSTER PARENTS, INC., sometimes referred to in these bylaws as the ASSOCIATION. The corporation is currently doing business as the Texas Foster Family Association (TFFA).
SECTION 2
NATURE: This ASSOCIATION shall be incorporated, self-governing, nonprofit, nonpartisan, nonsectarian and voluntary.
SECTION 3
PROHIBITED ACTIVITIES: The ASSOCIATION shall not engage in activities other than those which would be in the furtherance of the purposes set forth in ARTICLE I of these Bylaws and in no event shall any such activities be in contravention of law or of provisions of the Internal Revenue Code pursuant to which the ASSOCIATION may be granted tax-exempt status by the Internal Revenue Service.
SECTION 4
POLICIES:
1. The ASSOCIATION shall not discriminate against any person regardless of sex, race, color, religion, sexual orientation, national origin, age or disability.
2. The ASSOCIATION shall solicit and receive funds for the accomplishment of the purposes stated in these Bylaws.
SECTION 5
PURPOSES. The purposes for which the ASSOCIATION is formed are as follows:
A. To establish a State Association bringing together all Foster Parents, Adoptive Parents, and Kinship Caregivers of children under DFPS conservatorship (FOSTER PARENTS as defined in Article II), AGENCY REPRESENTATIVES, and all community stakeholders who wish to work together for the purposes hereinafter set forth.
B. To promote and enhance mutual coordination, cooperation, and communication among FOSTER PARENTS, private organizations established to support FOSTER PARENTS, and all state agencies and contractors responsible for substitute care and/or managing conservatorship of children.
C. To work in cooperation with public and private child placing agencies in improving foster care services.
D. To encourage recruitment and retention, and contribute to the education and training of FOSTER PARENTS and others working in the foster care system.
E. To inform the membership of the ASSOCIATION and others of the general public interested in foster care, of current information pertaining to the well-being of all children and, in particular, children needing foster care services.
F. To provide a vehicle by which FOSTER PARENTS can improve themselves and the quality of the Foster Care system in Texas.
G. To provide representation at local, state, and national Foster Parent, Adoptive Parent, and Kinship Caregiver conferences and summits.
SECTION 6
DISSOLUTION: If the corporation shall be dissolved, upon such dissolution all assets of the corporation shall be dedicated to a use and purpose for the benefit of Texas children which is tax-exempt pursuant to the Internal Revenue Code in effect.
ARTICLE II
MEMBERSHIP:
The Membership Committee shall determine the classification of potential members of this ASSOCIATION, as set forth in these bylaws and shall recommend and implement steps to maximize membership in all classification levels through member benefits and outreach campaigns.
SECTION 1
DEFINITIONS:
A. FOSTER PARENT: A person verified by a licensed Child Placing Agency in the state of Texas, or appointed by a court or other lawful means, to provide substitute care for children in a family home setting. For purposes of these By-Laws, with regard to lived experience as a foster parent to qualify for regular membership in the ASSOCIATION or service on the Board of Directors, a FOSTER PARENT meets one or more of the following:
1. A person currently caring for one or more children from the Texas foster care system in a family home setting, non-institutional in character, or whose home is open to care for such children, or whose home was closed in good standing.
2. A person, generally known as an adoptive parent, who has adopted one or more children from the Texas foster care system.
3. A person, generally known as a kinship caregiver, who is a relative or significant adult in the life of one or more children from the Texas foster care system and is providing care, or has provided care for such children in a family home setting.
4. A person living in Texas who has lived experience in at least one of the above three categories, with children from another state foster care system, and/or was verified or licensed in an equivalent means by another state or territory in the United States.
B. AGENCY REPRESENTATIVES: Employees of state agencies and contractors responsible for providing or regulating substitute care and/or managing conservatorship of children, who are appointed by their organization to coordinate activities with the ASSOCIATION. Such agencies in Texas include Child Protective Services (CPS), the Department of Family and Protective Services (DFPS), the Health and Human Services Commission (HHSC), Single Source Continuum Contractors (SSCCs), Child Placing Agencies (CPAs), General Residential Operations (GROs), and Residential Treatment Centers (RTCs).
C. COMMUNITY STAKEHOLDERS: Organizations or entities that have a vested interest in the success of children within the Texas foster care system, to include legislators, schools, child therapists, medical providers and health insurers of foster children, the child protection legal system (judges, attorneys, court appointed special advocates (CASA) ), churches and other community-based organizations developed to support foster and kinship families.
SECTION 2
MEMBERSHIP CLASSIFICATIONS: There shall be the following classes of membership available in the ASSOCIATION as follows:
A. REGULAR: A regular membership shall be available to all individual FOSTER PARENTS as defined in Section 1 above. Regular members shall have the right to vote on all matters brought to the members of the ASSOCIATION pertaining to the provisions of these bylaws or objectives and activities of the ASSOCIATION. Each member shall receive all mailings and electronic notices about the various activities of the ASSOCIATION and shall be eligible for member benefits that may be offered by the ASSOCIATION from time to time. Each regular member with at least five (5) years of lived experience as a FOSTER PARENT as defined above shall be eligible to be a candidate for any elective office of the ASSOCIATION, and each regular member with any level of experience may be appointed to serve as a chair and/or member of any of the standing or special committees of the ASSOCIATION, according to these bylaws. Any individual who continues to meet the qualifications of a regular member will retain these rights and benefits as long as they maintain their dues, even if they become eligible for membership under any of the other classifications listed below.
C. ORGANIZATIONAL: Organizational membership shall be available to all Child Placing Agencies or Residential Treatment Centers or other General Residential Operations. This membership classification, upon payment of annual dues by the organization, enables individual memberships for all FOSTER PARENTS verified by their Child Placing Agency, and for all direct care staff of the Residential Treatment Centers or General Residential Operations at no extra charge for the individual. Foster parents and direct care staff affiliated with organizational members must sign up on the ASSOCIATION website to activate their individual membership which includes the same voting rights as regular members and establishes eligibility for holding office within the ASSOCIATION. All foster parents and direct care staff who activate their individual membership under this classification, as well as any leadership team members designated by the organizational member will receive all mailings and electronic notices of ASSOCIATION activities. FOSTER PARENTS and direct care staff who activate memberships under the organizational membership classification are also eligible for member benefits that are offered by the ASSOCIATION from time to time.
D. AUXILIARY/SUPPORTIVE: Auxiliary/Supportive membership shall be available to individuals and organizations not covered in the above classifications who wish to support the purposes and efforts of this ASSOCIATION, such as community stakeholders defined in Section 1 above, adults who have lived experience as a child in a foster home setting, or child welfare professionals who are current or former employees of foster care agencies. The benefits of this membership include attending all meetings of the ASSOCIATION and receiving all mailings and electronic notices. This membership does not include individual membership for members of Organizations, nor does it include individual voting rights unless appointed to the Board of Directors
E. HONORARY: Honorary membership may be awarded by the ASSOCIATION to individuals or to Organizations who have made significant contributions to childcare programs and who thereby merit such recognition. This membership does not include individual voting rights, nor does it establish eligibility for holding office within the ASSOCIATION.
SECTION 3
DUES: Annual dues will be collected as established by the Board of Directors and documented in the Policy & Procedure Manual. Dues must be up to date to establish and retain eligibility to be nominated for or appointed to a Board of Director position or participate in elections, and to receive mailings and electronic notices of ASSOCIATION activities and receive member benefits if eligible.
SECTION 4
MEMBERSHIP YEAR: Members are eligible for the rights and benefits described in Section 2 above for one year at a time from the anniversary date of the original dues payment, for as long as dues payments remain paid on time.
SECTION 5
MEMBERSHIP DUTIES: All members should adhere to the framework of the by-laws, herein set forth, and shall work to further those purposes and objectives of the ASSOCIATION.
RESIGNATION: Any member may resign from membership at any time. Upon voluntary resignation from the ASSOCIATION, no refund of dues is made and all rights and titles such a member may have enjoyed in the ASSOCIATION shall be concluded.
SECTION 7
TERMINATION OF MEMBERSHIP: Membership may be terminated for cause (acting in a manner that is harmful to the objectives or reputation of the ASSOCIATION), as recommended by the Membership committee and decided by the Board of Directors, as outlined in the Policy & Procedures Manual. If terminated for cause, no refund of dues is made and all rights and titles the member may have enjoyed in the ASSOCIATION shall be concluded. Any member may also have his or her membership terminated for nonpayment of membership dues. Membership dues must be paid no later than 15 days after the anniversary date of original dues payment to remain in good standing.
ARTICLE III
MEMBERS MEETINGS
Section 1
ANNUAL MEETING(S): The members of the ASSOCIATION shall meet at least once annually at such location and times as the Board of Directors shall determine. Virtual meetings by any widely available video communication software platform are authorized and encouraged for such meetings.
SECTION 2
SPECIAL MEETINGS: Special meetings of the members of the ASSOCIATION may be called by the President, by a majority of the Board of Directors, or by written request filed with the Secretary with the written endorsement of no less than ten (10) percent (%) of the total voting members of the ASSOCIATION. Upon such call, the President shall fix a suitable time and place for the meeting. Any widely available video communication software platform is authorized for such a meeting as long as the voting members who called the meeting can be accommodated. The meeting shall be held within thirty (30) days of the call for a special meeting.
SECTION 3
NOTICE OF MEETINGS: Notice of members meetings shall be sent to the members by the Secretary or Technology and Communications Chair at least fifteen (15) days before the date filed for said meeting.
SECTION 4
QUORUM: Except as otherwise provided by these bylaws, those members of the ASSOCIATION who are present at the call of any meeting of the members, and who are entitled pursuant to these bylaws to vote at such meetings, shall constitute a quorum for the transaction of business.
SECTION 5
VOTING: Except as otherwise specifically provided by these bylaws, a simple majority of those members present and entitled to vote shall carry the question at any meeting of the members of the ASSOCIATION. Members eligible to vote at a general membership meeting are: all regular members who are current on dues, and any individual affiliated with an organizational membership as described in Article II, Section 2 C, who has activated their individual membership.
SECTION 6
PROXY VOTE: Members of the ASSOCIATION shall not be permitted to vote by proxy at any of the meetings of the members of the ASSOCIATION.
SECTION 7
PARLIAMENTARY AUTHORITY: The rules contained in the current edition of 'Robert's Rules of Order Newly Revised' shall govern the ASSOCIATION in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the ASSOCIATION may adopt.
ARTICLE IV
BOARD OF DIRECTORS
SECTION 1
GENERAL POWERS: The executive authority shall be invested in the Board of Directors, which shall be responsible for the day-to-day management of the ASSOCIATION.
A. EXECUTIVE DIRECTOR: The Board of Directors may contract with an Executive Director to carry out the policies and programs of the corporation. The Executive Director shall manage the day-to-day programmatic affairs of the corporation and shall report to the Board of Directors.
SECTION 2
BOARD MEMBERS: The Board of Directors shall include the following members:
A. VOTING MEMBERS:
1) President
2) 1st Vice President
3) 2nd Vice President
4) Secretary
5) Treasurer
6) Parliamentarian
7) Chair of all standing committees of the ASSOCIATION
8) Regional Foster Parent Representatives
9) Agency Representatives of up to three (3) Child-Placing Agencies, as selected by the Child-Placing Agency Committee
B. NONVOTING MEMBERS:
1) Chair of all special and/or Ad Hoc committees of the ASSOCIATION
2) Ex-Presidents Advisory Board
3) Appointed Advisory members
4) Other Agency Representatives not currently selected as Voting Members
C. VACANCIES: Board members elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of the predecessor in that office.
D. At least 51% of the voting members of the Board of Directors must currently be or have been FOSTER PARENTS as defined in Article II.
E. SELECTION OF AGENCY REPRESENTATIVES
1. Up to three Agency Representatives from Child-Placing Agencies will be selected by the members of the Child Placing Agency Committee to be voting members on the Board of Directors. Ideally, they will represent a wide range of the DFPS regions.
2. Agency Representatives who are voting members will serve for two years and then be rotated out allowing for Agency Representatives associated with other DFPS regions to serve.
F. DEFINITION OF REGIONAL FOR ALL REGIONAL REPRESENTATIVES
1. For these By-laws, Regional shall stand for official DFPS Regions, sub-regions and/or catchment areas within the state as designated by DFPS.
SECTION 3
REGULAR MEETINGS: The Board of Directors shall hold meetings at least quarterly at such location and times as the Board of Directors shall determine. Meetings shall be held in person, by virtual video communication, or other means as determined by the Board of Directors.
SECTION 4
SPECIAL MEETINGS: Special meetings of the Board of Directors may be called by the President, or upon written request filed with the Secretary, which shall bear the written endorsement of no less than a majority of the voting members of the Board of Directors. The meeting shall be held within thirty (30) days of the call for a special meeting and may be in person or by virtual video communication as long as the meeting format, time and place accommodates those who called the meeting.
SECTION 5
NOTICES OF MEETINGS: Notice of the day, time and place of all meetings of the Board of Directors shall be sent to each member of the Board by the Secretary or Technology and Communication Chair not less than fifteen (15) days before the date of the meeting.
SECTION 6
QUORUMS: Except as otherwise provided by these bylaws, those members of the Board of Directors who are present at the call of any meeting of the Board and who are entitled to vote at such meeting shall constitute a quorum for the transaction of business thereat.
SECTION 7
VOTING: Except as otherwise specifically provided by these bylaws, a majority of the Board members present and entitled to vote shall carry the question at any meeting of the Board of Directors of the ASSOCIATION. Individuals who hold more than one position on the Board (such as a member of the Executive Committee who is also a Committee Chair) shall have only one vote.
SECTION 8
ACTIONS THROUGH ELECTRONIC BALLOT: In lieu of holding a special meeting of the Board, any matter properly coming before the Board may be submitted to the Board of Directors in electronic ballot format when such action is approved by the President and conforms to relevant policy and procedure. Voting members of the Board must be given at least 5 days to register their vote or object to an electronic ballot on the specific issue. If at least 3 voting members object to an electronic ballot, the issue will need to be resolved within a special or regular meeting of the Board. Results of an electronic ballot must be recorded in a format similar to meeting minutes and presented at the next regular meeting of the Board.
SECTION 9
PROXY VOTE: Members of the Board of Directors shall not be permitted to vote by proxy at any meeting of the Directors.
SECTION 10
PARLIAMENTARY AUTHORITIES: All meetings of the Board of Directors shall be conducted according to the current version of 'Robert's Rules of Order Newly Revised.'
SECTION 11
RESIGNATION: Any elected or appointed member of the Board may resign their position at any time.
A. Resignation from any board member shall be made in writing to the Executive Committee through the President.
B. Resignation from the Board is effective by the official notification sent to all members of the Board by the Secretary. No further action of the Board is necessary.
C. Upon voluntary resignation from the Board, no refund of dues is made and all rights and titles such members may have enjoyed, as a member of the Board shall be concluded.
SECTION 12
REMOVALS OF DIRECTORS: Any elected or appointed member of the Board of Directors may be removed from the Board whenever, in its judgment, the best interest of the ASSOCIATION would be served thereby. The following guidelines shall prevail when the Board is to consider such removal action:
A. The action shall be formally scheduled for the next forthcoming meeting of the Board of Directors.
B. Written documentation must be supplied to all Board members who are in attendance at such a meeting. Special efforts shall be made to insure attendance at such a meeting. Special efforts shall be made to ensure that the personal privacy of all is respected and protected.
C. That portion of the Board meeting which is to consider the removal action is closed to all except the voting members of the Board and those who are directly involved in such action.
D. The individual against whom the removal action is directed shall have the opportunity to refute any accusations and to present evidence which will support their position. This includes the calling of testimony.
E. The vote to remove a Director shall be at least two-thirds (2/3) majority of all Board members present and eligible to vote. The Director who is being considered for removal shall not be present during the vote itself.
F. Any Board member removed by such action does not automatically have their ASSOCIATION membership terminated. If the Board wishes to terminate their membership as well, they shall follow procedures laid out in Article II.
SECTION 13
DUTIES: The duties of the members of the Board of Directors shall be:
A. To interpret and enforce the provisions of these bylaws.
B. To promote, by attitude and action, constructive social action needed to cause changes and improvements in child welfare systems and in the legislation pertaining to all children and families.
C. To act as an information center and research body regarding constitutional matters, finance, education, and legislative action as pertains to Foster Care Programs and to disseminate such information.
D. To provide a vehicle for communication among Foster Parents, local Foster Parent Associations, other State Foster Parent Associations and Child Welfare Agencies and Organizations.
E. To cooperate with other organizations which have similar objectives, in whole or in part, to those of this ASSOCIATION.
F. To ensure that before taking a position on matters of importance, each Director is given reasonable opportunity to poll their constituency on the matter and be able to report such results to the Board before the final vote on such important matters, if possible.
G. To formulate such rules and regulations as in the opinion of the Board of Directors are essential to the interests and objectives of the ASSOCIATION.
H. To Chair one Standing Committee and/or actively participate in at least two Standing or Ad Hoc committees.
SECTION 14.
EXPECTATIONS and REIMBURSEMENTS: Voting members of the Board of Directors must attend a minimum of three-fourths (3/4) of all regularly scheduled meetings per year and actively support the organization's mission through service and participation in committee work. Travel-related reimbursements to scheduled in-person meetings will be provided for Board members who are actively engaged and whose travel has been pre-approved by the Board, in accordance with the Policy & Procedures Manual. Failure to comply with the minimum attendance and participation guidelines may be grounds for a Director's removal from the board according to Article IV, Section 12.
ARTICLE V.
OFFICERS
SECTION 1
DESIGNATION OF OFFICERS: The elected Officer(s) of the ASSOCIATION shall be:
1) The President
2) The 1st Vice President
3) The 2nd Vice President
4) The Secretary
5) The Parliamentarian
6) The Board of Directors may create additional officers if it deems such necessary and appropriate
The appointed Officer of the ASSOCIATION shall be:
1) The Treasurer
SECTION 2
QUALIFICATIONS: Each officer of the ASSOCIATION must be an individual member, in good standing, of this ASSOCIATION and must be
(1) a FOSTER PARENT as defined in Article II, Section 1 with at least 5 years of lived experience; or
(2) A member of the community who brings expertise to the board and holds an individual auxiliary/supportive membership; and
A candidate for the office of President must have served a minimum of one (1) term as a member of the Full Board.
SECTION 3
TERM OF OFFICE:
A. The term of office for all duly elected officers of the ASSOCIATION shall be for two (2) consecutive years, starting in the month after general membership elections have been completed. No officer shall serve more than three (3) consecutive terms (for up to six [6] years) in the same elected office. An officer who has served more than half of a term shall be considered as to have served a full term. The elections for the office of President, 2nd Vice President and Secretary shall be held in odd-numbered years. The elections for the office of 1st Vice President and Parliamentarian shall be held in even numbered years.
B. The term of office for the Treasurer is for two (2) years. No limit is set for consecutive terms. The office of Treasurer shall be appointed at the annual meeting by the President in conjunction with the elected members of the Executive Committee and approved by a majority vote of the Full Board.
SECTION 5
VACANCIES: Any unfilled office, with exceptions otherwise noted in these bylaws, may be left vacant until the next annual ASSOCIATION election or it may be filled for the unexpired term by a majority vote of the voting members of the Board at any regular or special meeting of the Board.
ARTICLE VI
DUTIES OF OFFICERS:
All out-going officers must forward all records of their office to the incoming officer within 30 days after the installation of new officers.
SECTION 1
PRESIDENT: The President shall be the Chief Executive Officer of the ASSOCIATION whose duties and responsibilities shall include:
A. To preside at all meetings of the Boards, all meetings of the Membership and at the Texas State Foster Parents, Inc. Conference(s).
B. To be responsible for the general management and supervision of the affairs and operations of the ASSOCIATION.
C. To have the authority to appoint, with the approval of the Executive Committee, the Chair of all standing and/or Ad hoc Committees except for the Election Committee.
D. To be a member, ex-officio, with a vote, on all the committees of the ASSOCIATION, except for the Election Committee.
E. To cast the deciding vote if there are any tied issues at the meetings of the Board or of the members.
F. To officially and publicly represent Texas State Foster Parents, Inc.
G. To perform such other duties as provided by these bylaws or as commonly appertained to the office of President.
SECTION 2
PRESIDENTIAL VACANCIES: Not having the President in attendance or if there is the President's resignation, the 1st Vice President shall assume all the duties and responsibilities of the President.
SECTION 3
1st VICE PRESIDENT: The duties and responsibilities of the 1st Vice President shall include:
A. To act in the place of the President, whenever designated by the President. Whenever the Presidency is declared vacant, the 1st Vice President shall complete the unexpired term.
B. To assume such duties as may be assigned by the President.
C. To perform such other duties as provided by these bylaws or as commonly appertained to the office of the 1st Vice President.
D. To coordinate the development and functioning of the standing Committee Chairpersons.
SECTION 4
1st VICE PRESIDENT VACANCIES: In the case of a vacancy in the position of 1st Vice President, the President shall recommend a replacement appointee to the Executive Committee. The Executive Committee will then vote on the appointment and send to a vote of the full board for approval.
SECTION 5
2nd VICE PRESIDENT: The duties and responsibilities of the 2nd Vice President shall include:
A. To act in the place of the 1st Vice President or the President whenever designated by the President.
B. To coordinate the development and functioning of the Regional Representatives.
C. To coordinate and correlate all written reports of the Regional Representatives and report such to the Boards.
D. To perform such other duties as provided by these bylaws or as commonly appertained to the office of the 2nd Vice President.
SECTION 6
2nd VICE PRESIDENT VACANCIES: In the case of a vacancy in the position of 2nd Vice President, the President shall recommend a replacement appointee to the Executive Committee. The Executive Committee will then vote on the appointment and send to a vote of the full board for approval.
SECTION 7
REGIONAL FOSTER PARENT REPRESENTATIVES: Election of Regional Foster Parent Representatives will take place at the same time as elections for officers and conducted by the ASSOCIATION Elections Committee. Odd numbered regions shall have their elections held in odd numbered years and even numbered regions shall have their elections held in even numbered years. Duties of the Regional Representatives shall be:
A. To represent the ASSOCIATION within the Geographical areas of their region.
B. To assist the development and growth of local Foster/Adoptive Parent/Kinship Caregiver Associations.
C. To keep informed on any matters concerning Foster Care programs in their regions and on a statewide basis.
D. To assist in an information network designed for the rapid dissemination of high priority information to the foster parents in the region.
E. To work closely with the Agency Representatives affiliated with their region to foster better agency-foster parent relationships.
F. To make a quarterly report to the 2nd Vice President regarding activities of their regions.
G. To perform such other duties as provided by these bylaws or as commonly appertained to the office of Regional Representative.
H. All Regional Foster Parent Representatives are required to be a regular or activated individual member of the ASSOCIATION.
SECTION 8
SECRETARY: The duties and responsibilities of the Secretary shall include:
A. To keep a record and see that the President and those he or she might designate have a copy of all official records of the ASSOCIATION.
B. To keep all the official records of the meeting of the Board and members of the ASSOCIATION.
C. To record the minutes of the Full Board Meetings and the annual meeting of the membership. D. Vacancies: Refer to Article V, Section 5, VACANCIES.
SECTION 9
TREASURER: The duties and responsibilities of the Treasurer shall include:
A. To be responsible for the collecting and safeguarding of all funds of the ASSOCIATION.
B. To be responsible for the distribution of all funds as authorized by the Board.
C. To submit all financial records to the Board for audit, on call.
D. To make regular financial reports to all regular meetings of the Board, regular meetings of the Executive Committee, and at annual membership meetings of the ASSOCIATION.
E. To be properly bonded and/or audited at the discretion of the Board.
F. To provide the President with a copy of all official correspondence sent and received. G. To serve as Chair of the Finance Committee.
H. To prepare (or cause to be prepared) and submit an annual tax return as required by the IRS to maintain non-profit status, and to perform such other duties as provided by these bylaws or as commonly appertained to the office of Treasurer.
I. Vacancies: Refer to Article V, Section 5, VACANCIES. If necessary due to a delay in meeting of the Board, the President may appoint an interim Treasurer until the next regular or special meeting of the Board.
SECTION 10
PARLIAMENTARIAN: The duties and responsibilities of the Parliamentarian shall include:
A. To ensure that all meetings of the Boards and of the members of the ASSOCIATION are properly conducted.
B. To act as custodian of the official ASSOCIATION book of Parliamentary Authority current version of, 'Robert's Rules of Order Newly Revised'.
C. To serve as Chair of the Bylaws Committee.
D. To perform such other duties as provided by these bylaws or as commonly appertained to the office of Parliamentarian.
E. Vacancies: Refer to Article V, Section 5, VACANCIES.
ARTICLE VII
EXECUTION OF INSTRUMENTS
SECTION 1
CONTRACTS: The Board may authorize, by resolution, within the limits and intent of the Articles of Incorporation and these bylaws, any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation. Such authority may be general or confined to specifics.
SECTION 2
LOANS: No loans shall be contracted on behalf of the corporation and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specifics.
SECTION 3
CHECKS: All checks or drafts of order for payment of money issued in the name of the corporation shall be signed by the officer(s) as shall be determined by the Board of Directors.
SECTION 4
GIFTS: The Board of Directors may accept any contribution, gift, bequest or device for general purposes or for any special purpose of the ASSOCIATION.
SECTION 5
POLICY & PROCEDURES MANUAL: The Board of Directors shall develop a manual which describes in appropriate detail the process for achieving all objectives and routine business of the officers and various Committees.
ARTICLE VIII
COMMITTEES
SECTION 1
STANDING COMMITTEES: The following committees shall constitute the standing committees of the ASSOCIATION:
A. Technology and Communications Committee
B. Membership Committee
C. Finance Committee
D. Public Policy and Advocacy Committee
E. Bylaws Committee
F. Child Placing Agency Committee
G. Child Welfare Professionals Committee
H. Training & Education Committee
I. Scholarship Committee
J. Elections Committee
AD HOC (SPECIAL) COMMITTEES: The Board of Directors or the Executive Committee may establish an AD HOC (special) committee from time to time to consider specific issues and make recommendations to the Board. The Board or Executive Committee may set a time limit for the committee if desired. When the purpose of the committee is satisfied, the committee will be disbanded.
SECTION 2
STANDING AND AD HOC COMMITTEE RULES: The following rules shall govern all committees of the ASSOCIATION, except as otherwise provided in these bylaws:
A. Members: Each committee ideally shall have a minimum of three members, represent a wide geographic area of the ASSOCIATION, and include Agency Representatives if possible. The committee members shall be members of the ASSOCIATION under the first four categories listed in ARTICLE II, Section 2. B. The President of the ASSOCIATION is an ex-officio member (with vote) of all committees of the ASSOCIATION except for the Election Committee.
B. SELECTION OF MEMBERS: The President, in conjunction with the Executive Committee, shall appoint the Chair of each of the committees.
1. Each voting Board member shall be selected to serve on at least two (2) standing committees.
2. The committee Chair may select other members of their committee from among all of the members of the ASSOCIATION under the first four categories listed in ARTICLE II, Section 2. Immediate family members (spouse, siblings, parents) shall not serve on a committee together.
3. The President, as an ex-officio member, is exempt from the prohibition of immediate family members serving together on a committee, except for the Executive Committee and the Election Committee.
C. REMOVAL: Any Chair or member of standing or Ad Hoc committees may be removed from their position by the Executive Committee when in its judgment the best interest of the ASSOCIATION would be served thereby.
D. RESIGNATION: Any Chair or member of a Committee may resign their position at any time.
Resignation from a Chair shall be made in writing to the Executive Committee through the President. Resignation by a committee member shall be made to the Chair, and the Chair shall inform the President. Resignation from a Committee is effective by the official notification sent to the Executive Committee. No further action of the Board is necessary. Upon voluntary resignation from the committee, all rights and titles as a member of the committee shall be concluded.
E. PURPOSE OF COMMITTEE: Each committee is responsible for executing its purpose efficiently and effectively to the best of its ability. Routine functions of a committee (such as conducting annual events) shall be documented in the Policy & Procedures Manual. Changes in function or scope of the committee, and expenditures of the committee, shall be presented to the Executive Committee for approval prior to implementation. Substantial changes or expenditures shall be presented to the Full Board for approval.
F. VOTING: Decisions of each committee will be arrived at through consensus.
G. MEETINGS: Committees shall have meetings as designated by Committee Chairs and shall meet as often as necessary to execute their mission
H. TERM OF OFFICE: The term of office for all standing committee chairs and members is for one (1) year. No limit is set for consecutive terms in the same appointment as chair or member.
I. REPORTS: The Chair of each committee shall be responsible for the maintenance of the record of work and meetings of the committee. The Committee chair, or designated representative, shall be prepared to present a written report to the 1st Vice President for the presentation at each Board meeting.
ARTICLE IX
BOOKS AND RECORDS
A. The ASSOCIATION shall keep correct books and records of accounts and shall also keep minutes of the proceedings of its meetings of members, committees, and all Board meetings. The Technology & Communications Chair shall keep an electronic record of the names, emails, and addresses of the members of the ASSOCIATION who are in good standing and entitled to vote in matters pertaining to the ASSOCIATION.
B. All requests to inspect the books or records must be made in writing, stating in at least general terms what materials are to be inspected. The party requesting the inspection must bear any expenses incurred by such inspection and such inspection shall be at a place determined by the Secretary and/or the Treasurer and/or the Technology & Communications Chair.
ARTICLE X
FISCAL YEAR
The fiscal year of the ASSOCIATION shall be set by the Board of Directors. The annual membership business meeting shall take place within the first thirty (30) days of the start of the fiscal year, as determined by the Full Board, and annual Elections shall take place during the final thirty (30) days of the fiscal year.
ARTICLE XI
AMENDMENTS
A. These bylaws of the ASSOCIATION may be added to, amended, or repealed, in whole or in part, by a majority vote of the members of the ASSOCIATION who are present and voting at any regular or special meeting of the members of the ASSOCIATION; provided however, that written notice of intent to add to or repeal these bylaws in whole or in part has been sent to each member by publication (electronic or written) at least thirty (30) days prior to such meeting.
B. The Policy & Procedures Manual may be added to, amended, or repealed in whole or in part by a two-thirds (2/3) majority vote of the Full Board present at any regular or special Board meeting.
ARTICLE XII
EXECUTIVE COMMITTEE
SECTION 1
A. VOTING MEMBERS: The Executive Committee shall include the following:
1. President
2. 1st Vice President
3. 2nd Vice President
4. Secretary
5. Treasurer
6. Parliamentarian
B. NON-VOTING MEMBERS
1. Executive Director, if applicable
2. DFPS State Office Officials
3. Technology & Communications Chair
SECTION 2
GENERAL POWERS: The Executive Committee will take action on business of the ASSOCIATION between regular Board meetings. The Executive Committee shall hold meetings at least monthly at such time and location as agreed upon by the members.
A. The Executive Committee will abide by the rules set forth for the Board of Directors in ARTICLE IV of these bylaws.
B. The Executive Committee will take action to better execute and expedite the business of the ASSOCIATION that crosses committee lines.
SECTION 3
QUORUM: Except as otherwise provided by these bylaws, two-thirds (2/3) of the Officers of the ASSOCIATION who are entitled to vote at such meeting(s) shall constitute a quorum for the transaction of business of the Executive Committee. The Quorum can be face-to-face or via virtual video communication. The question can be carried by a simple majority vote.
ARTICLE XIII
EX-PRESIDENT ADVISORY BOARD
SECTION 1
MEMBERS: All Ex-Presidents of the ASSOCIATION are hereby made honorary members of this ASSOCIATION.
SECTION 2
DUTIES: This Board shall assume the following responsibilities:
A. To bring recommendations and/or advise the Board on ways to improve the ASSOCIATION.