ARTICLE II: PURPOSE

ARTICLE IV: GENERAL MEMBERSHIP

Section 1.                  A member of the corporation shall be any individual, legal entity or organization whose annual dues are paid in full.

Section 2.                  Any applicant shall be admitted to membership of the corporation by paying their dues.

Section 3.                  Statewide meetings of the membership shall be held two (2) times per year. Notice of all meetings shall be mailed by ordinary mail to the last known mailing address of each member. Special meetings of the membership may be called by the Board of Directors by written notice to all members at least 10 days in advance. It shall be the duty of each member to keep the corporation informed of its current mailing address.

Section 4.                  Five percent of the total membership or three members, whichever is greater, shall constitute a quorum at the two annual meetings.

Section 5.                  Members may vote on an issue in writing.  This vote must be received by the date of the meeting at which the vote will be taken and within a period of three weeks prior to that meeting.

Section 6.                  Each individual, legal entity, and organization with current membership shall have one vote upon any question before a membership meeting.  All questions put to a vote shall be decided by a simple majority vote of those members in attendance and proxies.

ARTICLE V: BOARD OF DIRECTORS

Section 1.                  The number of Directors of the corporation shall be not less than 4 and not more than 11.

Section 2.                  The term of each Director will be 2 years, as determined by the nominating committee.

Section 3.                  The Board of Directors must be members of the corporation and shall consist of at least the officers of the corporation and the past president.  There shall be at least 1 board member from each of the 3 Regions of the North Carolina Respite Care Coalition.

Section 4.                  The directors shall serve without compensation. Reasonable expenses incurred by a director expended in the interest of the corporation may be reimbursed upon approval of the Board of Directors.

Section 5.                  Board members shall be elected every two years at one of the statewide meetings of the members by a simple majority of those members and proxies in attendance as long as a quorum is met.

Section 6.                  Any vacancies among the Board of Directors may be filled for the unexpired portion of the term by majority vote of the Board of Directors.

Section 7.                  Any Director may be removed from the Board for 3 unexcused absences within a 12 month period. A simple majority vote of the Board is required for such a removal.

Section 8.                  The Board of Directors shall meet quarterly.

Section 9.                  Special meetings of the Board of Directors may be called either at the request of the officers, any three board members or 5% of the membership.

Section 10.              Notice of all regular and special meetings shall be given by written notice at least 10 days in advance to each Board Member based on current contact information.

Section 11.              At all meetings of the Board of Directors, each director shall be entitled to cast one vote on any pending matter.

Section 12.              A simple majority of the Board of Directors shall constitute a quorum at any meeting of the Board.  If unable to attend or participate by telephone, Board members may share their input through another Board member for presentation, but they concede their right to vote.  Directors may vote by teleconference call.

Section 13.              The president chairs and appoints a nominating committee of 3 persons. The nominating committee presents a slate of officers and at-large members to the Board of Directors.

 ARTICLE VI: OFFICERS

Section 1.                  The officers of the corporation shall include a president, vice- president, secretary, and treasurer.

Section 2.                  Officers shall be elected by the members at one of the statewide meetings and hold office for a term of two years. 

Section 3.                  Vacancies may be filled at any meeting of the Board.

Section 4.                  Any officer may be removed by a vote of a simple majority of the total Board.

Section 5.                  The president of the corporation shall preside as chairperson over all meetings of the Board of Directors and shall perform all duties as defined by the Board.   

Section 6.                  The president shall execute any written instrument on behalf of the corporation, except in cases where the execution thereof shall be expressly delegated by the Board, these Bylaws or by statute, to some other officer or agent of the corporation

Section 7.                  In the absence or leave of the president, the vice president shall perform the duties of the president and shall assume all the responsibilities including, but not limited to, the power to execute any written instrument on behalf of the corporation. The vice-president shall perform other duties as may be assigned by the President or the Board of Directors.

Section 8.                  The secretary shall keep the minutes of the meetings of the members and of the Board of Directors, be custodian of the corporate records, ensure that all notices are provided in accordance with the Bylaws or as required by law, keep a list of the names and contact information of each member and perform any other duties as may be assigned by the President or the Board of Directors.

Section 9.                  The treasurer shall supervise the administration of the finances of the corporation, issue financial statements as directed by the Board and perform any other duties as may be assigned by the President and the Board of Directors.

 ARTICLE VII: COMMITTEES

Section 1.                  The Executive Committee shall consist of the officers of the corporation and the Past President.  The powers of this committee shall be determined by the Board.

Section 2.                  The Board of Directors may establish such additional committees as are necessary to carry out the business of the corporation. The Board of Directors shall delegate duties and responsibilities to each committee.

ARTICLE VIII: MISCELLANEOUS

Section 1.                  All funds of the corporation shall be deposited to the credit of the corporation in such banks or other depositories as designated by the Board Directors.

Section 2.                  The Board of Directors may authorize any officer or agent of the corporation, in addition to the officers authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of, and on behalf of, the corporation.

Section 3.                  All checks, drafts, or orders for payment of funds shall be signed by such persons as the Board of Directors shall designate.

Section 4.                  The fiscal year of the corporation shall begin on January 1 and end on December 31.  A full financial audit will be completed annually.

Section 5.                  The corporation shall have the power to indemnify and hold harmless any director, officer, or employee from any suit, damage, claim, judgment, or liability arising out of, or asserted to arise out of, conduct of such person in his or her capacity as a director, officer, or employee (except in cases involving gross negligence or willful misconduct).  The corporation shall have the power to purchase or procure insurance for such purposes.

Section 6.                  The corporation shall keep correct and complete books and records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors and shall keep a record giving the name and address of the members entitled to vote. All books and records of the corporation may be inspected by any member or his/her agent or attorney or the general public for any purpose at any reasonable time.

Section 7.                  Upon the dissolution of the corporation and after the payment or the provision for payment of all the liabilities of the corporation, the Board of Directors shall dispose of all the assets of the corporation exclusively for the purposes of the corporation or to organizations that are qualified as tax-exempt under section 501(c)(3) of the Internal Revenue Code. Any assets not so disposed of shall be disposed of by a court or proper jurisdiction in the county in which the principal office of the corporation is located.

Section 8.                  All meetings of the Board of Directors and membership shall be governed by Robert's Rules of Order unless otherwise dictated by a resolution of the Board of Directors.

Section 9.                  These Bylaws may be amended by a simple majority vote of the                  members in attendance and proxies, as long as a quorum is met provided that the amendment was submitted in writing to all members at least 10 days in advance of the meeting convened to vote on such an amendment.