These Bylaws are subject to, and governed by, the understanding that” An unincorporated nonprofit association is an unincorporated organization consisting of three or more members joined by mutual consent for a common nonprofit purpose”.
ARTICLE I
1.1 General
The purposes for which KAD is organized are:
1.1.1
KAD is organized and shall be operated exclusively for charitable, scientific, and educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, as amended (the “Code”) or the corresponding section of any future federal tax code. Specifically, KAD shall work to strengthen nonprofits through consulting, education, networking, and resources.
1.1.2
To engage in any lawful activities incidental to the foregoing purposes, except as otherwise restricted herein.
1.2 Powers
KAD is a non-profit organization and shall have all of the powers, duties, authorizations, and responsibilities as provided in an unincorporated nonprofit association; provided, however, KAD shall neither have nor exercise directly or indirectly in any activity, that would invalidate its status as a corporation that is exempt from federal income taxation as an KAD described in Section 501(c)(3) of the Code.
ARTICLE II – OFFICES
2.1 Principal Office
The principal office of KAD shall be located at 13529 Coomer Path Pflugerville, TX 78660. Until the board makes an official change.
2.2 Other Offices
KAD may have such other offices as the Executive Board may determine or as the affairs of KAD may require from time to time.
ARTICLE III – Executive Board
3.1 General Powers and Responsibilities
KAD shall be governed by an Executive Board (“the Board”), which shall have all of the rights, powers, privileges, and limitations of liability of directors of a nonprofit unincorporated organization. The Board shall establish policies and directives governing the business and programs of KAD and shall delegate to any future Executive Director and KAD board members or staff, subject to the provisions of these Bylaws, authority, and responsibility to see that the policies and directives are appropriately followed.
3.2 Number and Qualifications
3.2.1
The Board shall have up to 5, but no fewer than 3, members. The number of Board members may be increased beyond 5 members by the affirmative vote of a majority of the then-serving Executive Board. A Board member need not be a resident of the State of Texas.
3.2.2
In addition to the regular members of the Board, representatives of such other KADs or individuals as the Board may deem advisable to elect shall be Ex-Officio Board Members, but shall not have voting power, shall not count as one of the regular Board members, and shall not be eligible for office.
3.3 Board Compensation
The Board shall receive no compensation other than reasonable expenses. However, provided the compensation structure complies with Sections 6.8 and 6.8.1 of these Bylaws, nothing in these Bylaws shall be construed to preclude any Board Member from serving the KAD in any other capacity and receiving compensation for services rendered.
3.4 Board Elections
The Governance Committee (5.2.4) shall present nominations for new and renewing Board members at the Board meeting immediately preceding the beginning of the next fiscal year. Nominations from the General Membership shall be made known to the Board in writing ( via email) before nominations are made and voted on. New board members must demonstrate minimum participation in at least 3 events during the previous year. Events include monthly meetings, social events, official events, or participating in a committee. New and renewing Board members shall be approved by a majority of those Board members at a Board meeting at which a quorum is present.
3.5 Term of Board
President and VP of Ops positions on the Board shall be for two-year terms. All other appointments to the board shall be one-year terms. No person shall serve more than two consecutive terms unless a majority of the Board at a Board meeting at which a quorum is present votes to appoint a Board member to one additional year. No person shall serve more than five consecutive years. After serving a total of two terms or two terms and one year, as the case may be, a Board member may be eligible for reconsideration as a Board member after two years have passed since the conclusion of such Board member’s service.
3.6 Vacancies
Vacancies on the Board may be filled by a majority vote of the Board at a Board meeting at which a quorum is present. A Board member elected to fill a vacancy shall be elected for the unexpired term of his or her predecessor in office.
3.7 Resignation
Each Board member shall have the right to resign at any time upon written notice thereof to the Board president, Secretary of the Board, or the Executive Director. Unless otherwise specified in the notice, the resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
3.8 Removal
A Board member may be removed, with or without cause, at any duly constituted meeting of the Board, by the affirmative vote of a majority of then-serving Board members. A board member may also be removed and deemed unsatisfactory due to lack of involvement or actions.
3.9 Meetings
The Board’s regular meetings may be held at such time and place as shall be determined by the Board. The president or any four regular Board members may call a special meeting of the Board on three days’ notice to each member of the Board. Notice shall be served to each Board member via hand delivery, US mail, e-mail, digital communication ( ie Slack, Facebook Messenger, or WhatsApp, Messaging), personal phone call, or fax. The person or persons authorized to call special meetings of the Board may fix any place, so long as it is reasonable, as the place for holding any special meeting of the Board called by them.
3.10 Minutes
At meetings of the Board, business shall be transacted in such order as the Board may determine from time to time. In the event the Secretary is unavailable, the Board president shall appoint a person to act as Secretary at each meeting. The Secretary, or the person appointed to act as Secretary, shall prepare minutes of the meetings which shall be delivered to KAD to be placed in the minute books of KAD.
3.11 Action by Written Consent
Any action required by law to be taken at a meeting of the Board, or any action that may be taken at a meeting of the Board, may be taken without a meeting if consent in writing setting forth the action so taken shall be signed by all Board members. Such consent shall be placed in the minute book of KAD and shall have the same force and effect as a unanimous vote of the Board taken at an actual meeting. The Board members’ written consent may be executed in multiple counterparts or copies, each of which shall be deemed an original for all purposes. In addition, facsimile signatures and electronic signatures or other electronic “consent click” acknowledgments shall be effective as original signatures.
3.12 Quorum
At each meeting of the Board or Board Committees, the presence of 3 Board members shall constitute a quorum for the transaction of business. If at any time the Board consists of an even number of members and a vote results in a tie, the vote of the president shall be the deciding vote. The act of the majority of the Board members serving on the Board or Board Committees and present at a meeting in which there is a quorum shall be the act of the Board or Board Committees unless otherwise provided by these Bylaws, or a law specifically requiring. If a quorum is not present at a meeting, the Board members present may adjourn the meeting from time to time without further notice until a quorum shall be present. However, a Board member shall be considered present at any meeting of the Board or Board Committee if during the meeting he or she is in radio, video communication (i.e. Zoom), via social media link, telephone communication with the other Board members participating in the meeting. Any changes to the bylaws, or membership fees will be presented to the membership as a vote. No minimum number of members is needed to vote.
3.13 Proxy
A Board member who is unable to attend a meeting of the Board or a Board Committee may vote by written proxy given to any other voting member of the Board or Committee or designated staff member who is in attendance at the meeting in question. However, a vote by proxy will not be counted toward the number of Board members needed to be present to constitute a quorum for the transaction of business. No proxy shall be valid after three months from the date of execution. Each proxy shall be revocable unless expressly stated therein to be irrevocable or unless made irrevocable by law.
3.14 Board Member Attendance
An elected Board member who is absent from three consecutive regular meetings of the Board during an elected year is encouraged to re-evaluate with the Board president his/her commitment to KAD. The board member not in attendance for three consecutive meetings may be deemed inactive. In this case, inactive board members may be removed by the Board President.
ARTICLE IV – OFFICERS
4.1 Officers and Duties
The Board shall elect officers of KAD which shall include a President, a Vice President of Operations, a Vice President of Community Engagement and Education, a Secretary, a Treasurer, and such assistants and other officers as the Board shall from time to time determine. The officers may also include a Past president for a term of one (1) year. In the event of an unfilled position, duties will fall to the remaining Board members until a time when the vacant position is filled.
4.2 President
The President shall preside at meetings and have the power to call meetings. The President shall be responsible for the leadership of the Board in discharging its powers and duties and shall, in general, supervise and control all of the business and affairs of KAD. The President may sign contracts and other instruments on the KAD’s behalf.
4.3 President-Elect
The President-Elect shall have all powers and duties of the President during the President’s absence, disability, or disqualification, or during any vacancy in the position of President, and such other powers or duties assigned by the President, the Board, or the Bylaws.
4.4 Past President
The Past President, if any, shall assist in advancing the goals and objectives of KAD through the application of knowledge gained through past Board experiences. The President shall be responsible for specific tasks delegated by the Executive Committee.
4.5 Vice President
The Vice President of Operations has the power to call meetings. They shall be responsible for the operational aspects of KAD's back-of-house running. The VP of Ops can organize and communicate with all committee chairs. Participates in Board strategic planning in conjunction with the President, Secretary, and Treasurer
Oversee day-to-day association operations, Secretary and Treasurer responsibilities, and define and implement operations strategy, structure, and processes. Manage the quarterly and annual budgeting process. Monitor performance to proactively identify efficiency issues and propose solutions.
4.6 Vice President Of Community Engagement & Education
The Vice President of Community Engagement & Education shall be responsible for scheduling and overseeing continuing education opportunities to be offered to our members, at least once quarterly. They will also be in charge of community relations, including overseeing any liaison programs with local providers or hospitals. This position will oversee membership drives and membership committee tasks.
This VP of Community Engagement & Education will also be tasked with managing any grievances filed, and identify whether the situation would be addressed with a) continuing education and scope of practice mentoring b) round table discussion with involved parties and/or board members, or c) an ethics committee evaluation.
4.7 Secretary
The Secretary shall (a) cause the minutes of all Board and Executive Committee meetings and proceedings to be recorded, (b) certify the accuracy of such minutes, (c) cause notice of all meetings to be given, (d) attest the signatures of KADS officers and Board members as required, (e) sign correspondence on behalf of the Board, and (f) have all other powers assigned by the Board, the president, or these Bylaws.
4.8 Treasurer
The Treasurer shall have access to records of all receipts, disbursements, assets, and liabilities of the KAD and shall report to the Board on the condition of such records and financial condition of KAD from time to time and at least quarterly. Before the beginning of the fiscal year, the Treasurer shall cause a proposed operating and capital expenditure budget to be presented to the Board for approval. The Treasurer shall prepare and submit to the Board a financial statement showing KAD’s net worth at the close of the fiscal year and cause a firm of outside certified public accountants to audit KAD's books and records at the end of each fiscal year. The Treasurer shall cause all members of the KAD responsible for the handling of funds to be adequately bonded and shall report on the fidelity bonds of such employees to the Board annually.
4.9 Election and Term of Office
All officers shall be members of the Board during their terms of office (3.5). The officer position of Secretary, Treasurer, and VP of Community Engagement and Education shall be elected for a one-year term. Officer positions of President, and Vice-President shall be elected for two-year terms, on alternating years No officer shall be eligible to serve more than two consecutive terms in the same office. The officers of the Board shall be nominated by the association, and elected by a majority vote annually by the association members (including board members) at regular Board meetings as terms expire or vacancies otherwise arise. A vacancy occurring in any office due to death, resignation, removal, disqualification, or any other reason may be filled by the Board for the unexpired portion of the term of office left vacant.
4.10 Removal
Any officer or agent (e.g., Executive Director) elected or appointed by the Board may be removed at any time by the affirmative vote of a majority of the Board, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.
ARTICLE V – COMMITTEES
5.1 Committee Chairs
The Chair may designate and appoint committees of the Board as deemed necessary. Each Board committee shall be overseen by a Board member appointed by the Chair or, at the Chair’s discretion, selected by the committee’s members, subject to the approval of the Board. Non-board members may be appointed to any Board committees at the discretion of the Chair.
5.2 Standing Committees
The Board can maintain the following standing committees as needed and participation allows the Executive Committee, Finance Committee, Development Committee, Governance Committee, Membership Committee, and Marketing Committee.
5.2.1 Executive Committee
The Executive Committee shall be composed of the officers of KAD, the chairs of each of the Board committees, and, at the Chair’s discretion, two additional voting Board members. The Executive Committee shall be responsible for conducting Board affairs in the intervals between meetings, dealing with matters of urgency that may arise between Board meetings, and coordinating the annual performance review of the Executive Director. The Executive Committee shall meet at the discretion of the Chair.
5.2.2 Finance Committee
The Finance Committee shall be composed of three or more Board members, one of whom shall be the Treasurer. The Finance Committee shall oversee all financial operations of the KAD, develop long-range fiscal plans, procure and review all external audits, and prepare and recommend an annual operating budget to the Board.
5.2.3 Development Committee
The Development Committee shall be composed of three or more Board members. The Development Committee shall be responsible for the KAD's fundraising activities and coordinate its fundraising goals with the Finance and Marketing Committees.
5.2.4 Governance Committee
The Governance Committee shall be composed of three or more Board members. This committee shall accept nominations from association members to be candidates to fill Board and officer vacancies and shall present a slate of officer candidates and Board member positions to the Board before the regular Board meeting at which approval of recommended candidates will be sought. The Governance Committee shall also be responsible for overseeing Board governance which shall include the orientation of new Board members, overseeing Board development tactics and programs, and using best efforts to review and update these Bylaws every two years or as necessary.
5.2.5 Membership Committee
The Membership Committee will connect new members with directory, mentorship, and association communication. The committee will be responsible for verifying each new member has paid dues, applied accurately, and is on the website promptly. They are responsible for communicating to the board president and vice president any complications that arise in the vetting process or that are missing in the membership process. Membership does not set the values for dues, application questions, or the membership process.
5.2.6 Marketing Committee
The Marketing Committee shall be composed of three or more association members. This committee shall focus on raising overall awareness about KAD in the Central Texas community and supporting the KAD staff and the Development Committee in furtherance of visibility and development goals.
5.2.7 Ethics Committee
Ethics committee evaluations will include a minimum of 4 members, led by the VP of Community Engagement & Education, with no less than 2 non-biased KAD doulas, and 1 non-KAD person with knowledge of birth work context, ethics, and scope of practice. An ethics committee may be called when a grievance filed (a) has not or cannot be resolved by a round table discussion or coaching, (b) is determined (by the board) to be a serious breach in ethics or scope of practice, or ( c) is causing damage to KAD credibility within the community.
5.3 Special Committees
The Chair may appoint special committees composed of Board members and/or non-Board members for purposes deemed appropriate by the Chair (i.e., special fundraising events, etc.). The term of such committees shall not be more than one year.
5.3.1KAD Special Committees may fall under the following groups
Mentoring
Outreach
Liaison - Hospitals
Liaison - Birth Center/ Midwives
Diversity and Inclusion
Doula Share & Events Committee
Social Media & Website
5.4 Advisory Council
The Board may maintain an Advisory Council which shall not have nor exercise the authority, responsibility, or duties of the Board. Except as otherwise provided in such resolution, members of such Advisory Council need not be Board members. The Board Chair shall appoint the members thereof. Any member may be removed by the Board Chair whenever, in the Board Chair’s judgment, the best interests of KAD shall be served by such removal.
5.5 Term of Office
Each member of a committee and the Advisory Council shall serve a term of one year, unless the committee is sooner terminated or unless a committee member is removed from such committee or Advisory Council.
5.6 Vacancies
Vacancies in the membership of any committee or Advisory Council may be filled by appointments made in the same manner as provided in the case of the original appointments.
5.7 Quorum: Manner of Acting
The act of the majority of the committee members present at a meeting at which a quorum is present shall be the act of the committee.
5.8 Rules
Each committee must follow all ethics, scope of practice, and membership guidelines adopted by the Board. They are also responsible for communicating any decisions, choices, or plans to board members in a timely fashion.
ARTICLE VI – MISCELLANEOUS
6.1 Fiscal Year
The fiscal year of KAD shall be from January 1st to December 31st.
6.2 Annual Budget
The Board shall adopt an annual operating budget, which specifies major expenditures by type and amount.
6.3 Books and Records
KAD shall keep correct and complete books and accounting records and shall also keep minutes of the proceedings of its Board.
6.4 Contracts and Grants
The Board may authorize any officer(s) or agent(s) of KAD to enter into contracts, leases, and agreements with and accept grants and loans from the United States; its departments and agencies; the State of Texas; its agencies, counties, municipalities, and political subdivisions; and public or private corporations, foundations, and persons; and may generally perform all acts necessary for a full exercise of the powers vested in it. The Executive Director or Board President shall have the authority to enter into such contracts and expend such funds on behalf of the KAD as the Board may specify.
6.5 Checks, Drafts, or Orders for Payment
All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of KAD shall be signed by such officer(s) or agent(s) of KAD and in such manner as shall from time to time be determined by resolution of the Board. In the absence of such determination by the Board, such instruments shall be signed by the Executive Director or Board President and co-signed by the Treasurer.
6.6 Deposits
All funds of KAD shall be deposited from time to time to the credit of KAD in such banks, trust companies, or other depositories as the Board shall select.
6.7 Acceptance of Gifts
The Board may accept on behalf of KAD any cash contribution, gift, bequest, or devise for the general purposes, or any special purpose, of KAD. Before acceptance of a significant non-cash contribution, gift, bequest, or devise, the Board shall determine, by resolution thereof, that the acceptance of such non-cash contribution, gift, bequest, or devise by KAD would be consistent with and further the purposes of KAD. Donations of in-kind goods may be received for the support of membership or the board's efforts to support the association.
6.8 Contracts Involving Board Members and/or Officers
Upon full disclosure of a direct or indirect interest in any contract relating to or incidental to the operations of KAD, members of the Board and officers of KAD may be permitted to maintain a direct or indirect interest in any such contract, notwithstanding that at such time they may also be acting as individuals, or trustees of trusts, or beneficiaries of trusts, members or associates, or as agents for other persons or corporations, or may be interested in the same matters as shareholders, trustees, or otherwise; provided, however, that any contract, transaction, or action taken on behalf of KADinvolving a matter in which a trustee or officer is personally interested as a shareholder, trustee, or otherwise shall be at arm's length and not in violation of the proscriptions in these Bylaws which prohibit KAD’S use or application of its funds for private benefit; and provided further that no contract, transaction, or act shall be taken on behalf of KAD if such contract, transaction, or act would result in denial of KAD’S exemption from federal income taxation under the Code and its regulations, as they now exist or as they may hereafter be amended. In no event, however, shall any person or entity dealing with the Board or officers of KAD be obligated to inquire into the authority of the Board and officers to enter into and consummate any contract, transaction, or take other action. Any Board member who would directly or indirectly benefit from a contractual relationship as described above shall not participate in the decision on whether that Board member shall be permitted by the Board to maintain such an interest.
6.9 Investments
KAD shall have the right to retain all or any part of any property – real, personal, tangible, or intangible – acquired by it in whatever manner and pursuant to the direction and judgment of the Board, to invest and reinvest any funds held by it without being restricted to the class of investments available to trustees by law or any similar restriction.
6.10 Exempt Activities
Notwithstanding any other provision of these Bylaws, no Board member, officer, employee, or representative of KAD shall take any action or carry on any activity by or on behalf of KAD that is not permitted to be taken or carried on by a KAD exempt from federal income taxation under sections 501(a) and 501(c)(3) of the Code and its regulations as they now exist or as they may hereafter be amended, or by an KAD contributions to which are deductible under section 170(a)(1) of the Code and its regulations as they now exist or as they may hereafter be amended, under being charitable contributions as defined in section 170(c)(2) of the Code and its regulations as they now exist or as they may hereafter be amended.
6.11 Captions
Captions (i.e., article and section headings) are inserted in these Bylaws for convenience only and in no way define, limit, or describe the scope or intent of these Bylaws, or any provision hereof, nor in any way affect the interpretation of these Bylaws.
6.12 Severability of Clauses
If any provision of these Bylaws is held illegal or unenforceable in a judicial proceeding, such provision shall be severed and shall be inoperative, and the remainder of these Bylaws shall remain operative and binding.