BYLAWS OF ALABAMA CHILD
SUPPORT ASSOCIATION, INC.
A NON-PROFIT
CORPORATION
INTRODUCTION
Definition of Bylaws
1.01. These Bylaws constitute the code of rules
adopted by Alabama Child Support Association, Inc., for the regulation and management of
its affairs.
1.02. This Corporation will have the purpose and
powers as may be stated in its Articles of
Incorporation, and such powers as are now or may be granted hereinafter by
law.
The primary purpose of this Corporation is to facilitate
the improvement in and delivery of child support services in the State of
Alabama, which includes, but is not limited to, the following:
(a) To establish
good relationships among the various offices involved in child
support,
(b) To encourage a high order of business and
professional attainment,
(c) To further knowledge of the civil and criminal law in Alabama as it
relates to child support,
(d) To
maintain high standards of ethics among its membership,
(e) To
educate the public regarding the child support program in Alabama,
ARTICLE TWO
2.01
The principal place of business of this Corporation in Alabama will be located at 515 South Perry Street, Montgomery, Alabama, 36104. In addition, the Corporation may
maintain other offices either within or without the State of Alabama, as its
business requires.
2.02.
The location of the initial registered office of this Corporation is 515
South Perry Street, Montgomery, Alabama. 36104. Such office will be continuously
maintained in the State of Alabama for the life of this Corporation. The Board
of Directors may from time to time change the address of its registered office
by duly adopted resolution and filling the appropriate statement with the
Secretary of State. The mailing address is 515 South Perry Street, Montgomery, Alabama. 36104.
ARTICLE THREE
MEMBERSHIP
Definition of Membership
3.01
The Members of this Corporation are those persons or agencies having
membership rights in accordance with the provisions of these Bylaws.
Class(es) of Members
3.02. This
Corporation will have three classes of Members that are designated as (1) DHR
Class, for Department of Human Resources, (2) DA Class, for District Attorneys,
and (3) Associate Membership Class, for all members not included in (1) and (2)
above. Each of the three classes of membership shall be subdivided further into
(a) individual or (b) agency memberships.
Qualifications of Members
3.03. The
qualifications of the Corporation's Members and rights by classification are as
follows.
(1)
DHR members must be employees of or under contract to the Alabama Department of Human Resources and be
involved in the Child
Support Program of the State of
(2) DA members must be employees of or under contract to a District
Attorney's office in the State of Alabama or an employee of the Office of
Prosecution Services of the State of Alabama and be involved in the Child
Support Program~ of the State of Alabama
(3) Associate members must be employee~ of federal, state or county agencies
who are not otherwise included in (1) or (2) above and who are involved in the Child Support Program of the State
of Alabama Notwithstanding any other provision contained in these Bylaws,
Associate members shall not have voting rights nor shall they be allowed to hold
any office in the Corporation or serve on the Board of Directors of the
Corporation
(4) Dual memberships are not allowed. Membership in one of the above classes automatically precludes membership in
another. Any questions regarding which of the above classes a particular individual or agency belongs to shall be
resolved by the Board of
Directors.
Member's Dues
3.04. The annual
dues payable to the Corporation by Members [of each class] will be in
such amount as may be determined from time to time by resolution of the Board of
Directors.
Place of Members' Meetings
3.05. Meetings of Members will be held at the location of the Alabama Office of Prosecution Services, said location currently being
515 South Perry Street, Montgomery, Alabama, 36104, or at any other place within or without the State as provided for by resolution of the
Board of Directors.
Annual members' Meetings
3.06. The annual meeting of the Members will be held at a time and place to be determined each year by the Board of Directors.
Special Members' Meetings
3.07 Special
meetings of the Members may be called by the Board of Directors.
3.08.
The President of the Alabama Child Support
Association, Inc, or his or her designee shall notify all members at least ten
(10) days prior to all membership meetings, and in the case of special meetings, the
purpose of the meeting must be included in said notice. If mailed, the
notice will he deemed to he delivered when deposited in the United States mail
addressed to the Member at his or her address a~ it appears on the records of
the Corporation, with postage prepaid.
Notwithstanding the
foregoing, each person or agency that becomes a member of this corporation, by
becoming same, consents and agrees that publication in DHR's "Supportline" or
'Happenings" and Office of Prosecution Services's "Alabama Prosecutor" of the
date, place, time and purpose of the annual meeting or any special meetings
within the required time periods shall be conclusively presumed to satisfy the
notice of meeting requirement, whether special or regular.
3.09
Each Individual Member and each Agency Member present at the meeting shall be entitled to one
vote on each matter submitted
to a
vote of
the
membership. Each Agency Member shall designate one person
present at the meeting to vote in the
Agency’s behalf. Agency representations shall be designated at the time of
registration for the meeting.
3.10.
There shall be no voting by proxy by the Members.
Quorum of Members
3.11. The number or percentage of Members entitled to
vote registered in person that constitutes a quorum at a meeting of Members will
be fifteen percent (15%). The vote 0f a majority of the votes entitled to be
cast by the Members present at a meeting at which a quorum is present is
necessary for the adoption of any matter voted on by the Members, unless a
greater proportion is required by law, the Articles of Incorporation, or any
provision of these bylaws.
Transferability of Membership
3.12.
Membership in this corporation is nontransferable and nonassignable.
Termination of Membership
3.13
Membership in this Corporation will terminate on any of the following
events, and for no other reason:
(1) Receipt by the Board of Directors of the written of a Member or his or
her duly authorized attorney-in-fact.
(2)
The death of a Member.
(3)
The failure of a member to pay dues on or before their due date.
(4) For cause, inconsistent with membership, and only after due
notice and a hearing on the issue.
Before a membership terminates for any reason, other than the resignation or death of a Member, the Member will be
given an opportunity to be heard and present evidence before the Board of
Directors, or a Committee
conduct said hearing. A member
terminating
automatically reinstated if the cause of termination is
corrected before formal
resolution
acknowledging such termination.
DIRECTORS
Definition of Board of Directors
4.01.
The Board of Directors is the group of persons vested with the management
of the business and affairs of this Corporation subject to the law, the Articles
of Incorporation, and the Bylaws.
4.02.
The Directors constituting the first Board of Directors as named in the
Articles of Incorporation will hold office until the corporation’s first annual
meeting in 1994. Therefore, all members of the Board of Directors shall be
elected for three years by a vote of the corporation’s general membership at the
annual meeting in which said three year terms expire.
The Board of Directors shall consist of eight members, four of which
shall be members of the DHR Class, and four of which shall be members of the DA
Class, said classes being defined in Section 3.02 and 3.03 herein.
4.03.
Any vacancy occurring on the Board of Directors for any reason, including
death, removal, resignation or termination of membership in the corporation
shall be filled by a majority vote of the remaining Directors who have same
membership classification status as the departing Director, so that the
remaining DHR directors will fill any DHR vacancy on the Board and the remaining
DA directors will fill any DA vacancy on the Board.
4.04.
Meeting of the Board of Directors, regular or special, will be held at
the registered office of this Corporation or at any place or places within or
without the State as the Board of Directors may designate by resolution duly
adopted.
4.05.
Written or printed notice stating the place, day, and hour of any special
meeting of the Board of Directors will be delivered to each Director not less
than two (2) nor more than ten (10) calendar days before the date of the
meeting, either personally or by first class mail, by or at the direction of the
president, or the Secretary, or the Directors calling the meeting. If mailed, such notice will be deemed to
be delivered when deposited in the United States mail duly certified and
addresses to the Director at his or her address as it appears on the records of
this Corporation, with postage prepaid.
Such notice need not state the business to be transacted at, not the
purpose of, such meeting.
4.06.
A special meeting of the Board of Directors may be called by either:
(1)
The President, or
(2)
One-half of the Board of Directors.
4.07.
Attendance of a Director at any meeting of the Board of Directors will
constitute a waiver of notice of such meeting, except where such Director
attends a meeting for the express purpose of objecting, at the beginning of the
meeting, to the transaction of any business because the meeting is not lawfully
called or convened.
4.08.
A majority of the whole Board of Directors will constitute a quorum. The act of a majority of the Directors
present at a meeting at which a quorum is present will be the act of the Board of Directors, unless a
greater number is required under the provisions of the Articles of
Incorporation, or any provision of the Bylaws.
4.09. In the event the Board of Directors reaches a deadlock on any issue that requires a resolution for the continued orderly
operation of the corporation, then in that event the issue requiring resolution shall be jointly submitted to the Executive Committee of
the District Attorneys Association and the Director to the Department of Human Resources for a joint resolution of said issue.
In resolving said issue, both the Executive Committee and the Director shall bargain in good faith with the primary goal of doing what
is in the best interest of the continued
existence and operation of
the corporation.
5.01.
The
Officers of the Corporation will consist of the following personnel:
(1)
President,
(2)
First
Vice President
(3)
Second
Vice President,
(4)
Secretary,
(5)
Treasurer.
Selection of Officers
5.02 The initial officers of the corporation shall be appointed by the Board of Directors to serve until the annual meeting in 1992.
Henceforth, each of the officers in 5.01 above shall be elected annually by a majority vote of the membership at the annual meeting
as follows:
(1) President – In years ending with an odd number, the President shall be elected from the DA Class of Membership.
In
years ending with an even
number, the President shall be elected from the DHR Class of
Membership.
(2) First Vice President – In years ending with an even number the First Vice President shall be elected from the DA
Class of Membership. In years ending with an odd number, the First Vice President shall be elected from the DHR
Class of Membership.
(3) Second Vice President, Secretary and Treasurer may be elected from either the DA Class or the DHR Class
of membership in any year.
President
5.03. The President will be the chief Executive Officer of the Corporation and will, subject to the control of the Board of
Directors or Directorial Committees, supervise and control the affairs of the Corporation. The President will perform all duties
incident to such office, and such other duties as may be provided in these Bylaws or as may be prescribed from time to time
by the Board of Directors.
First Vice
President
5.04.
The First Vice
President shall perform the duties of the President in his (her) absence.
Second Vice
President
5.05. The Second Vice President shall solicit membership for the organization from all persons employed in the area of child
support. He (she) will work with the Membership Committee Chairperson to encourage full participation by every such agency
involved in the child
support program, and shall
assist the President in any other manners deemed appropriate by the
President.
Secretary
5.06. The secretary shall (1) keep minutes of all meetings of Members and of the Board of Directors; (2) be the custodian of
the corporate records; (3) give all notices as are required by law or by these Bylaws; and generally (4) perform all duties incident
to the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws,
or that may
be assigned from time to time by the Board of Directors.
Treasurer
5.07. The Treasurer shall (1) have charge and custody of all corporate funds; (2) deposit the funds as required by the Board of
Directors; (3) keep and maintain adequate and correct accounts of the Corporation’s properties and business transactions;
(4) render reports and accounting to the Directors (and Members) as required by the Board of Directors or Members or by law;
and (5) perform in general all duties incident to the office of Treasurer and such other duties as may be required by law, by the
Articles of Incorporation,
or by these Bylaws, or that may be assigned from time to time by the
Board of Directors.
Removal of
Officers
5.08. Any Officer elected or appointed to office may be removed by the persons authorized under these Bylaws to elect or
appoint such Officers, whenever in their judgment the best interests of this Corporation will therefore be served. Such removal,
however, shall be without
prejudice to any contract rights of the
Officer so removed.
5.09 Any vacancy occurring by the death, removal or resignation of any officer of the corporation shall be filled by a majority vote
of the Board of Directors. Any person so appointed by the Board of Directors shall serve the remaining term of the departing
officer and the person appointed must
meet the requirements
contained in this article for the office which he or she fills.
INFORMAL ACTION
Waiver of Notice
6.01. Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these Bylaws,
a waiver of such notice in writing signed by the person or persons entitled to notice, whether before or after the time stated in such
waiver, shall be deemed
specify the nature of the business to be
transacted.
Action By
Consent
6.02. Any action required by law or under the Articles of Incorporation or these Bylaws, or any action that otherwise may be
taken at a meeting of the either the Members or Board of Directors, may be taken without a meeting if a consent in writing, setting
forth the action so taken, is signed by all persons entitled to vote with respect to the subject matter of such consent, or
all Directors in
office, and filed with the Secretary.
ARTICLE SEVEN
COMMITTEES
Definition of Directorial
Committees
7.01. This corporation may appoint Committees, each of which shall consist of two or more Directors. Such Directorial
committees shall have and exercise the authority as authorized by the Board of Directors. However, no such Committee shall have
the authority of the Board to
affect any of the
following:
(1)
Submission to Members of any
action for which the approval of Members is
required under the law.
(2)
Filling
of vacancies in the Board.
(3)
Adoption, amendment, or
repeal of Bylaws.
(4)
Amendment or repeal of any
resolution of the Board.
(5)
Action
on matters committed by Bylaws or resolution of the Board to another
Committee of the Board.
7.02 The Board of Directors, by resolution duly adopted by a majority of the Directors in office, may designate and appoint one
or more Directorial Committees and delegate to such Committee specified and prescribed authority of the Board of Directors to
exercise in the management of this corporation. The creation of such Directorial Committee, however, shall not operate to relieve
the Board of Directors,
or any individual Director,
of any responsibility imposed on such personnel otherwise by
law.
ARTICLE EIGHT
OPERATIONS
Fiscal Year
8.01.
The
fiscal year of this corporation shall be October 1 – September 30.
Execution of Documents
8.02 Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other
evidences of indebtedness of this Corporation shall be signed by the Treasurer and countersigned by the President, or his
or her designee, said designation to be made in writing by the President and approved by the Board of Directors. Any person
so designated by the President shall continue in such capacity until said President or his successor executes a written revocation
or a new designation. Contracts, leases or other instruments executed in the name of and on behalf of the Corporation shall be
signed by the Secretary or his or her designee and countersigned by the President or his or her designee, said designees to be
named in writing and approved by the Board of Directors. Any person so designated by the Secretary or President shall continue
in
such capacity until said
Secretary or President or the successor of same shall execute a written revocation or a
new designation.
Books and
Records
8.03. The Corporation shall keep correct and complete books and records of account, and minutes of the proceedings of its
Members, Board of Directors, and Directorial Committees. The Corporation will keep at its registered office a membership register
giving the names, addresses, and showing classes and other details of the membership of each, and the original or a copy of its
Bylaws including
amendments to date certified
by the Secretary of the Corporation.
Inspection of
Books and Records
8.04 All books and records of this Corporation may be inspected by any Member, or his or her agent or attorney, for any
proper purpose at any reasonable
time on written demand under
oath stating such purpose.
8.04.
This
Corporation shall not have or issue shares of stock. No
Corporation shall be distributed to its Members,
Directors, or Officers. The
Corporation may, however,
reasonable
amount to Members, Officers, or Directors for
Loans to
Management
8.05.
This
Corporation shall make no loans to any of its Directors, Officers or to any of its key management
or other personnel.
Corporate
Assets
8.07. (1) No Member or Incorporator may have any vested right, interest, or privilege of, in, or to the Corporation’s
assets, functions, affairs, or franchises, or any right, interest, or privilege that may be transferable or inheritable, or that will continue
if his
or her membership ceases, or while he or she is not in good standing.
(2) Expelled Members shall
have no property rights to assets of the Corporation.
(3) Upon dissolution, any Corporate assets remaining after the payment or discharge of all corporate liabilities: the
return, transfer, or conveyance of assets held on conditions requiring the same; and the transfer or conveyance of assets
received and held subject to limitations permitting
their use only for
charitable, religious, eleemosynary, benevolent,
educational, or similar purposes shall be distributed as follows: One-half to Office of Prosecution Services and One-Half to
Department of Human Resources.
(4) The directors may authorize secured transactions or other dispositions of corporate assets without approval
by the Members.
ARTICLE NINE
AMENDMENTS
Amendment of Articles of
Incorporation
9.01. The power to alter, amend, or repeal the Articles of Incorporation of this Corporation is vested in the Board of Directors
and in the Members. Such action must be taken pursuant to a resolution approved by a statutory majority of the Directors and
by a statutory
majority of the members.
Modification of Bylaws
9.02. The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as is allowed by law,
is vested in the Board of Directors.
ADOPTION OF
BYLAWS
Adopted by the Board by resolution and vote of 8 for to 0 against said adoption on August 1, 1991 at Montgomery, Alabama.