BYLAWS OF THE AMERICAN PUBLIC HUMAN SERVICES ASSOCIATION
Article I – Name
Name. The name of this organization shall be the American Public Human Services Association, hereinafter called the “Association.”
Article II – Purpose
Purpose. The Association shall, in accordance with specific objectives to be established by the Board of Directors, represent public human service agencies and leaders in the exchange of knowledge and best practices and in the review, development and advocacy of sound national policy in matters pertaining to health and human services.
Article III – Membership
Section 1/Membership Eligibility.
Eligibility criteria for membership in the American Public Human Services Association shall be prescribed by the Board of Directors. Such criteria shall include the following:
i. Any agency administering a public human service program on the state or local level.
ii. Any officer or employee of such agency.
iii. Any other agency or organization that manifests an interest in public human services consistent with the purpose of the American Public Human Services Association as prescribed in Article II.
iv. Any officer or employee of such agency or organization.
v. Any other person who, in the judgment of the Board of Directors, manifests an interest in public human services consistent with the purpose of the American Public Human Services Association as prescribed in Article II.
Section 2/Continuing Eligibility and Revocation.
A. Continuing Eligibility. Association membership in good standing is defined as a qualified agency or individual who shares the overall purpose of the Association and is current on all membership requirements including the payment of applicable dues. Membership in the Association will begin on receipt of applicable dues established by the Board of Directors and continued payment of dues.
B. Revocation. Authority is hereby vested in the Board of Directors to revoke any agency or individual membership for failure to meet the eligibility requirements, including non-payment of dues, and when, in the judgment of the board, such revocation is necessary to protect, foster, and promote the purpose of the Association as prescribed in Article II.
Section 3/Meetings and Voting.
A. Meetings. An annual meeting of the members entitled to vote may be held at such time and place as may be provided by the Board of Directors. Special meetings of the members may be called by the president or by the Board of Directors. Any action that may be taken at a meeting of the members may also be taken via written ballot of the members.
B. Voting. All members shall be entitled to vote to elect officers, to amend the bylaws, and on such other matters as may be submitted to them by the Board of Directors. Only one vote may be cast by any agency or organization member. One-tenth of all members entitled to vote constitutes a quorum, and a majority carries an action where a quorum is present, unless otherwise provided for in these bylaws or by law.
Article IV – Board of Directors
Section 1/Board of Directors.
A. General. The Board of Directors shall be the governing body of the Association.
B. Board of Directors Composition. The Board of Directors shall consist of:
i. the immediate past president of the Association;
ii. the chair of the APHSA Leadership Council, who must be a member of the National Council of State Human Services Administrators;
iii. the chair of the National Council of Local Human Service Administrators;
iv. the immediate past chair of the Affiliate President’s Council or a designee appointed by the Affiliate Presidents’ Council;
v. the executive director of the Association, who shall serve as the secretary; and
vi. 2 to 6 additional directors, as determined and appointed by the Board, and who are selected based on the prevailing business, operational and practice needs of the Association.
C. Board of Directors Duties. The duties of the Board of Directors shall be:
i. To establish the overall strategic direction of the Association including its association-wide priorities and objectives.
ii. To establish appropriate association-wide policies consistent with the bylaws governing the Association.
iii. To select the executive director of the Association, and fix the salary and other conditions of employment. The executive director shall be selected because of knowledge of, interest in, and leadership displayed in the field of public human services. The executive director shall serve at the pleasure of the board.
iv. To authorize the creation of and provide oversight of all committees, councils, affiliates, and such other groups as appropriate to achieve the organization’s objectives and approve the rules governing their operations. The Board has ultimate authority over the affairs of and all policy and public positions of the Association, and therefore has ultimate authority over all councils, committees, Affiliates, and other Association groups.
v. To oversee the finances of the Association, including approving an annual budget and providing for and reviewing an annual audit.
D. Terms. All board members shall be appointed or elected for terms of three years (except when elected or appointed to fill interim vacancies), and shall serve until their successor is elected or appointed. Official terms begin on January first of the year following election or appointment. A board member may be elected or appointed to one additional consecutive term of three years.
E. Meetings and Voting. The Board of Directors shall meet at least once annually upon the call of the president. Upon the written request of one-third of the members of the board, the president shall call a meeting of the board to be held within sixty (60) days. One-half of the membership of the board shall constitute a quorum for the transaction of business. A majority of the members of the board present at a meeting shall prevail on all questions.
F. Continuing Eligibility. Board members who serve because of a leadership position on one of the councils must continue in their respective roles with those respective entities to continue eligibility for board seats. If their position changes, the appointing authority will be asked to fill the vacancy pursuant to Article V, Section 2. The immediate past president also serves as an ex-officio member of the Board only so long as he or she continue to serve in the same professional position he or she held while serving as president. If his or her professional position changes, then he or she shall no longer serve on the Board and the immediate past president position shall remain vacant for the remainder of the term.
G. Removal or Resignation. A board member may be removed at any time with or without cause by the same body and in the same manner that the board member was elected or appointed. A board member may resign at any time by providing written notice to the Board of Directors.
H. Compensation. All directors shall serve without compensation for their service as directors.
A. Officers. The officers shall lead the Board of Directors of the Association.
B. Officer Composition. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer.
C. Officer Duties. The duties of the officers shall be:
i. The president shall preside at all business sessions of the membership, the board, and the Executive Committee. The president and the executive director shall be the official representatives of the Association. The president may designate others to represent the Association. Except as otherwise provided by the board, the president shall appoint for a specified term all committee members, except the Executive Committee, and designate the person to chair each committee.
ii. The vice president shall perform all of the duties of the president in the event of the president’s absence, resignation, or inability to perform duties of the office.
iii. The treasurer shall review all fiscal matters affecting the Association and shall submit regular fiscal reports to the board.
iv. The executive director serves in the office of secretary and shall be responsible for all administrative and executive functions and shall submit an annual report to the Board of Directors.
D. Terms and Eligibility. Elected officers shall serve two years terms (except when elected to fill interim vacancies), or until their successors are elected. An officer shall be able to succeed himself or herself for one additional consecutive term of two years. To be eligible to serve as an elected officer of the board, the prospective officer must be currently serving as a board member at the time of nomination. To serve as President, the Board member must be a CEO of a state agency in good membership standing with the Association. Officers are nominated by the Board and elected by the membership. If an officer of the board has a status change during the officer’s tenure that would make that officer ineligible for membership in the body that appointed that officer to the board, that officer is no longer eligible to hold office. If an officer’s term as a director concludes before his or her term as an officer, the officer’s director term shall be extended to coincide with his or her officer term.
Section 3/Executive Committee.
A. Executive Committee. The Executive Committee shall support the operations of the Board of Directors.
B. Executive Committee Composition. The Executive Committee shall consist of the president, vice president, secretary and treasurer.
C. Executive Committee Duties. The Executive Committee shall have power between meetings of the Board of Directors, and in the absence of a quorum of the board, to take final action consistent with established policies of the Association in matters which the Executive Committee determines to be urgent, and such action shall be reported to the board at the next meeting; all other actions shall be subject to confirmation of the Board of Directors at its next meeting or shall be submitted to the board members for confirmation by electronic mail vote, whichever procedure the Executive Committee deems necessary.
D. Meetings and Voting. A majority of the members of the Executive Committee shall constitute a quorum and a majority of those members present at a meeting shall prevail on all questions.
Article V—Director and Officer Selections
Section 1/Ex Officio Directors.
Five members of the Board shall serve as directors ex officio, by virtue of their other positions as follows:
Section 2 /Elected Directors.
The Board of Directors elects an additional 2 to 6 members of the board, in accordance with a nominations process as determined by the Board. Elections shall be carried out at a regularly scheduled meeting of the full board. The board members shall be elected or designated ex officio on a schedule that allows approximately one-third of director positions to come open each year.
Section 3/Officer Nominations and Elections.
A. Nominations of Officers. The secretary position shall be filled ex officio by the executive director of the Association. Candidates for the president, the vice president, and the treasurer positions shall be nominated by the Board of Directors from currently serving members of the board. For any officer seat coming open for the following year, nominations shall be made by the Board, and following the nominations, the ballot will be submitted to the membership for elections as provided in section B.
B. Elections. Within three weeks of receipt of the report of the nominations from the Board of Directors, the executive director shall send an election ballot to the general membership containing the names of the nominees, listing appropriate identifying information, along with instructions for casting the ballot. The executive director shall report to the president who will certify as elected those persons receiving the largest number of votes.
For vacancies of officers and elected board members, the Board of Directors shall elect a person to fill the vacancy until it can be filled through election for the unexpired term, at the next regular election of the Association. The Board of Directors may conduct a special election to fill vacancies. When vacancies of ex officio members occur, the appointing or designating authority shall appoint a person to fill the vacancy at a regularly scheduled meeting of that authority.
Article VI – Councils and Committees
Councils. The APHSA Leadership Council, the National Council of State Human Service Administrators (also referred to as the State Policy Council), the National Council of Local Human Service Administrators (also referred to as the Local Council) and the Affiliates Presidents’ Council are standing councils of the Association that work to advance its purpose as set out in Article II and in accordance with the objectives established by the Board of Directors. Each council may adopt bylaws or charters detailing the purpose and membership of the council so long as those governing documents are in conformance with the Association bylaws.
Committees. The Board of Directors may establish standing, ad hoc or special committees to carry on the affairs of the Association. The composition of each committee and manner of appointment of its members shall be determined by the Board of Directors with the president having the authority to appoint committee chairs and members unless otherwise directed by the board. These bylaws also apply to committees of the Board of Directors.
Article VII – Association Affiliates
Section 1/Association Affiliates.
A. Affiliate of the Association. The Association shall encourage and recognize the establishment of affiliates based on common interest of its members, the subject matter expertise brought by the affiliate and the strength in working together to achieve the purpose of the Association.
B. Affiliate Guidelines. The affiliate must adhere to the following guidelines:
i. The affiliate must share the overall purpose, objectives and strategy of the Association.
ii. The bylaws of the affiliates shall be in conformance with the Association bylaws.
iii. Affiliate and Affiliate officers must follow the Association policies and procedures, including compliance with all financial reporting and filing requirements.
C. Establishment. The Board of Directors shall approve the addition of an Affiliate by a two-thirds vote of the board.
D. Dissolution. Should the affiliate be suspended, dissolved or terminated in any way, any material assets of the affiliate shall be rendered to the Association.
E. Suspension. The affiliate of the Association may be suspended by the Board of Directors for violation of or failure to comply with the Association bylaws, including specifically, but without limitation, provisions respecting payment of dues, eligibility of members and observance of policies as may be adopted by the Board of Directors from time to time. If the affiliate is suspended or terminated it may be reinstated by the Board of Directors at any time subsequent to such suspension or termination upon a proper showing of good cause to justify a reinstatement of affiliation with the Association.
Article VIII - Miscellaneous
Fiscal Year. The fiscal year of the Association is January 1 to December 31.
Restrictions. All policies and activities of the Association are consistent with applicable tax-exemption requirements imposed on the Association, including the requirements that the Association not be organized for profit and that no part of its net earnings inure to the benefit of any private individual.
Books and Records. The Association must keep books and records of its financial accounts, meeting minutes, and membership lists.
Robert's Rules of Order. Unless otherwise provided for in these bylaws, the current edition of Robert's Rules of Order Newly Revised shall be the parliamentary authority of the Association.
Contracts. The Board of Directors may authorize any officer, agent or employee, to enter into or execute any contract on behalf of the Association. However, without such authorization, no person has the power or authority to bind the Association under any contract or agreement, to pledge the Association’s credit, or to render the Association liable for any purpose or amount.
Conflict-of-Interest Policy. The Board of Directors shall adopt a conflict-of-interest policy that applies to all board members and employees of the Association. Whereas given the ultimate responsibility of the Board of Directors is to ensure that the appearance of or real conflict of interest be avoided, therefore, notwithstanding any existing language of the bylaws, the Board of Directors reserves the right to reject any given candidate, based on a reasonable board process that examines apparent or real conflict of interest.
Assets of Association and Dissolution. No member of the Association has any right, title, or interest in or to the Association’s assets. Should the Association liquidate, dissolve or terminate in any way, in no event may any assets inure to the benefit of or be distributed to any member, officer, board member, or employee of the Association.
Indemnification. The Association shall indemnify all officers, employees and agents of the Association to the full extent permitted by the law of Illinois and shall be entitled to purchase insurance for such indemnification as appropriate as determined by the Board of Directors.
Amendments. Proposed amendments may be considered by the Board of Directors and, if approved, shall be submitted to the entire membership. The bylaws may be amended only by the membership; amendments may be effected through an electronic or written mail ballot. A majority of member votes cast shall prevail where a quorum is present.