BYLAWS OF THE GEORGIA ASSOCIATION OF HOMES
AND SERVICES FOR CHILDREN

Revised August 16, 2016
Revised June 1, 2007
Revised
May 27, 2004
October 16, 2003 version
Revised August 16, 2003
Revised June 24, 2003
Revised June 1, 2001
Revised April 16, 1998
Revised APRIL 1, 1992 

ARTICLE I - LEGAL ORGANIZATION

SECTION 1

The name of the organization shall be the Georgia Association of Homes and Services for Children. It shall be referred to hereafter as the Association or GAHSC.
Association sponsored groups within GAHSC shall be called Chapters. These sponsored groups shall be organized around specific disciplines, interests, and concerns within the mission of GAHSC. Membership within GAHSC Chapters will be available to member GAHSC agencies and their staff. Organizational structure and support shall be in accordance with GAHSC policies and procedures.

SECTION 2

The Association is a chartered non-profit corporation under the provisions of the Official Code of Georgia Annotated 14-3-101 et. seq. granted pursuant to the provisions of state and federal statutes and regulations governing such corporations.

 SECTION 3

The Association is to carry on non-profit activities permitted a corporation exempt from federal income tax under Section 501(c)(6) of the Internal Revenue Code of 1954 or the corresponding provisions of any future United States Internal Revenue Law.

SECTION 4

The Association is a membership driven organization that is committed to maintaining broad representation from its membership throughout its governance and operation.

ARTICLE II – MISSION

The Association’s mission statement is:  “GAHSC supports children and families at risk by strengthening agencies that serve them”.  The Association’s policies, practices and activities will support its mission.

ARTICLE III – GOALS

The primary goals of the Association are the following:

ARTICLE IV - MEMBERSHIP

SECTION 1

The Association shall consist of Agencies in the State of Georgia whose primary activity is that of providing out-of-home and in-home services to, or in behalf of, at-risk children and their families. 

SECTION 2

Association Regular Membership shall be on an agency basis.  A network of services operating and owned by a single agency shall be defined as one agency.

SECTION 3 – Regular Membership

To qualify for regular membership, an organization must meet all of the following requirements.

  1. Be a private, non-governmental organization.
  2. Be located within the State of Georgia.
  3. Be an individual agency or organization that provides out-of-home or in-home direct services to at-risk children and their families
  4. Subscribe to the purpose, mission and goals of the Association
  5. Adhere to the Code of Ethics of GAHSC.

Any organization meeting the above qualifications may apply in writing to the Association for regular membership.  Once approved, the membership shall be effective upon the payment of the current annual dues, on a prorated basis during the first year. Applications for renewal of membership are due January 1 of each year thereafter.  The annual dues for regular membership will be determined by the Association’s Board of Directors.

SECTION 4 – Associate Membership

The purpose of Associate Membership is to allow individuals and organizations to support the goals and mission of the Association who otherwise would not be eligible for regular membership.  Associate Members shall not be entitled to vote on any matter voted on by the members.  Any entity comprised of multiple agencies formed or organized under the laws of any state shall not be eligible for regular or associate membership.

The following requirements to qualify for associate membership are to be either:

  1. a private organization or a corporation.
  2. an individual not employed by an organization eligible for regular membership.

Organizations or individuals considered for Associate Membership must subscribe to the purpose, mission and goals of the Association and are not eligible for regular membership. Any organization or individual meeting the above criteria may apply in writing to the Association for associate membership.  Once approved, the membership shall be effective upon payment of current annual dues. Applications for renewal of membership are due January 1 of each year thereafter.  The annual dues for associate membership will be determined by the Association’s Board of Directors.

SECTION 5 – Application for Membership

SECTION 6 – Suspension/Termination of Membership

SECTION 7 – Resignation of Membership

SECTION 8 -- Reinstatement of Membership

ARTICLE V – GOVERNANCE

SECTION 1:  The Power and Role of the Regular Membership in Governance

Georgia Association of Homes and Services for Children (GAHSC) is a membership association and shall be operated in the best interests of the membership. Governed by its Bylaws, the membership as a collective body holds the ultimate power of the Association. The desire of the Association is to be an open and mutually accountable organization that conducts its business in a fair and transparent manner so that all members have the opportunity to be well informed participants in setting direction for the Association, defining policy and participating in activities that promote the welfare of children in Georgia. Under the direction and authorization of the collective membership, the Board of Directors shall carry out the primary governance duties of the Association.

The power and role of the membership includes the following:

  1. Elect the Board of Directors – Regular members elect members of the Board of Directors at the annual meeting through an Association wide voting process.
  2. Elect the officers of the Board of Directors – Regular members elect officers of the Board of Directors at the annual meeting through an Association wide voting process.
  3. Remove a Board member – The membership may remove a Board member from office by a majority affirmative vote of all members in regular membership status through an appropriately called membership meeting provided written notice is given to the membership that the potential removal is an agenda item of the meeting.
  4. Call a special meeting of the membership – A special meeting may be called following a 25% affirmative vote of the members in regular membership status.  The membership must be notified in writing of the purpose, date, time and place of the meeting at least 15 days prior to the meeting.
  5. Attend Board meetings and participate in discussions – Any member in regular status may attend any Board of Directors meeting and participate in the discussions of that meeting.  However, only elected Board members may introduce a motion or vote on any matter before the Board.  The membership must be notified in writing of the date, time, and place of the meeting at least 15 days prior to the meeting.
  6. Veto a decision of the Board of Directors – During a regular or specially called membership meeting, the regular membership may veto any decision of the Board of Directors by at least a majority affirmative vote of all members then in regular membership status.

SECTION 2:  The Power and Role of the Board of Directors in Governance

The Board of Directors is an elected body comprised of the Association’s regular membership and represents the membership’s interests by assisting the membership in the development of policy, setting direction and leading the organization in carrying out its mission. The Board of Directors exercises all such powers and does such lawful acts for this Corporation as permitted by the Georgia Nonprofit Corporation Code and the Association’s Articles of Incorporation.

On behalf of the membership, the Board is charged with the responsibility for assuring the Association’s adherence to its mission, the development of its policies, achievement of desired results and assures the Association’s fiscal health.  The Board provides leadership through the following:

The Board of Directors operates as one body.  As a governing body, the power of the Board is in the full Board as a group.  Only the full Board has the power to act on behalf of the Association and must speak with a single voice.  No one Board member or committee speaks for the Board or the Association.  However, the Board may authorize a specific Board member or other agent, such as the Executive Director, to make a decision or speak for the Board on a given issue or when these Bylaws specifically grant the authority to carry out this function.  All Board members are expected to actively participate in the affairs of the Board’s work.

ARTICLE VI – BOARD OF DIRECTORS

SECTION 1 – Number and Qualifications

The Association’s Board of Directors shall consist of the Association's President, Vice President, Secretary and Treasurer and not less than 8 or more than 11 additional members.  To be eligible to serve on the Association’s Board of Directors, an individual must be a CEO/Executive Director of a regular member agency or a most senior executive in Georgia of the organization who is authorized to speak and act on behalf of the member agency.  Board members are non-paid volunteers and may not be paid consultants or employees of the Association. 

SECTION 2 – Representation on the Board

In order to provide for a balanced representation of the Association’s regular membership, the Board of Directors shall be composed of individuals representative of the member agencies with respect to the types of services provided by the member agencies. 

All Board seats will be considered “at large.”  No regular member agency may have more than one representative on the Board.  It is the intent of the bylaws that the Board be representative of the following service groups: (1) In Home/Family Preservation, (2) Child Placing Agencies (CPA), (3) Child Caring Institutions (CCI), and (4) Psychiatric Residential Treatment Facilities (PRTF).

SECTION 3 – Nominations to Serve

Any individual who meets the qualifications outlined in Section 1 of this Article may be nominated to serve on the Board of Directors.  The Nominations Committee will be responsible for presenting a slate of candidates to serve.  See Article VIII, Section 2, on the roles and responsibilities of the Nominations Committee.  Additional candidates for any position may be nominated by a regular member from the floor.

SECTION 4 – Election

The Directors shall be elected by a majority of at least 25% of the Regular Membership at the Annual Meeting of the Association.  The membership will receive a proposed slate of candidates from the nomination committee at least 15 days prior to the membership’s annual meeting.  Each regular member agency will have one vote and each agency will determine who in their agency will be authorized to vote. 

SECTION 5 – Terms of Office

The term of office for all Board members is one year.  Every board member may serve up to three (3) consecutive terms at a time before having to rotate off as a Board member unless subsequently elected as an officer. The terms of office for the Directors shall be staggered by the Board of Directors so that one-third of the terms of the Directors shall expire each year.  No individual can serve on the Board for more than 7 consecutive years in any capacity. The term of office for Board members shall commence on the first day of June.

SECTION 6 – Resignation

A Director may resign from his/her position at any time by providing a written notice to the Board of Directors.

SECTION 7 – Removal from Office

Any elected Board member may be removed from serving on the Board of Directors by at least a two-thirds majority vote of the full Board of Directors. A Board member may be removed from office by a vote of the regular membership.  See Article V, Section 1.  A Board member shall be removed from office if the  Board member ceases to meet the qualifications set forth in Article VI, Section 1, or if the membership of the agency which the Board member represents is voluntarily or involuntarily terminated pursuant to Article IV, Section 6 or 7.

SECTION 8 – Vacancies

A vacancy on the Board occurring after the Annual Meeting shall be filled by a majority vote of the Board of Directors. Any Director elected to fill such a vacancy shall hold office until completion of that term.

SECTION 9 – Quorum

A majority of the currently serving directors shall constitute a quorum which is required to qualify any meeting of the Board of Directors to be an official meeting for the transaction of business.

SECTION 10 – Proxies

Any Director entitled to vote at a meeting of the Board of Directors may vote at a meeting, express consent or dissent in writing or authorize another person to act for him or her by proxy.

When a duly elected member of the Board cannot be present during a Board of Directors meeting, a written memorandum creating the power of proxy must be delivered to the presiding officer of the Association at the meeting in advance of any voting in order for the vote to be recorded and counted. Such a memorandum must transfer power to vote only to another eligible voting member and must state the specific issues upon which the proxy is granted.

SECTION 11 – Attendance

A Director may participate in a meeting by any means of communication as long as all Directors participating may simultaneously hear each other during the meeting.  A Director participating in a meeting by this means is deemed present at the meeting. A properly executed proxy does not constitute attendance at a meeting.

SECTION 12 – Regular Meetings

The Board of Directors shall meet quarterly at such time and place as may be decided by the President of the Association or by a majority of the voting members of the Board of Directors. Notice of any regular Board of Directors meeting shall be given in writing either via regular mail or electronic transmission stating the date, place, time and purpose of the meeting and shall be delivered not less than fifteen (15) days prior to the date of the meeting.

SECTION 13 – Special Meetings

Special meetings of the Board of Directors may be called by the President or by a majority of the voting members of the Board of Directors.  Notice of special meetings may be given by mail, telephone, facsimile transmission or e-mail, but must be given not less than fifteen (15) days prior to the date of the meeting to each member entitled to vote at such meeting.

SECTION 14 – Annual Meeting

The Annual Meeting of the Board of Directors will be in the spring of each year at a date, time and place to be determined by the Board.

SECTION 15 – Meeting Waiver of Notice

A signed waiver of notice document regarding an official meeting of the Board of Directors shall be deemed the equivalent of proper notice. Any Director may waive notice of any meeting of the Directors, either before or after such meeting by signing a written document indicating such decision.  Any signed notice by a Director will be attached to the minutes of that particular meeting.  A Director's attendance at a meeting shall be deemed waiver of notice of such meeting.

SECTION 16 – Voting

A majority vote of the Board members present during an official meeting of the Board of Directors shall be required to transact business of the Association unless otherwise specified in these Bylaws.

SECTION 17– Executive Session

Executive Session is when the Board meets privately with only its voting members and any invitees.  The Board of Directors may at the call of the President or a majority vote of the Board, meet in Executive Session for the purpose of deliberation on issues of a sensitive or confidential nature, such as contractual, legal, personnel, or conflict of interests concerns.

SECTION 18 – Ex-Officio Members

The immediate past President of the Association, the current President of Catalyst for Care and the Association’s Executive Director are all ex-officio, non-voting members of the Board.

ARTICLE VII – OFFICERS OF THE BOARD

SECTION 1– Positions

The officers of the Association shall be the President, Vice President, Secretary, and Treasurer.  Each officer shall be a member of the Board of Directors.

SECTION 2– Role and Duties of Officers

a. Provide general leadership for the Association.
b. Enforce the Articles of Incorporation, the Bylaws of the Association and the policies and procedures of the Association.
c. Preside at the meetings of the Board of Directors.
d. Establish ad hoc committees and taskforces as necessary to carry out the work of the Association.
e. Appoint Chairpersons for any committees and taskforces established with the exception of the Finance and Nomination Committees.
f. Call meetings of the Board of Directors.
g. Serve as ex-officio member of all committees with the exception of the Nomination Committee.
h. In concert with the Executive Director, serve as an official spokesperson and representative for the Association or delegate such authority to another for a specific purpose.
i. Perform other such duties as may pertain to the Office of President and/or as directed by the Board of Directors.
j. Ensure that the yearly performance evaluation of the Executive Director is completed on a timely basis.

a. Preside at Board of Directors meetings in the absence of the President.
b. Assist the President in other such duties as directed and/or as the Board of Directors may decide.

a. Record or cause to be recorded the minutes of Board meetings and ensure proper signature is on all minutes recorded.
b. Maintain or cause to maintain a permanent record of all minutes including minutes of all committees and records of the Association.
c. Keep or cause to keep a complete record of Association members and officers and the membership of the standing and ad-hoc committees.
d. Perform other such duties as pertains to the Office of Secretary as the Board of Directors may decide.

a. Serve as the Chairperson of the Finance Committee.
b. Be responsible for monitoring the Association’s overall financial condition and ensuring that the Board of Directors are kept fully informed of such on a timely basis.
c. Ensure that the Association’s financial policies and procedures are being followed.
d. Perform other such duties as pertains to the Office of the Treasurer as the Board of Directors may decide.

SECTION 3– Eligibility

To be eligible to serve as an Officer on the Association’s Board of Directors, an individual must be a CEO/Executive Director of a regular member agency or a most senior executive in Georgia of the organization who is authorized to speak and act on behalf of the member agency.  Board Officers are non-paid volunteers and may not be paid consultants or employees of the Association.

SECTION 4– Nomination for Officers

Any individual who meets the qualifications outlined in Section 3 of this Article may be nominated to serve as an Officer on the Board of Directors.  The Nominations Committee will be responsible for presenting a slate of Board Officer candidates to serve. See Article VIII, Section 2 on the roles and responsibilities of the Nominations Committee.  Additional candidates for any Officer position may be nominated by a regular member from the floor.

In order to provide for a balanced representation of the Association’s membership, the Officers of the Board of Directors shall be composed of individuals representative of the member agencies with respect to the types of services provided by the member agencies. 

SECTION 5– Election

The Officers of the Board of Directors shall be elected by a majority of at least 25% of the Regular Membership at the membership’s Annual Meeting.  The membership will receive a published slate of candidates at least 15 days prior to the annual meeting.  Each regular member agency will have one vote and each agency will determine who in their agency will be authorized to vote. 

SECTION 6– Terms of Office

The term of office for all Officers is one (1) year.  Officers may serve for a maximum of two consecutive one year terms in any one office.  A retired officer may be eligible for re-nomination for the same office after leave of office for one year.  No one individual can serve more than four (4) consecutive years as an officer. The term of office for Officers of the Board of Directors shall commence on the first day of June.

SECTION 7– Resignation

Any officer of the Association may resign from his/her position at any time by a written notice to the Board of Directors.  Resignation will be effective as of the date of the written notice. 

SECTION 8– Removal

Any officer may be removed from office by a two-thirds majority vote of the Board of Directors whenever it is deemed in the best interests of the Association.  Any officer may be removed from office by a vote of the regular membership as allowed for in Article V, Section 1, number 3.  An Officer shall be removed from office if the Officer ceases to meet the qualifications set forth in Article VII, Section 3, or if the membership of the agency which the Officer represents is voluntarily or involuntarily terminated pursuant to Article IV Section 6 or 7.

SECTION 9– Vacancies

Whenever a vacancy in any elected office because of death, resignation, removal, disqualification or other reason shall occur, such vacancy may be filled by a majority vote of the Board of Directors. Any Officer elected to fill such a vacancy shall hold office until the completion of that term.

ARTICLE VIII – ASSOCIATION COMMITTEES

Association Committees can be formed to accomplish the goals of the Association.  They are avenues in which to pull members together to work on specific tasks and initiatives.  All Association Committees will have a specific charge. 

SECTION 1 – Finance Committee

The Finance Committee shall consist of the Treasurer as Chairperson and a minimum of three other members.  To be eligible to serve on the Finance Committee, an individual must be a CEO/Executive Director/most Senior Executive in Georgia of the organization or the CFO of a regular member agency. Other than the Treasurer, the other members of the Finance Committee will be appointed by the President of the Association in consultation with the Treasurer. The Finance Committee shall be responsible for:  (a) overseeing the preparation of the annual operating budget and presenting such to the Board for approval, (b) evaluating the financial impact of all proposed capital expenditures, the investment of funds and long-range financial planning, (c) oversight and evaluation  of the financial policies and procedures of the Association, and (d) reviewing interim financial reports (balance sheet, budget report, profit & loss, and statement of cash flows) on a quarterly basis at a minimum.

SECTION 2 – Nominations Committee

a.  Charge:   The Nominations Committee is responsible for preparing a slate of Board officers, Board member candidates and Nomination Committee candidates to be presented for election by the regular membership at the membership’s Annual Meeting.  The slate will consist of one nomination for each vacant position.  The Nominations Committee will prepare a slate of Board candidates using the guidelines of the provisions in Article VI and VII.
b.  Composition:  The Nominations Committee shall be composed of five non-board member persons from the regular membership who meet the eligibility criteria to serve on the Board of Directors as specified in Article VI, Section 1 and 2.
c.  Nomination and Election:  The Nominations Committee shall be elected by a majority of at least 25% of the Regular Membership at the membership’s Annual Meeting.  The membership will receive a published slate of candidates at least 15 days prior to the annual meeting.  Additional candidates for the nominations committee may be nominated by a regular member from the floor. Each regular member agency will have one vote and each agency will determine who in their agency will be authorized to vote. 
d.  Term of Service:  The term of service for all individuals elected to the Nominations Committee will be one year.  No member of the Nominations Committee may serve more than two consecutive one-year terms with at least two members rotating off the Nominations Committee each year.
e.  Chairperson of the Committee:  The Chairperson of the Nominations Committee will be appointed by the Board of Directors each year.  The Chair will call meetings and ensure the proper functioning of the Committee.
f.  Procedures:  The Nominations Committee will develop procedures to ensure the confidentiality and integrity of the election process, including the nomination, voting and vote tabulation process.

SECTION 3 – Appointed Committees/Taskforces

Other committees and taskforces shall be appointed by the Board of Directors and/or the President as the need occurs and shall:

  1. Be named for a specific purpose.
  2. Remain intact for the duration of the need for which they are created.
  3. The chairpersons of such committees shall be appointed by the President and/or the Board.  The committee shall dissolve themselves at any time they deem necessary or at any time by order of the President.
  4. The term of service for all committee and taskforce chairpersons and committee members shall begin at the time of acceptance.

ARTICLE IX – ASSOCIATION CHAPTERS

SECTION 1 – Role of Chapters

It is intended for Chapters to be established to relate to the broad variety of services of regular member agencies represented in the Association.  The role of Association Chapters is to provide a format for support, networking and the dealing with issues specific to the Chapter’s interests and services.  Advocacy, public policy and legislative initiatives are intended to be instigated and lead in the Chapters.  Each Chapter is subject to the oversight and control of the Board of Directors.

SECTION 2 – Participation in Chapters

All Association members are invited and encouraged to actively participate in relevant Chapters.  Regular meetings of the Chapters are intended to be for members only.

SECTION 3 – Leadership

Each Chapter will determine how its chairperson will be chosen and how it operates.

SECTION 4 – Staff Representation

One staff member of the Association will be designated to provide support and ancillary leadership to each Chapter.

SECTION 5 – Meetings

Each chapter will determine how often it will meet, how Chapter members will be notified of meetings and what records will be made and retained.  The chairperson will work with the Association’s designated staff person to set the agenda for each meeting.

ARTICLE X – EXECUTIVE DIRECTOR

SECTION 1 – Selection and Hiring

The Board of Directors will be responsible for hiring an Executive Director of the Association.  The Board will take into consideration the wishes of the membership as an individual is selected.  The Board will determine the employee status, salary and benefits of the Executive Director.

SECTION 2 – General Responsibilities and Authority

The Executive Director is the chief executive of the Association who shall have within Board approved policies and procedures, administrative and executive responsibility and authority for all the Association’s affairs, activities and programs.  The Executive Director has authority to hire and terminate, if necessary and as appropriate, employees and agents of the Association.  The Executive Director will have the authority to be the chief spokesperson for the Association, in conjunction with the Association’s President, and make such determinations when situations require him or her to assert this function unilaterally.  The Board of Directors will establish and review, as appropriate, the job description of the Executive Director specifying the responsibilities and duties required to effectively lead the affairs of the Association.

SECTION 3 – Guidance and Evaluation

The Executive Director reports to the Board of Directors who shall ensure that a yearly performance evaluation is completed in a timely manner.

SECTION 4 – Board Representation

The Executive Director is an ex-officio, non-voting member of the Board of Directors.

ARTICLE XI – MEMBERSHIP MEETINGS

SECTION 1 – The Membership’s Annual Meeting

a.  Purpose:  The regular membership will have an annual meeting in the spring of each year.  The purpose of this annual meeting is to: (a) elect Board members, Board Officers and members for the Nomination Committee; (b) vote on other matters appropriately brought before the membership; and (c) provide a report to the membership on the state of affairs of the Association and important concerns and initiatives.
b.  Notice of meetings:  The Board of Directors will determine the date, time and place of the membership’s Annual Meeting.  Notice of the meeting will be given to the regular membership via regular mail or electronic transmission stating the date, place, time and agenda of the meeting and shall be delivered not less than fifteen (15) days prior to the date of the meeting.
c.  Quorum:  There shall be at least 25% of the regular membership represented at the annual meeting to qualify the meeting as an official meeting for any votes to be valid.
d.  Presiding at the Meeting:  The Association’s President will preside at the annual meeting of the membership.  If the President is unavailable, then the Association’s Vice President will preside.  If the Vice President is unavailable, then the Association’s Secretary will preside.  If the Secretary is unavailable, then the Associations Treasurer will preside.
e.  Voting:  A majority vote of the membership present at an official membership meeting will be required to transact business.  Each regular member agency will have one vote and each agency will determine who in their agency is authorized to vote.  A member agency representative must be present to vote unless a properly executed proxy has been submitted prior to any vote.
f.  Proxy:  Any regular member entitled to vote at a membership annual meeting may authorize another person to act for him or her by proxy when a regular member cannot be present to vote.  A written memorandum creating the power of proxy must be delivered in advance of any voting to the presiding officer of the meeting in order for the vote to be recorded and counted.  Such a memorandum must transfer power to vote only to another eligible regular member and state the specific issues upon which the proxy is granted. 

SECTION 2 – Called Meetings

A special meeting may be called following by a 25% affirmative vote of the members in regular membership status.  The membership must be notified in writing of the purpose, date, time and place of the meeting at least 15 days prior to the meeting.

ARTICLE XII – GENERAL POLICIES AND PROVISIONS

SECTION 1- Conflict of Interest

The responsibility of serving on the Board of Directors comes with the condition that each member of the Board fulfills what is generally understood as two duties: (1) the duty of care and (2) the duty of loyalty.  These duties provide guidelines for understanding the obligations each Board member has in making decisions that are in the best interests of the Association.

It is recognized that one of the inevitable challenges facing all organizations are conflicts of interest or potential conflicts of interest that may impede impartial decision making or give the appearance of such.  Therefore, the Board will ensure that a conflict of interest policy is established, approved by the Board and updated, as necessary. 

A conflict of interest exits where a board member, officer or management employee has a personal interest that is in conflict with the interests of the Association such that he or she may be influenced by this personal interest when making a decision for the Association.  Conflicting interests may be both financial and non-financial concerns.

Not all conflicts of interest are detrimental to the Association.  Board members must be prepared to recognize potential conflicts of interest, raise questions about them, discuss them openly and take action to prevent them from becoming unacceptable conflicts.

The Association’s conflict of interest policy shall require that all officers and board members be subject to a disclosure requirement setting forth exactly what interests must be made known. This policy shall describe the mechanism for reporting conflicts and identify the person or group to whom conflicts should be reported.

SECTION 2 – Indemnification

The Association shall indemnify and hold harmless each person who shall serve as a Director or Officer of the corporation from and against any and all claims and liabilities to which such person shall become subject by reason of his or her serving or have served as a Director or Officer, or by reason of any action alleged to have been taken or omitted by him or her as such Director or Officer to the full extent permitted under Sections 14-3-850 et. seq., of the Georgia Nonprofit Corporation Code or any successor provisions of the laws of the State of Georgia, and shall reimburse such person for all legal and other expenses reasonably incurred by him or her in connection with any such claim or liability; provided, however, no such person shall be indemnified against, or be reimbursed for, any expense incurred in connection with any claim or liability arising out of any appropriation of any business opportunity of the corporation, any act or omission not in good faith or which involves intentional misconduct or a knowing violation of law, or any transaction from which he or she derived an improper personal benefit.

As a condition to any such right of indemnification, the Association may require that it be permitted to participate in the defense of any such action or proceedings through legal counsel designated by the Association and at the expense of the Association.

The Association may purchase and maintain insurance on behalf of any Director or Officer of the Association.

SECTION 3 – Financial Transactions

The Board will ensure that financial policies governing the handling of the financial affairs of the Association are established, approved by the Board and updated, as necessary.

SECTION 5 – Parliamentary Procedures

In all official meetings of the Association, Robert’s Rules of Order Revised shall be the authority for parliamentary procedure. 

ARTICLE XIII - FISCAL POLICY  

SECTION 1 – Financial Policies and Procedures

All funds and transactions of the Association shall be in accordance with a published set of Financial Policies and Procedures. The Financial Policies and Procedures shall be reviewed annually by the Finance Committee and any appropriate recommendations for change submitted to the Board of Directors.

SECTION 2

The receipt and disbursements of all funds of the Association shall be set by financial policy and procedures approved by the Association at large.

SECTION 3 – Financial Audit

The Association shall have a full financial audit of the corporation by a Certified Public Accountant no later than six months after the close of the fiscal year.  The results of the audit shall be reported to the Board of Directors at the next Board Meeting.

ARTICLE XIV - DISSOLUTION

SECTION 1

In the event of dissolution, the residual assets of the Association will be turned over to one or more organizations which themselves are exempt as organizations described in Section 501(c)(3) and 170(c)(2) of the Internal Revenue Code of 1954 or corresponding sections of any prior or future Internal Revenue Code, or to the Federal, State, or local government for exclusive public purpose.

SECTION 2 - Limitations

Notwithstanding any other provisions of these Articles, this Association shall not carry on any other activities not permitted to be carried on by a corporation exempt from Federal Income Tax under Section 501(c)(6) of the Internal Revenue Code of 1954 or the corresponding provision of any future United States Internal Revenue law; or any other corresponding provision of any future United States Internal Revenue law.

ARTICLE XV - AMENDMENTS

SECTION 1

The Articles of Incorporation may be amended at any meeting of the Board of Directors by a two-thirds majority of the elected directors present and eligible to vote, provided that the proposed amendments have been distributed in writing to all agencies holding Regular Membership at least thirty (30) days prior to the meeting at which the amendments are to be considered.

SECTION 2

The Bylaws may be amended at any meeting of the Board of Directors by a two-thirds majority of the elected Board of Directors present and eligible to vote, provided the proposed amendments have been distributed in writing to all agencies holding Regular Membership at least thirty (30) days prior to the meeting at which the amendments are considered.

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