BYLAWS OF NATIONAL CASA ASSOCIATION

BYLAWS OF NATIONAL CASA ASSOCIATION As amended through January 22, 2016 TABLE OF CONTENTS ARTICLE 1. OFFICES .........................................
Author: Dorothy Clarke
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BYLAWS OF NATIONAL CASA ASSOCIATION

As amended through January 22, 2016

TABLE OF CONTENTS ARTICLE 1. OFFICES ......................................................................................................................................... 1 ARTICLE 2. PURPOSES .................................................................................................................................... 1 ARTICLE 3. MEMBERSHIP .............................................................................................................................. 1 3.1

Classes of Members ............................................................................................................................ 1

3.2

Qualifications for Membership .......................................................................................................... 1

3.2.1

CASA/GAL Program Members ...................................................................................................... 1

3.2.2

Individual Members ................................................................................................................... 2

3.2.3

Associate Members ..................................................................................................................... 2

3.2.4

Volunteer Members (Honorary Members) ............................................................................... 2

3.2.5

State Association Members ............................................................................................................ 2

3.2.6

Provisional Members .................................................................................................................. 2

3.3

Voting Rights ....................................................................................................................................... 2

3.3.1

Non-Voting Members ..................................................................................................................... 2

3.3.2

Voting Members ......................................................................................................................... 2

3.3.3

Limitation on Voting Rights ........................................................................................................... 2

3.4

Annual Meeting ................................................................................................................................... 2

3.5

Special Meetings ................................................................................................................................. 2

3.6

Place of Meetings ................................................................................................................................ 2

3.7

Notice of Meetings .............................................................................................................................. 3

3.7.1

Time and Place ................................................................................................................................ 3

3.7.2

Notice in a Tangible Medium; Effectiveness of Notice ................................................................. 3

3.7.3

Notice in an Electronic Transmission; Effectiveness of Notice ................................................... 3

3.7.4

Posting Notice on an Electronic Network; Effectiveness of Notice ............................................. 3

3.8

Waiver of Notice.................................................................................................................................. 4

3.9

Quorum ............................................................................................................................................... 4

3.10

Manner of Acting ................................................................................................................................ 4

3.11

Proxies ................................................................................................................................................. 4

3.12

Meetings by Telephone ....................................................................................................................... 4

3.13

Dues ..................................................................................................................................................... 4

ARTICLE 4. BOARD OF TRUSTEES ................................................................................................................ 4 4.1

General Powers; Qualifications .......................................................................................................... 4

4.2

Number ................................................................................................................................................ 5

4.3

Composition of the Board ................................................................................................................... 6

4.4

Election of Trustees ............................................................................................................................ 6

4.4.1

Board-Elected Trustees .................................................................................................................. 6

4.4.2

Ex-Officio Trustees ..................................................................................................................... 6

4.5

Term of Office ..................................................................................................................................... 6

4.6

Resignation.......................................................................................................................................... 6

4.7

Removal ............................................................................................................................................... 7

4.8

Vacancies ............................................................................................................................................. 7

4.9

Conflict of Interest .............................................................................................................................. 7

4.10

Annual Meeting ................................................................................................................................... 7

4.11

Regular Meetings ................................................................................................................................ 7

4.12

Special Meetings .................................................................................................................................8

4.13

Meetings by Telephone .......................................................................................................................8

4.14

Place of Meetings ................................................................................................................................8

4.15

Notice of Special Meetings .................................................................................................................8

4.15.1

Notice In Writing ........................................................................................................................8

4.15.2

Personal Communication ...........................................................................................................8

4.15.3

Electronic Transmission ............................................................................................................8

4.15.4

Posting Electronic Notice ........................................................................................................... 9

4.16

Waiver of Notice.................................................................................................................................. 9

4.16.1

In Writing .................................................................................................................................... 9

4.16.2

By Attendance ............................................................................................................................. 9

4.17

Quorum ............................................................................................................................................... 9

4.18

Voting; Manner of Acting ................................................................................................................... 9

4.19

Presumption of Assent ........................................................................................................................ 9

4.20

Action by Board without a Meeting ................................................................................................... 9

4.21

Board Committees ............................................................................................................................ 10

4.21.1

Standing or Temporary Committees ....................................................................................... 10

4.21.2

Executive Committee ................................................................................................................ 10

4.21.3

Resource Development Committee ......................................................................................... 10

4.21.4

Finance/Audit Committee ....................................................................................................... 10

4.21.5

Governance Committee ............................................................................................................ 10

4.21.6

Advisory Councils ......................................................................................................................11

4.21.7

National Leadership Council ....................................................................................................11

4.21.8

Quorum; Manner of Acting .......................................................................................................11

4.21.9

Resignation ................................................................................................................................11

4.21.10

Removal of Committee Member ...............................................................................................11

4.22

Compensation ................................................................................................................................... 12

ARTICLE 5. OFFICERS .................................................................................................................................... 12 5.1

Number and Qualifications .............................................................................................................. 12

5.2

Election and Term of Office.............................................................................................................. 12

5.3

Resignation........................................................................................................................................ 12

5.4

Removal ............................................................................................................................................. 12

5.5

Vacancies ........................................................................................................................................... 12

5.6

Chair .................................................................................................................................................. 12

5.7

Chair-Elect......................................................................................................................................... 13

5.8

Vice Chair .......................................................................................................................................... 13

5.9

Secretary ............................................................................................................................................ 13

5.10

Treasurer ........................................................................................................................................... 13

5.11

Chief Executive Officer ..................................................................................................................... 13

ARTICLE 6. NOMINATIONS AND ELECTIONS ........................................................................................... 14 6.1

Governance Committee .................................................................................................................... 14

6.2

Timing................................................................................................................................................ 14

6.3

Candidates ......................................................................................................................................... 14

ARTICLE 7. ADMINISTRATIVE AND FINANCIAL PROVISIONS .............................................................. 14 7.1

Contracts ........................................................................................................................................... 14

7.2

Loans or Extensions of Credit to Officers and Trustees ................................................................. 14

7.3

Budget ................................................................................................................................................ 14

7.4

Annual Audit ..................................................................................................................................... 14

7.5

Grant and Other Funding Proposals ................................................................................................ 14

7.6

Books and Records ............................................................................................................................ 14

7.7

Accounting Year ................................................................................................................................ 15

7.8

Rules of Procedure ............................................................................................................................ 15

7.9

Board Resolutions and Policies ........................................................................................................ 15

7.10

Management Policies and Regulations ............................................................................................ 15

ARTICLE 8. INDEMNIFICATION AND LIMITATION OF LIABILITY ....................................................... 15 ARTICLE 9. AMENDMENTS........................................................................................................................... 15

ARTICLE 1. OFFICES The principal office of the Association shall be located at its principal place of business or such other place as the Board of Trustees (“Board” or “Board of Trustees”) may designate. The Association may have such other offices, either within or without the State of Washington, as the Board may designate or as the business of the Association may require from time to time. ARTICLE 2. PURPOSES The purposes for which this Association is organized are: 2.1

To promote and encourage the formation, recruiting, training, development and activities of those programs providing individuals to act as the Court Appointed Special Advocate (“CASA”) or Guardian ad Litem (“GAL”) for neglected, abused, deprived or otherwise dependent children, and to represent the best interests of these children in court proceedings; and

2.2

To promote, manage, conduct and encourage research, scholarship, education, training and the distribution of information in, between and among volunteer CASA and GAL programs; and

2.3

To receive and administer funds from grants, donations and other sources, such monies to be used by, and for the purposes of, the Association as follows: a. as specified in the various grants; b. as specified by the donor; c. at the discretion of the Board; or d. as specified by state or federal regulations; provided that, any use of such funds must be consistent with the tax exempt purposes of Section 501(c)(3) of the Internal Revenue Code of 1986, and any amendments thereto; and

2.4

Any other purpose which the Board may approve from time to time; provided that such purpose is consistent with the mission and nonprofit nature of this Association and within the tax exempt purposes of Section 501(c)(3) of the Internal Revenue Code of 1986, and any amendments thereto.

ARTICLE 3. MEMBERSHIP 3.1

Classes of Members The Association shall have six classes of members. Additional classes of members and the qualifications and rights of each class of members may be established by amendment to these Bylaws.

3.2

Qualifications for Membership Qualifications for each class of members shall be as set forth below. Members may have such other qualifications as the Board may prescribe by amendment to these Bylaws. 3.2.1

CASA/GAL Program Members A program that provides trained, court appointed volunteers to advocate for abused and neglected children in the court system. To be a member program in good standing, a CASA/GAL Program must operate in compliance with the Association’s National Standards.

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3.2.2

Individual Members An individual who is in agreement with the purpose of the Association.

3.2.3

Associate Members An organization that is in agreement with the purpose of the Association, including a steering committee, community organization or a court outside the United States of America that is taking steps to develop a volunteer CASA or GAL program.

3.2.4

Volunteer Members (Honorary Members) An individual who serves as a CASA/GAL volunteer under the auspices of a member program.

3.2.5

State Association Members An organization that provides direct and/or support services to all CASA/GAL programs or offices within a state. To be a state association member in good standing, state associations must operate in compliance with the Association’s National Standards.

3.2.6

Provisional Members A community group, organization, or court which is in the planning or development stage of implementing a CASA or GAL program to serve abused and neglected children in the court.

3.3

Voting Rights 3.3.1

Non-Voting Members Provisional, Associate and CASA/GAL Volunteer Members shall be Non-Voting Members.

3.3.2

Voting Members CASA/GAL Program Members and State Association Members shall be entitled to five votes. State Association Members that also operate CASA programs within a state shall be entitled to an additional five votes for each local program site. Individual Members shall be entitled to one vote.

3.3.3

Limitation on Voting Rights Unless required by law, Voting Members shall be entitled to vote only on matters brought forth by the Board of Trustees for approval or adoption. Voting rights of members may be enlarged, limited or denied by amendment to these Bylaws. Each member entitled or requested to vote with respect to the subject matter of an issue submitted to the members for an advisory vote shall be entitled to cast votes according to the voting rights set forth above.

3.4

Annual Meeting The annual meeting of the members shall be held in conjunction with the National CASA Conference each year unless another date is designated by the Board. If the annual meeting is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

3.5

Special Meetings The Chair, the Board or the Executive Committee may call special meetings of the members for any purpose.

3.6

Place of Meetings All meetings of members shall be held at the principal office of the Association or at such other place within or without the State of Washington as shall be designated by the Chair, the Board or the Executive Committee.

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3.7

Notice of Meetings 3.7.1

Time and Place The Chair, the Secretary or the Board shall cause to be delivered to each member entitled to notice of or to vote at the meeting, not less than ten nor more than 50 days before the meeting, written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called.

3.7.2

Notice in a Tangible Medium; Effectiveness of Notice Notice may be provided in a tangible medium and may be transmitted by mail, private carrier, personal delivery, telephone, email or wire or wireless equipment that transmits a facsimile of the notice. 3.7.2.1 Notice by Mail Notice given by mail shall be effective when deposited in the United States mail, first-class postage prepaid, properly addressed to the member at the member’s address as it appears in the Association’s records. 3.7.2.2 Notice by Facsimile Notice given by facsimile equipment that transmits a facsimile of the notice shall be effective when dispatched to the member’s address, telephone number or other number as they appear in the Association’s records. 3.7.2.3 Notice by Air and Ground Courier Notice given by air courier shall be effective when dispatched, if prepaid and properly addressed, to the member at the member’s address as it appears in the Association’s records. Notice by ground courier or other personal delivery shall be effective when received by the member. 3.7.2.4 Notice by Email Notice given by email shall be effective when sent to the member’s email address as it appears in the Association’s records.

3.7.3

Notice in an Electronic Transmission; Effectiveness of Notice Notices may be provided in an electronic transmission and be electronically transmitted. Such notices shall be effective with respect to those members who have consented, in the form of a record, to receive electronically transmitted notices and have designated in such consent the address, location or system to which notices may be electronically transmitted. Members may revoke such consent by delivering a revocation to the Association in the form of a record. Such consent shall be automatically revoked if the Association is unable to electronically transmit two consecutive notices given by the Association, and this inability becomes known to the person responsible for giving notice. Notice provided in an electronic transmission shall be effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose and as they appear in the Association’s records.

3.7.4

Posting Notice on an Electronic Network; Effectiveness of Notice Notice may be provided to members who have consented to receipt of electronically transmitted notices by posting the notice on an electronic network and delivering to such members a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. Any such notice shall be effective when it has been posted to an electronic network and a separate record of the posting has been delivered to the recipient as provided by this section.

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3.8

Waiver of Notice Whenever any notice is required to be given to any member under the provisions of these Bylaws, the Articles of Incorporation of the Association or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

3.9

Quorum In the event that approval or adoption of an action by members of the Association is required by law, or in the event the Board elects to submit any matter to the members for approval or adoption, members of the Association holding 10% of the votes entitled to be cast represented in person or by proxy shall constitute a quorum at a meeting of the members. If less than a quorum of the members is represented at a meeting, a majority of the members so represented may adjourn the meeting from time to time without further notice.

3.10

Manner of Acting The vote of a majority of the votes entitled to be cast by the members represented in person, by electronic transmission or by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members, unless a greater proportion is required by applicable Washington law, the Articles of Incorporation of the Association or these Bylaws. Whenever proposals are to be voted upon by members, the vote may be taken by mail or by electronic transmission if the text of each proposal to be voted upon is set forth in a record accompanying or contained in the notice of meeting. Members voting by mail or electronic transmission are considered to be present for purposes of determining whether or not there is a quorum as set forth in section 3.9 of these Bylaws.

3.11

Proxies A member may vote by proxy executed in writing. Such proxy shall be filed with the Secretary of the Association before or at the time of the meeting. A proxy shall become invalid 11 months after the date of its execution unless otherwise provided in the proxy. A proxy with respect to a specific meeting shall entitle the holder thereof to vote at any reconvened meeting following adjournment of such meeting but shall not be valid after the final adjournment thereof.

3.12

Meetings by Telephone Members of the Association may participate in a meeting of members via conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation via such equipment shall constitute presence in person at a meeting.

3.13

Dues The Board shall establish by resolution a schedule of membership dues for each class of members, and rules concerning the use, manner and time of payment of dues, and termination of membership for nonpayment. The Board shall provide the membership with reasonable notice of any anticipated increase or changes in annual dues. Volunteer Members shall not be required to pay dues.

ARTICLE 4. BOARD OF TRUSTEES 4.1

General Powers; Qualifications The Board shall carry out the aims and purposes of the Association, promote its programs, uphold the Association’s National Standards and manage and control all of its property and

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assets. The Board shall be responsible for overall policy and direction of the Association, and shall delegate day to day operations to the Chief Executive Officer, staff and committees. In furtherance and not in limitation of the foregoing the Board shall, subject to any limitation or as may otherwise be provided by applicable law, have the power and authority and responsibility to: (a) review and approve the mission statement of the Association; (b) approve and oversee the Association’s strategic plan and maintain strategic oversight of operational matters; (c) select, evaluate the performance, and determine the level of salary and other compensation, of the Chief Executive Officer; (d) oversee succession planning; (e) hold management accountable for performance; (f) oversee (1) the integrity of the financial statements of the Association, (2) the qualifications and independence of the Association’s independent auditors, (3) the performance of the Association’s independent and internal audit function, (4) the processes by which the Association’s management assesses and manages risk, and (5) the Association’s compliance with legal and regulatory requirements; (g) review and approve the annual budget of the Association and provide oversight of the financial stability of the Association; (h) review and approve capital expenditures, acquisitions and divestitures and other transactions that, as determined by the Board in its sole discretion, are significant to the Association, in each case in accordance with policies that may be established by the Board from time to time; (i) assist in ensuring the inclusiveness and diversity of the Association; (j) provide oversight of the protection of the brand of the Association; (k) oversee fundraising on behalf of the Association; (l) adopt standards applicable to Trustees of the Board consistent with the requirements in these Bylaws; (m) determine the duties and responsibilities to be performed by the Chief Executive Officer; (n) design a formal and transparent process for nominating Trustees of the Board; (o) monitor through evaluations the effectiveness of the governance practices under which the Board operates and make changes as needed; and (p) exercise such other powers, authority and responsibilities as may be determined by the Board from time to time. 4.2

Number The Board shall consist of not less than ten nor more than 30 Trustees, the specific number to be set by resolution of the Board. The number of Trustees may be changed

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from time to time by amendment to these Bylaws, provided that no decrease in the number shall have the effect of shortening the term of any incumbent Trustee. 4.3

Composition of the Board The Board shall be composed of individuals from the corporate and non-profit sectors, social services, the judiciary and legal communities, and shall be culturally, geographically and ethnically diverse. All Trustees of the Board shall possess those personal and experiential characteristics as shall be established from time to time in policies or protocols approved by the affirmative vote of a majority of the Board.

4.4

Election of Trustees 4.4.1

Board-Elected Trustees The Board Chair or any Trustee may propose candidates for Board-elected Trustees at any time, after consultation with the Board, Governance Committee and staff. The election of each such Trustee to the Board shall be confirmed by the affirmative vote of a majority of the Board.

4.4.2

Ex-Officio Trustees Ex-Officio Trustees may be proposed by the Chair. Ex-Officio Trustees may include past Association Chairs, representatives of other organizations, funders, corporate representatives or others. The appointment of each such Trustee shall be confirmed by the affirmative vote of a majority of the Board. Ex-Oficio Trustees shall not have voting rights but may attend all meetings of the Board as non-voting observers. Ex-Officio Trustees shall not be deemed present for purposes of determining whether or not there is a quorum as set forth in section 3.9 of these Bylaws.

4.5

Term of Office Subject to the next paragraph, Trustees shall be eligible to serve two consecutive terms for up to six consecutive years. The term length for all Trustees will be three years. Terms will begin on January 1, provided that Trustees may be elected to serve on the Board at any time during a calendar year to serve a partial year; any partial year served shall be counted as one year of service. Unless he or she dies, resigns or is removed, a Trustee (other than the Board Chair or an Ex-Officio Trustee) shall hold office until the conclusion of the third year of his or her term or until his or her successor is elected or appointed, whichever is later. Notwithstanding the foregoing, the term length for all Trustees on the Board as of December 31, 2015 shall be two years, and such Trustees shall serve the remainder of their respective terms as in effect as of that date and subject to any term limits applicable to them as of that date. Any renewal term of such Trustee from and after January 1, 2016 shall be subject to the rules above applicable to terms of, and term limits for, Trustees generally. Trustees may serve up to ten years if elected or appointed to serve as an Officer during the sixth year of service. The term of office for a Trustee who is elected as an Officer of the Association shall be extended to coincide with the term of that office, subject to the overall ten year limit. Trustees shall also be eligible to be appointed or elected for two consecutive terms on the Executive Committee. In no event shall any Trustee serve more than ten consecutive years on the Board. Years served as an Officer or an ExOfficio Trustee shall be counted toward the term limit for any Trustee whose Officer or Ex-Officio status ends.

4.6

Resignation Any Trustee may resign at any time by written or electronic notice addressed to the Chair or the Secretary and delivered to the Chief Executive Officer, or by giving oral or written notice at any meeting of the Trustees. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

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4.7

Removal One or more Trustees may be removed from office by the affirmative vote of two-thirds of the Trustees present at a meeting at which a quorum is present. Such removal may be for conflict or duality of interest as described in these Bylaws; for failure to attend two consecutive meetings of the Board without good cause; for failure to meet the minimum financial obligation applicable to Trustees as set by the Board; for negligence in performing duties as a Trustee; or for just cause shown. Each such reason shall be as determined by the affirmative vote of two-thirds of the Trustees present at a meeting at which a quorum is present, provided that any Trustee who is the subject of a proposed removal vote shall be given notice in advance of the vote and an opportunity to provide in writing any information the Trustee would like to provide to the Board that the Trustee believes to be either relevant to the vote or in defense of the Trustee.

4.8

Vacancies A vacancy in the position of Trustee may be filled by the affirmative vote of a majority of the remaining Trustees though less than a quorum of the Board. The Chair shall nominate the person to fill a vacancy on the Board from a list of candidates prepared by the Executive Committee or the Governance Committee. A Trustee who fills a vacancy shall serve for the unexpired term of his or her predecessor in office.

4.9

Conflict of Interest A conflict of interest, as defined, would occur in the event a Trustee receives financial compensation from, accepts employment with, goes under professional contract to, or otherwise receives direct monetary benefit from, the Association; provided that, a person serving in the capacity of an Officer shall not be deemed to have a conflict of interest solely because such person is serving as an Officer of the Association. Reimbursement of a Trustee’s expenses or honoraria for speaking or receipt of program grants or other program-related funding (including regular and appropriate salary or similar compensation and related benefits paid by his or her affiliated organization using grants or funds received from the Association) whereby a Trustee does not receive direct financial benefit shall not be considered a conflict of interest. In addition, if there are facts and circumstances whereby a Trustee will have or may be perceived to have a significant interest that is not consistent with those of the Association, that Trustee may have a duality of interests. It is the obligation of Trustees to immediately notify the Chair or the Board in writing or orally at a meeting if a potential or perceived conflict of interest or duality of interest arises during his or her term of office. Prior to entering into any transaction with any person, including a Trustee or Officer, who is in a position to exercise influence over the affairs of the Association, the Board shall establish that the proposed transaction is reasonable under all the facts and circumstances.

4.10

Annual Meeting The annual meeting of the Board shall be held within six months of the annual meeting of the members on a date chosen by the Chair, the Executive Committee or the Board for the purposes of electing Officers and transacting such business as may properly come before the meeting. If the annual meeting of members is not held on the date designated therefor, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

4.11

Regular Meetings The Board shall hold a minimum of three meetings in addition to the annual meeting of members each year. By resolution, the Board may specify the date, time and place for holding regular meetings without other notice than such resolution. Additionally, the Board shall also hold monthly conference calls by telephone.

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4.12

Special Meetings Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the Chair, the Executive Committee or the Board or, in the case of a committee meeting, by the chairperson of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them.

4.13

Meetings by Telephone Trustees of the Board or any committee designated by the Board may participate in a meeting of the Board or such committee by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. The Board will hold regular monthly conference calls by telephone in months during which there is no regularly scheduled meeting in person.

4.14

Place of Meetings All meetings (other than telephonic meetings) shall be held at the principal office of the Association or at such other place within or without the State of Washington designated by the Board or by any person or persons entitled to call a meeting.

4.15

Notice of Special Meetings Notice of special Board or committee meetings shall be given to a Trustee in writing or by personal communication with each Trustee not less than five days before the meeting. Unless it is determined to be inappropriate by the person or persons calling the special meeting, the business to be transacted at or the purpose of any special meeting shall be specified in the notice of such meeting. 4.15.1

Notice In Writing Notices in writing may be delivered or mailed to the Trustee at his or her address shown on the records of the Association. If notice is delivered via regular mail, the notice shall be deemed effective when deposited in the official government mail properly addressed with postage thereon prepaid.

4.15.2

Personal Communication Notice may be by personal communication with the Trustee not less than five days before the meeting.

4.15.3

Electronic Transmission Notices may be provided in an electronic transmission and be electronically transmitted. Such notices shall be effective only with respect to those Trustees who have consented, in the form of a record, to receive electronically transmitted notices and have designated in such consent the address, location or system to which notices may be electronically transmitted. A Trustee may revoke such consent by delivering a revocation to the Association in the form of a record. Such consent shall be automatically revoked if the Association is unable to electronically transmit two consecutive notices given by the Association, and this inability becomes known to the person responsible for giving notice. Notice provided in an electronic transmission shall be effective when it is electronically transmitted to an address, location or system designated by the recipient for that purpose.

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4.15.4

Posting Electronic Notice Notice may be provided to Trustees who have consented to receipt of electronically transmitted notices by posting the notice on an electronic network and delivering to such Trustees a separate record of the posting, together with comprehensible instructions regarding how to obtain access to the posting on the electronic network. Notice shall be effective when it has been posted to an electronic network and a separate record of the posting has been delivered to the recipient as provided by this section.

4.16

Waiver of Notice 4.16.1

In Writing Whenever any notice is required to be given to any Trustee under the provisions of these Bylaws, the Articles of Incorporation of the Association or applicable Washington law, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

4.16.2

By Attendance The attendance of a Trustee at a meeting shall constitute a waiver of notice of such meeting, except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.

4.17

Quorum A majority of the number of Trustees fixed by or in the manner provided by these Bylaws shall constitute a quorum for the transaction of business at any Board meeting unless a greater quorum is required by these Bylaws, the Articles of Incorporation of the Association or applicable Washington law. If a quorum is not present at a meeting, a majority of the Trustees present may adjourn the meeting from time to time without further notice.

4.18

Voting; Manner of Acting Trustees shall be entitled to one vote on each issue submitted to the Board and shall not be permitted to vote by proxy or ballot. The act of the majority of the Trustees present at a meeting at which there is a quorum shall be the act of the Board, unless the vote of a greater number is required by these Bylaws, the Articles of Incorporation of the Association or applicable Washington law.

4.19

Presumption of Assent A Trustee present at a Board meeting at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his or her dissent or abstention is entered in the minutes of the meeting, or unless the Trustee files a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or forwards such dissent or abstention by registered mail to the Secretary of the Association immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a Trustee who voted in favor of such action.

4.20

Action by Board without a Meeting Any action which could be taken at a meeting of the Board may be taken without a meeting if a written consent setting forth the action so taken is signed by each of the Trustees. Such written consents may be signed in two or more counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute one and the same document. Any such written consent shall be inserted in the minute book as if it were the minutes of a Board meeting.

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4.21

Board Committees 4.21.1

Standing or Temporary Committees The Board, by affirmative vote of a majority of the Board, may designate and appoint one or more standing or temporary committees (“Board Committees”), each of which shall consist of two or more Trustees, and invest such committees with such powers as it may see fit, subject to such conditions as may be prescribed by the Board and applicable Washington law. The Chair may appoint Chairpersons of Board Committees, and the members of such committees may be appointed by the Chair or the Chairperson. All Chairpersons of standing committees shall be current Trustees of the Board. The designation and appointment of a Board Committee or non-Board Committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Trustee of any responsibility imposed upon it, him or her by applicable law.

4.21.2

Executive Committee The Executive Committee shall be a standing Board Committee. It shall be composed of the Officers of the Association and up to two other persons whom the Board may designate from time to time and who shall serve as full Trustees of the Board by virtue of their appointment to the Executive Committee and shall have and exercise the authority of the Trustees in the management of the Association, subject to such limitations as may be prescribed by the Board and by applicable Washington law, and except that the Executive Committee shall have no authority to: (a) amend, alter or repeal these Bylaws; (b) elect, appoint or remove any member of any other committee or any Trustee or Officer of the Association; (c) amend the Articles of Incorporation of the Association; (d) adopt a plan of merger or consolidation of the Association with another association; (e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the Association not in the ordinary course of business; (f) authorize the voluntary dissolution of the Association or revoke proceedings therefor; (g) adopt a plan for the distribution of the assets of the Association; or (h) amend, alter or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered or repealed by a committee. The designation and appointment of an Executive Committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Trustee of any responsibility imposed upon it, him or her by applicable law.

4.21.3

Resource Development Committee The Resource Development Committee shall be a standing Board Committee and provide consultation and review of long range development activities and assist in locating and developing private funding resources.

4.21.4

Finance/Audit Committee The Finance/Audit Committee shall be a standing Board Committee. The Chairperson of the Finance/Audit Committee shall be the Treasurer. This committee shall safeguard assets of the Association and provide accountability to funding sources. It shall review the annual budget, advise the Board of Trustees and the Executive Committee on investment policies and ensure that an annual independent audit is conducted.

4.21.5

Governance Committee The Governance Committee shall be a standing Board Committee. It shall be composed of current Trustees of the Board chosen by the Chair and approved by the Board. This committee shall be responsible for the ongoing review and

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recommendations to enhance the quality and future viability of the Board, and shall focus on these five major areas: Board roles and responsibilities, Board composition, Board knowledge, Board effectiveness and Board leadership. The Governance Committee shall conduct any election of Officers and Trustees in accordance with these Bylaws and any guidelines the Board may establish which are not inconsistent with these Bylaws. 4.21.6

Advisory Councils One or more Advisory Councils may be established at the discretion of the Board, except that the Board shall establish the Advisory Council described in section 4.21.7. All Advisory Councils shall be advisory only and shall have no power or authority to act on behalf of the Board or of the Association, but shall provide such advice and assistance to the Board or such other constituencies of the Association, and have such other purposes, powers, authority and responsibilities as may be designated by the Board by resolution or in a charter of the relevant Advisory Council adopted by the Board. The Board may, from time to time, establish, eliminate and modify the purposes, powers, authority and responsibilities of any Advisory Council; change the size of any Advisory Council; and add, remove or replace the chair or member of any Advisory Council.

4.21.7

National Leadership Council The Board shall establish the National Leadership Council (NLC), which shall serve as the Network Advisory Council to the Board. The NLC will include three members from each of the current and future affinity leadership councils, i.e., the State Steering Committee, Urban Leadership Council, Rural Leadership Council, Tribal Leadership Council and Suburban Leadership Council. The membership of the NLC will have a minimum of 15 members and no more than 20 members. The Chair or a designated representative of the NLC will be invited to attend meetings of the Board each year to represent the interests of the National CASA Network as a whole, it being understood that, except for good cause shown, and subject to approval by the Board, the same individual will be required to serve as the designated representative in any given calendar year. The NLC shall advise, report directly to, and meet at least one time per year with the full Board as a non-voting observer, and the designated representative of the NLC may attend all meetings of the Board as a non-voting observer at the expense of the Association.

4.21.8

Quorum; Manner of Acting A majority of the members composing a committee shall constitute a quorum. The act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

4.21.9

Resignation Any member of any committee may resign at any time by delivering written notice thereof to the Chair, the Secretary or the Chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein or, if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

4.21.10 Removal of Committee Member The Board, by resolution adopted by a majority of the Trustees in office, may remove from office any member of any Board Committee. Members of other standing or temporary committees may be removed by the Chairperson of the committee.

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4.22

Compensation The Trustees shall receive no compensation for their service as Trustees, but in an exceptional circumstance (as approved by the Chair or the Board) may receive reimbursement for expenditures incurred on behalf of the Association.

ARTICLE 5. OFFICERS 5.1

Number and Qualifications The Officers of the Association shall be a Board Chair, a Chair Elect, a Vice Chair, a Secretary, and a Treasurer, each of whom shall be elected by the Board of Trustees. Other Officers and Assistant Officers may be elected or appointed by the Board, such Officers and Assistant Officers to hold office for such period, to have such authority and to perform such duties as are provided in these Bylaws or as may be provided by resolution of the Board. Any Officer may be assigned by the Board any additional title that the Board deems appropriate. Any two or more offices may be held by the same person, except the offices of Chair and Secretary. All Officers must be Trustees of the Association.

5.2

Election and Term of Office The Officers of the Association shall be elected by the Board of Trustees by ballot. Each Officer shall be installed at the annual meeting of members or at the annual meeting of the Board if present or, if not present, at the next Board meeting. The Chair-Elect shall begin his or her term and the Vice Chair and Secretary shall be elected, in evenly numbered years. The Chair-Elect and the Treasurer shall be elected in odd numbered years. Unless he or she dies, resigns, or is removed from office, the Chair-Elect shall hold office for a term of four years (one year as Chair-Elect, followed by one two-year term as Chair and one year as Immediate Past Chair), provided that should no Chair-Elect be elected and able to assume office as the Chair pursuant to the provisions of these Bylaws, then the then-current Chair will continue as Chair until his or her successor is elected or appointed and installed. Unless he or she dies, resigns or is removed from office, the Vice Chair, Treasurer and Secretary shall hold office for two years or until his or her successor is elected or appointed and installed.

5.3

Resignation Any Officer may resign at any time by delivering written notice to the Chair or the Secretary or by giving oral or written notice at any meeting of the Board. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

5.4

Removal Any Officer elected or appointed by the Board may be removed by the Board with or without cause whenever in its judgment the best interests of the Association would be served thereby.

5.5

Vacancies A vacancy in any office may be filled by the Board for the unexpired portion of the term. The Chair shall nominate the person to fill a vacancy from a list of candidates prepared by the Governance Committee.

5.6

Chair The Chair shall act as the President and be the chief elected Officer of the Association and, subject to the Board’s control, shall oversee all of the assets, business and affairs of the Association. The Chair shall preside over all meetings of the members, the Executive Committee and the Board. The Chair may sign deeds, mortgages, bonds, contracts or other

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instruments, except when the signing and execution thereof have been expressly delegated by the Board or by these Bylaws to some other Officer or agent of the Association or are required by law to be otherwise signed or executed by some other Officer or in some other manner. In general, the Chair shall perform all duties incident to the office of Chair and such other duties as are assigned to him or her by the Board from time to time. In the event that no Chief Executive Officer is appointed, the Chair shall have the duties and obligations of the Chief Executive Officer. In the event of the death of the Chair or his or her inability to act, the Chair-Elect, if any, or then if there is no Chair-Elect, the Vice Chair, shall perform the duties of the Chair, except as may be limited by resolution of the Board, with all the powers of and subject to all the restrictions upon the Chair. 5.7

Chair-Elect The Chair-Elect shall have, to the extent authorized by the Chair or the Board, the same powers as the Chair to sign deeds, mortgages, bonds, contracts or other instruments. The Chair-Elect shall perform such other duties as from time to time may be assigned to him or her by the Chair or the Board.

5.8

Vice Chair The Vice Chair shall act as the Vice President and is a vital part of the Board’s leadership and shall carry out special assignments, chair committees or chair task forces on special subjects as designated by the Chair or the Board. The Vice Chair may from time to time chair meetings of the Board in the absence of the Chair or the Chair-Elect, or as otherwise delegated or requested by the Chair. The Vice Chair shall perform all duties as from time to time may be assigned to him or her by the Chair or the Board.

5.9

Secretary The Secretary shall: (a) oversee the preparation of the minutes of meetings of the members, the Board and the Executive Committee; (b) see that all notices are duly given in accordance with the provisions of these Bylaws or as required by law; (c) oversee the retention of records of the post office address and class of each member and of the name and post office address of each Trustee and Officer; and (d) in general perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned to him or her by the Chair or the Board.

5.10

Treasurer The Treasurer shall: (a) oversee the presentation of investment options to the Executive Committee; and (b) oversee the preparation of the annual budget, the annual audit of the Association’s books of accounts, and the Association’s annual report, and their presentation to the Board and membership annually. The Treasurer shall be the Chairperson of the Finance/Audit Committee and shall perform such other duties as from time to time may be assigned to him or her by the Chair or the Board.

5.11

Chief Executive Officer The Association may employ a Chief Executive Officer who shall be appointed, employed and discharged by the Board at its discretion, including with regard to term of office. The Chief Executive Officer shall report to the Board and be responsible for the day-to-day operations and administration of the Association and direct the work of all employees of the Association subject to and in accordance with the policies, principles, practices and budget authorized by the Board, and shall carry out the responsibilities of the position of Chief Executive Officer in compliance with the terms and conditions of his or her contract, if any. The Chief Executive Officer may not be a Trustee of the Association. The Chief Executive Officer shall be evaluated annually by the Executive Committee or by the Board Chair. The Chief Executive Officer shall, unless otherwise directed by the Board, attend all meetings of the Board as a non-voting observer and shall be an Ex-Officio

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member of all Board Committees. The Chief Executive Officer shall from time to time make reports of the work and affairs of the Association to the Trustees and members of the Association at their annual, monthly and special meetings. ARTICLE 6. NOMINATIONS AND ELECTIONS 6.1

Governance Committee The Governance Committee, in consultation with the Trustees generally, shall seek out and identify potential candidates for election to the Board on a year-round basis, and shall encourage candidates to participate on the Association’s committees and in its activities. The Governance Committee shall follow any criteria or guidelines established by the Board, provided they are not inconsistent with these Bylaws.

6.2

Timing At least three months prior to the annual meeting, the Governance Committee shall meet to qualify and select a slate of candidates for Officers positions nominated for election by the Board at or after the annual meeting.

6.3

Candidates Officer and Trustee candidates must meet the criteria for their respective offices or service and be qualified by the Governance Committee.

ARTICLE 7. ADMINISTRATIVE AND FINANCIAL PROVISIONS 7.1

Contracts The Board may authorize any Officer or Officers, or agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Association. Such authority may be general or confined to specific instances.

7.2

Loans or Extensions of Credit to Officers and Trustees No loans shall be made and no credit shall be extended by the Association to its Officers or Trustees.

7.3

Budget The annual budget for the succeeding calendar year shall be prepared by the Chief Executive Officer with the assistance of the Treasurer and shall be approved by the Board. Any expenditure over $100,000 not included in the budget must be approved by the Board.

7.4

Annual Audit An annual independent audit of the Association’s books of account shall be conducted, and the Treasurer shall report the results of the audit to the annual meeting of members. The audited financial statements shall be included in the Association’s annual report.

7.5

Grant and Other Funding Proposals Grant proposals and other funding proposals shall, prior to submission to the grantor, be subject to approval in accordance with procedures established and approved by the affirmative vote of a majority of the Board.

7.6

Books and Records The Association shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of its members and Board, and any minutes which may be maintained by committees of the Board; records of the name, address, class, date of admission or term of each member, and of the name, address and term of each Trustee and Officer; and such other records as may be necessary or advisable. All

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records of the Association shall be open at any reasonable time to inspection by any member of three months’ standing or a representative of more than five percent of the membership. 7.7

Accounting Year The accounting year of the Association shall be the twelve months ending December 31.

7.8

Rules of Procedure The rules of procedure at meetings of the Board and committees of the Board shall be rules contained in Robert’s Rules of Order, newly revised, so far as applicable and when not inconsistent with these Bylaws, the Articles of Incorporation of the Association, any resolution of the Board or applicable Washington law.

7.9

Board Resolutions and Policies The Board may from time to time adopt policies of the Association not inconsistent with these Bylaws. These policies shall be part of the overall Association Policies and Regulations. The policies shall be set forth in Board resolutions or such other policy document and the official version shall be kept in the custody of the Secretary or in the office of the Association. The Chief Executive Officer, or his or her designee, shall communicate all statements of purpose adopted by the Board, including the Mission and Strategic Plan of the Association, to the membership and staff of the Association.

7.10

Management Policies and Regulations The Board delegates to the Chief Executive Officer, or his or her designee, the authority to promulgate written directives, policies and regulations of the Association not inconsistent with these Bylaws, or any other action, resolution or policy of the Board. These Management Policies and Regulations shall be part of the overall Association Policies and Regulations. The Board delegates to the Chief Executive Officer, or his or her designee, the authority to develop processes and procedures to enforce Management Policies and Regulations and secure compliance with said policies and to take any remedial or corrective action deemed appropriate and not inconsistent with these Bylaws, or any other action, resolution or policy of the Board.

ARTICLE 8. INDEMNIFICATION AND LIMITATION OF LIABILITY The limitation on personal liability of a Trustee to the Association or its members, and the indemnification of the Association’s Trustees, Officers, employees and agents, shall be as set forth in the Articles of Incorporation of the Association. ARTICLE 9. AMENDMENTS These Bylaws may be altered, amended or repealed and new Bylaws may be adopted by the vote of a majority of the Trustees present at a meeting if fourteen days’ written notice of the proposed amendments has been given to the Board, or by two-thirds of the Trustees present at a meeting if notice of the proposed amendments has not been given. The foregoing Bylaws were adopted by the Board of Trustees on March 12, 1994; with the latest revisions approved on January 22, 2016.

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