SOUTHEASTERN ASSOCIATION OF COMMUNITY ACTION AGENCIES
ARTICLE 1. NAME AND DESCRIPTION
Section 1. The name of the Association shall be the Southeastern Association of Community Action Agencies, hereinafter referred to as the Association. It shall be operated and administered in accordance with the provisions of its articles of its constitution and these bylaws.
ARTICLE II. PURPOSE
Section 1. To represent the Community Action Agencies within the Southeastern Region (Region IV) in strengthening communications with Federal Offices within the Southeastern Region (Region IV) in strengthening communications with Federal Offices within the Southeastern Region and promoting a more unified approach to solving the problems of poverty within the Southeastern Region.
Section 2. To serve in an exclusively charitable and educational capacity as provided under Section 501 (c) (3) of the U.S. Internal Revenue Code of 1954 as amended.
Section 3. In furtherance of its charitable and educational purpose, this Association shall conduct the following activities: Encourage, promote, and stimulate the community development of human resources, with particular emphasis upon the development of expertise in the operation of Community Action Programs which demonstrate promise of concrete progress toward elimination of poverty and the cause of poverty.
The means to accomplish these ends shall include but not be limited to:
a) Serve as an advocate for the poor within the Southeastern Region (Region IV) at all levels of government.
b) Promote professional growth and competence in the field of community development of human resources.
c) Solicitation, compilation and publication of information on current developments in
the area of community development of human resources and the appropriate distribution of such materials.
d) Providing public and non-profit agencies engaged in community development of human resources with information as to legislation and administrative policy pertinent to their projects and the development of human resources generally.
e) Assist public and private non-profit agencies engaged in community development of human resources projects toward solution of general administrative and supportive problems.
(f) Channel recommendations in the field of community development of human resources to appropriate governmental agencies in order to insure the continued development of new programs, the promulgation of appropriate administrative regulations, as well as necessary modifications of existing programs and regulations.
(g) As the occasion arises, make detailed presentations and recommendations on community development projects to various interested groups and agencies. The Association or individuals in the name of the Association shall not participate in, or intervene in, the publishing or distribution of statements in any political campaign or on behalf of any candidate for public office.
ARTICLE III. BOARD OF DIRECTORS
Section 1. The governance of the Association shall be executed by a Board of Directors consisting of 24 directors elected by the eight (8) State Associations and four (4) officers selected by the membership of the Association as hereinafter set forth.
The Board of Directors may choose to appoint an individual to serve as the Executive Director of the Association. In the alternative, the Board may enter into a contract with another entity to provide management services and support to the organization. Should the Board choose to contract for such services, the contracting entity shall appoint an Executive Director of the Association with the concurrence of the Board.
The Executive Director is responsible for all administrative activities and functions of the Association and serves at the pleasure of the Board of Directors.
Section 2. Each State Association shall elect or otherwise cause to be appointed, three (3) directors to the Board of Directors. Each state shall also elect one (1) alternate who shall represent any duly elected member of the Board from that state in their absence. The alternate, when representing an absent member, shall have the same rights and privileges as the elected member represented. Each director and the alternate elected or otherwise appointed by each state shall not be seated as a voting member of the Association Board of Directors until it is certified by the Executive Director of the Association that such Director and/or alternate is a member in good standing in the Association. The President or Executive Director of each State Association shall duly notify the Executive Director of the Association of those directors’ and alternates’ names and mailing addresses. The Executive Director of the Association shall notify the officers of the Association and the member agencies of those individuals serving on the Board of Directors and their contact information. Such notification may be accomplished through electronic communication and/or posting to the Association’s website.
Section 3. In addition to the twenty-four (24) directors selected in the State Association meetings, each of the four (4) principal officers shall be members of the Board of Directors of the Association. In the event any of the four (4) principal officers, elected at the annual meeting, at that time holds the position of a board member, the President of the State Association shall appoint a replacement to fill the vacancy created until the next regularly scheduled state meeting at which time a new Board member shall be elected or appointed by the same process all other directors are elected or appointed from that state.
Section 4. The immediate past president shall become an ex-officio/non-voting member of the Board of Directors for a period of one year.
Section 5. A quorum of the Board of Directors shall consist of a majority of those seated on the Board of Directors represented in person or by proxy. Persons wishing to assign their vote to a proxy must designate their proxy specifically by name in writing. A proxy may only be given to a current member of the Board of Directors who represents the same state as the person giving the proxy.
Section 6. A member of the Board who is unable to attend a scheduled or called meeting should advise the President of their inability to attend. The President shall extend permission to the Board member for such absence. Should a Board member fail to advise the President of their absence, the absence will be considered unexcused. A Board member shall be removed from their position following unexcused absences at two consecutive or called meetings. The President will advise the President of the State Association of the removal, and request that another Board member be elected or appointed by the same process all other directors are elected or appointed from that state.
ARTICLE IV. OFFICERS OF THE BOARD
Section 1. The officers of the Association shall be a President, Vice-President, Secretary, and Treasurer. All officers shall be elected at the annual meeting for a two-year term. Any officer may have the privilege of succeeding himself for office, but may not serve more than two consecutive terms in one office. All officers shall be seated upon their being certified elected by the Nominations/Selection Committee.
Section 2. It shall be a qualification for the office of President of the Association that the individual seeking such shall represent an agency which has been a member of the Association in good standing for at least two years immediately prior to the annual meeting at which the election shall take place. Candidates for other elected offices of the Association shall represent an agency which has been a member of the Association in good standing for at least one year immediately prior to the annual meeting at which the election shall take place. In meeting this qualification dues must be paid not later than June 15th of each year.
ARTICLE V. DUTIES OF OFFICERS
Section 1. President. The President shall be the direct supervisor of the Executive Director of the Association. He/She shall preside at all meetings of the Board of Directors, the Executive Committee, and at the annual meeting. Pursuant to Article VI, the President shall appoint the members and chairpersons for each standing committee, and shall be an ex officio member of each committee without voting privileges. He/She shall have general oversight of the Executive Director and will insure that all Board policies, resolution and directive are carried out.
Section 2. Vice-President. In the absence of the President the Vice-President shall preside at meetings of the membership of the Association and the Board of Directors. In the event of the President’s illness, absence, or inability to perform the duties and responsibilities of the President as hereinbefore enumerated, the Vice-President shall assume those responsibilities.
Section 3. Treasurer. The Treasurer provides oversight of the financial affairs of the Association. He/she assists the Executive Director in the preparation of an annual budget, and presents the budget to the Board for approval. The Treasurer approves all expenditures in excess of $10,000. The Treasurer receives and reviews each month’s financial reports as provided by the Executive Director, including a detailed listing of all financial transactions for each month and approves their release to all members of the Board. The Treasurer provides a detailed report of the financial condition of the organization at each meeting of the Board. The Treasurer serves as the chairperson of Association’s Finance Committee.
Section 4. Secretary. The Secretary shall maintain minutes and records of the Association that are not otherwise maintained by the Executive Director. He/she is responsible for keeping the Articles of Incorporation and Bylaws of the Corporation, including all amendments, in a volume for that purpose that shall be provided to next Secretary within 30 days of assumption of office. The Secretary is responsible for reviewing draft minutes for all meetings and approving their release to members of the Board. The Secretary is responsible for recording attendance at each meeting of the Board from a listing provided by the Executive Director. The Secretary, using a listing provided by the Executive Director, shall record any vote on matters coming before the Board requiring such a vote. The Secretary serves as chairperson of the Nominations/Selection Committee.
ARTICLE VI. STANDING COMMITTEES
Section 1. The standing committees of the Board shall be as follows:
a) Executive Committee
b) Nominations/Selection Committee
c) Finance Committee
d) Bylaws Committee
e) Programs and Services Committee
f) Planning, Marketing and Branding Committee
g) Training and Certification Committee
Section 2. Officers of the Corporation shall chair the following committees by virtue of the office held:
a) Executive Committee, President to serve as Chairperson
b) Bylaws Committee, Vice-President to serve as Chairperson
c) Finance Committee, Treasurer to serve as Chairperson
d) Nominations/Selection Committee, Secretary to serve as Chairperson
The President, with approval of the Board of Directors, shall appoint the individuals to serve as Chairpersons of the remaining Standing Committees and shall appoint the members of each Standing Committee.
Section 3. The President may appoint special committees from time to time at his/her discretion or at the direction of the Board of Directors of the Association.
Section 4. The Executive Committee shall be composed of the elected officers of the Corporation and the Chairpersons of the Program and Services Committee, the Planning, Marketing and Branding Committee and the Training and Certification Committee.
The Executive Committee shall have the power to act on behalf of the Board of Directors between meetings of the Board. All actions of the Executive Committee shall be reviewed and may be approved or disapproved by the Board of Directors at its next regular meeting.
The Secretary shall maintain permanent records of all minutes of the Executive Committee and shall, following each meeting of the Executive Committee, prepare a record of the proceedings of the meeting. The Secretary shall provide a copy of such document to the Executive Director of the Association, who shall distribute copies of the document to all members of the Board of Directors.
ARTICLE VII. BUDGET AND DISBURSEMENTS
Section 1. The Board shall establish an annual budget specifying projected budget expenditures based on projected available funds.
Section 2. The fiscal year for such annual budget shall be from January 1 to December 31. All disbursements of funds shall be made by check and signed by the Executive Director. If the amount of any check exceeds $10,000, the check must bear Two signatures. In addition to the Executive Director, the Treasurer, after a review of the supporting documentation for issuance of the check, shall execute such checks. Should the Treasurer be unavailable, the President shall perform these functions in his/her absence.
Section 3. The Executive Director as “authorizing officer” is responsible to the Treasurer, the President and other members of the Board of Directors for all expenditures. Only authorized expenditures may be disbursed.
Section 4. All funds must be maintained in an interest-bearing account, insured to the maximum limits provided by the Federal Deposit Insurance Corporation. Should funds in any account exceed the maximum FDIC insurance limits, those funds in excess of such limits shall be transferred to another account in order to provide that protection, or in the alternative, collateralized in a sufficient amount by the financial institution to provide full protection of all assets. All financial institutions providing account services to the Association shall be approved by the Board of Directors.
Section 5. The Finance Committee shall be responsible for an annual internal audit of the Association’s financial records. The audit may be performed by the Finance Committee or by an independent auditor selected by the Finance Committee and approved by the Board of Directors.
The Finance Committee shall comply with all requirements for an independent audit prescribed by Federal or State rules or regulations or imposed by any public or private funding entity.
The audit, whether by the Finance Committee or an independent auditor, shall be completed within a time frame to allow Board approval of the Form 990 and its timely submission to the Internal Revenue Service. A complete report of the audit shall be made available at the annual membership meeting.
ARTICLE VIII. MEMBERS AND MEMBERSHIP
Section 1. Any Community Action Agency in the Southeastern Region or agency funded from Community Services Block Grant funds shall be admitted to the Southeastern Association of Community Action Agencies upon receipt of the regional membership dues from that agency seeking membership by the Executive Director of this Association. Any member agency who is represented on the SEACAA Board of Directors must certify to the Executive Director that they are members of their respective State Association. The Executive Director or such individual designated by the respective Board of Directors of a member agency shall be recognized as the voting representative for purposes of representing such agency and voting on any matter to come before the Association.
Section 2. Every member agency in good standing shall have the right to participate in all activities open to the membership of the Association, including the right to vote in election of the four (4) principal officers of the Association and the representative to the National Community Action Partnership Board of Directors. Any employee of a member agency in good standing shall be eligible to hold office in the Association subject to the qualifications of that office.
Section 3. An organization which supports the concept of Community Action shall be admitted to the Association as a sustaining member upon approval of the Board of Directors and payment of their dues to the Executive Director of the Association. A sustaining member shall have the right to participate in activities of the Association. A sustaining member shall not be eligible to hold office in the Association.
Section 4. Membership dues shall be due and payable on the first day of January of each year. All memberships expire on the 31st day of December each year. The amount of membership dues shall be established by the Board of Directors.
Section 5. To support the cause of this Association, all members in good standing shall have a membership card which shall be both an identification card and an indication of support of SEACAA.
ARTICLE IX. ELECTIONS AND VOTING
Section 1. The election of the SEACAA officers and the representative to the Community Action Partnership Board of Directors shall be conducted biannually, in even numbered years, and shall be for two (2) year terms.
Section 2. The Secretary of the Board of Directors shall serve as the chairperson of the Nominations/Selection Committee as provided for in Article VI. The President shall appoint members of this committee which shall be composed of eight members, one being from each of the eight states in the Southeastern Region.
Section 3. It shall be the duty of the Nominations/Selection Committee to identify the candidates for the bi-annual election of officers of the Association and the representative to the National Community Action Partnership Board of Directors. The Nominations/Selection Committee shall establish appropriate deadlines for election related activities to allow sufficient time to identify candidates for office and conduct the election in order for the results to be certified at the Annual Meeting of the Association. The first responsibility shall be to direct that the Executive Director of the Association send electronic communication, consistent with the approved deadlines, to the voting representative of all eligible agencies within the Southeastern eight (8) states informing them of the pending election and the time frame. It shall be the responsibility of the voting representative to share this information with employees and board members of the agency member.
Section 4. An employee or board member of a member agency desiring to become a candidate for any elected office of the Association shall notify the Chairman of the Nominations/Selection Committee in writing, of the intent to seek a specific office. The written communication bearing the announcement of candidacy, accompanied by a brief resume of the candidate, shall be mailed or transmitted to the Chairman of the Nominations/Selection Committee in accordance with the deadlines established by the Committee
No individual may file as a candidate for more than one (1) elective position in the Association during each election.
The Nominations/Selection Committee shall complete a review those applications for candidacy to determine whether the potential candidates meet the qualifications for position the candidate is seeking as defined in Article IV. The Chairman of the Nominations/Selection Committee shall transmit the names and resumes of qualifying candidates to the Executive Director in accordance with the deadlines established by the Committee.
Section 5. The Executive Director of the Association shall select and purchase appropriate software that will allow the voting representative of each eligible member agency to participate electronically in each election for officers of the Association. An eligible member agency must be in good standing as of July 1 immediately preceding the annual election. Only voting representatives from such member agencies will receive access to a ballot. Such software should provide for two-party authentication to insure the security of the voting process and should provide a mechanism for voters to write-in candidates if they find those identified on the ballot unacceptable.
Notification of the election processes, including the identification of candidates, must be provided to the voting representative by July 15, and voting shall remain open until the deadline established by the Committee. Upon closure of the election, the Executive Director should provide the Nominations/Selection Committee with a full tally of the ballots, including any write-in candidates.
Section 6. Upon the opening of the business session of the annual meeting, the Nominations/Selection Committee, by direction of the President, shall retire to review the tally of ballots. Following the review, the Committee shall vote to certify the results and shall return to announce results prior to closing of the said meeting. The candidate for each office receiving the highest number of votes shall be declared elected. In the event of a tie the winner shall be determined by a lottery in a manner decided by the Nominations/Selection Committee.
Section 7. In the event no candidate has announced for any particular election office of the Association, it shall be the duty of the Nominations/Selection Committee to secure at least one candidate meeting the qualifications of that particular office. The name of that individual will be transmitted to the Executive Director as provided in Article IX, Section 4, for inclusion on the ballot.
Section 8. If any officer or the Representative to the Community Action Partnership Board of Directors resigns or is unable to perform his/her duties, the President shall appoint a replacement until the next regular meeting of the Board of Directors, and at that time the Board of Directors will elect a replacement to fill out that term.
Section 9. Any officer or the Representative to the Community Action Partnership Board of Directors may be removed from office with just cause by two-thirds vote of the full membership at any duly called meeting providing the quorum requirements have been met.
ARTICLE X. MEETINGS
Section 1. Regularly scheduled meetings of the Board of Directors shall be not less than four times each calendar year.
Section 2. Time and place for holding each scheduled meeting shall be determined not later than the previous meeting.
Section 3. There shall be an annual meeting of the membership of the Association during the period of August 15 and November 30 for receiving annual reports, providing training and for the transaction of other business. As provided in Article IX, there will be an election of officers during the annual meeting in even numbered years.
The Executive Director shall deliver an electronic message to those voting representatives of member agencies notice of such meeting not less than ten days and no more than fifty days before the date of such meeting. The Executive Director shall maintain a copy of such communication for a period of no less than one year.
Section 4. Special meetings of the membership may be called by at least ten percent of the members requesting it in writing or by the Board of Directors. The notice provision for the calling of an annual meeting shall apply to the calling of a special meeting. The presence of sufficient members at any full membership meeting of the Association to comprise at least one-tenth of the votes entitled to be cast, provided all states are represented, shall constitute a quorum. In the event there is less than this number present the presiding officer may continue the meeting for informational purposes until such time as a quorum is present.
Section 5. A special meeting of the Board of Directors may be called by at least five (5) members of the Board or by the President. The same quorum requirements will apply at special meetings that are required at regular meetings. The notice provisions for the annual meeting shall apply to the calling of a special Board meeting.
Section 6. Each voting representative of a member agency in good standing shall have full voting rights at all membership meetings including the annual meeting. A member shall be deemed to be in good standing if their annual renewable membership is paid and in full force as of the day the meeting begins.
Section 7. The order of business may be altered or suspended at any regular meeting by a majority vote of those present and qualified to vote at the particular meeting. The usual parliamentary rules as laid down in Simplified Robert’s Rules of Order shall govern all debates, when not in conflict with these bylaws.
Section 8. Electronic Participation in Meetings – It is the desire of the Board that all meetings be conducted with members physically present and participation by electronic technology should be the exception. The Board, however, recognizes that circumstances may exist from time to time that preclude meetings in which some or all members are physically present.
Members may participate and be counted as a part of the quorum, as defined in Article III, Section 5, of any Board meeting by the use of electronic communication tools and may fully participate in the meeting including voting on all matters that come before the Board. Participation must be conducted by a method that allows simultaneous communications and all such communications must be audible to everyone involved.
ARTICLE XI. AMENDMENTS
Section 1. These bylaws may be changed or amended, or may be added to by two thirds vote of the membership present at any membership meeting provided at least a ten (10) day notice has been given of such pending action.
Section 2. Board of Directors. The Board of Directors may also change or amend or add to these bylaws as long as the following procedures are followed:
a) Written notice of the proposed change, amendment or addition shall be provided to all directors at least two (2) weeks prior to the Board meeting when the proposed action will be considered.
b) The proposed change, amendment or addition must be approved by at least two thirds (66 2/3%) of those seated on the Board of Directors represented in person or by proxy and shall be effective immediately upon approval. If the change, amendment or addition, however, fails to be ratified by the membership as described below, then it will be considered null and void as of the date it fails to be ratified.
c) The change, amendment or addition must be ratified by a two-thirds vote of the members present at the next membership meeting providing that at least ten (10) days written notice of the proposed ratification is given to all members.
ARTICLE XII – INTERNAL AFFAIRS – DISSOLLUTION
Section 1. The following provisions are for the regulation of the internal affairs of the Association and include provisions for the distribution of assets upon dissolution or final liquidation. It is the intention of the Association at all times to qualify and remain qualified as exempt from income tax under Section 501 (c) (3) of the U.S. Internal Revenue Code of 1954 as amended.
Section 2. Any person may be paid such compensation for service rendered the Association as the Board of Directors shall from time to time deem reasonable. The provisions of this Article XI shall not be deemed to exclude any right of any member, President, officer, or director to indemnification as may be provided in the bylaws of the Association or elsewhere in accordance with the law.
Members of the Board of Directors, upon approval of the President, may receive reimbursement of expenses incurred in service to the Board, but may not receive compensation for services provided. All reimbursements made on behalf of any board member shall be made payable to the agency for which the particular board member is employed or serves. The payee agency shall be responsible for the reimbursement to the individual board member.
Section 3. Indemnification Against Liability. The Southeastern Association shall indemnify and hold harmless each person who shall serve at any time as a director or officer of the Association or for reason of any action alleged to have been taken or omitted by him/her as such director or officer, provided however that no such person shall be indemnified against any claim or liability arising out of his/her own negligence or willful misconduct.
Section 4. In the event of dissolution of liquidation of this Association, all of its remaining assets and property of every nature and description whatsoever shall be paid over and/or transferred to an organization, fund, or foundation which has qualified for exemption from tax as an exclusively region-wide charitable trust, fund, or foundation under the U.S. Internal Revenue Code of 1954 as amended as the membership shall direct.
These Bylaws were adopted as amended at a meeting of the Board of Directors of the Southeastern Association of Community Action Agencies on May 16, 2023 in Birmingham, Alabama.