THE BY-LAWS OF THE NATIONAL SENIOR CORPS ASSOCIATION

ARTICLE I

The name of this organization shall be the National Senior Corps Association, from here on in referred to as Association.

ARTICLE II

Purpose and Goals

Section 1: This Association shall provide an opportunity for advocacy, communication, and education for and by Directors and/or staff of Senior Corps Programs. There must be a majority of the Board of Directors supporting an issue in order for the Association to take an official position. This will be accomplished through national forums or other means deemed appropriate by the Board of Trustees and/or Senior Corps project staff requests.

Section 2: The goals of this Association may include any subject in the general interest of our Senior Corps Programs, its volunteers, and recipients.

Section 3: The Association shall be a vehicle for communication between the Senior Corps Directors and staff, organizations and agencies serving them and also the State, Area and National Offices of the Corporation for National and Community Service (CNCS).

Section 4: This Association shall not be conducted or operated for profit in accordance with Internal Revenue Code Section 501(c)(3).

ARTICLE III

Membership

Section 1: Types of Membership

Section 1A. Professional membership shall be open to all Directors and project staff of the Senior Corps Programs and other professionals in the field of and/or with an interest in aging populations. Professional members have one vote. Only active Senior Corps project directors may hold Board positions with the exception of up to three (3) At-Large professional members in those appointed positions. In the event of a member’s resignation, termination or death, membership shall automatically be transferred to the incoming member’s replacement for the remainder of the membership year.

Section 1B: Associate membership shall be open to Senior Corps staff, any other interested persons/groups, (i.e. sponsor staff, advisory council members, etc.). Associate members shall receive all pertinent communications but shall not have voting privileges or be eligible to hold office.

Section 1C: Organizational/Business Membership shall be open to all organizations and businesses, which wish to promote and support the purposes of the Association. They shall receive all communications pertinent to members, but shall not have voting privileges or be eligible to hold office.

Section 1D: Volunteer Membership shall be open to all Senior Corps volunteers who promote and support the goals and purposes of the Association. They shall receive all communications pertinent to members, but shall not have voting privileges or be eligible to hold office.

Section 2: Membership Year

The 12-month membership period shall be July 1 – June 30 of each calendar year.

Section 3: Dues

Dues shall be paid annually for all membership classes, the amount to be determined by the Board of Directors in accordance with the expenses of the Association.

Section 3A: Dues shall be payable by July 1st after a minimum of 45 days notice from the Association Board of Directors.

Section 3B: Annual membership dues for professional and associate members shall be set by the Association’s Board of Directors.

ARTICLE IV

Board of Directors

Section 1: The Board of Directors shall consist of President, Vice-President, Secretary, Treasurer and immediate past President, plus cluster representative from SCP, FGP and RSVP representing each cluster and up to three members at large for a maximum capacity of 23. All board members must be paid professional members of the Association. All board members except members at large must be active Senior Corps project directors. Board members are expected to attend all board meetings, both face to face and conference call. Two consecutive unexcused absences will result in replacement by the board.

Section 2: The Board of Directors officers shall be selected by the nominating committee and elected by a vote of the professional membership with the exception of At-Large members who will be appointed by the President after a majority vote of the elected Board. In addition to the slate of selected national board members presented by the nominating committee, a one-month period, from the date of notification of the slate to the membership, shall be open for additional nominations from the professional membership.

Section 2A: No member shall hold more than one (1) office at a time.

Section 3: Each Cluster Program Representative shall be elected by the professional membership in that Cluster. Elections shall be held at Cluster, Regional, or National meetings, or by mail/e-mail/fax if said meetings are not conducted.

Section 4: Terms of officers and cluster representatives shall be for a 2-year period beginning July 1. Each Cluster shall elect one representative each year for a three year term, to facilitate continuity and alternating terms of the Board. Elections for cluster representatives shall be conducted in June of each calendar year.

Section 4A: The President and Secretary shall be elected in even numbered years, and the Vice-President and Treasurer shall be elected in odd numbered years.

Section 5: Officers of the Board of Directors shall not be reelected to the same office for more than two consecutive terms. No board member may serve more than three (3) terms in any capacity.

Section 6: The President will be responsible to fill any vacancies of the Board of Directors and shall appoint an individual, who is a current professional member, to complete the remainder of the term, within 30 days of the vacancy. The President will be responsible for maintaining the correct program configuration, as per these by-laws.

ARTICLE V

Elections

Section 1: The nominating committee, chaired by a board member will convene in March either in person, conference call, video conference or e-mail.

Section 2: The nominating committee shall consist of the Immediate Past President and three additional professional members appointed by the President.

Section 3: Sequentially numbered ballots will be distributed to all paid Professional members through USPS, e-mail or other acceptable means of survey no later than April 15, with a return date of May 15.

Section 4: Ballots received after the cut-off date will be invalid.

Section 5: Ballots will be tabulated by two (2) designated members of the Nominating Committee. Ballots will be validated by an authorized outside party i.e. notary public.

Section 6: Elections will be decided upon a simple majority of ballots returned.

ARTICLE V

Duties of the Officers and Board of Directors

Section 1: The President shall preside at all meetings of the membership and Board of Directors. The President shall have duties and powers normally pertinent to the Office of President. The President shall serve as the official spokesperson for the Association.

Section 2: The Vice-President shall assume duties of the President whenever necessary and shall assist the President as delegated. The Vice-President will have the responsibility to oversee the work of committees. The Vice President shall coordinate and direct duties as assigned by the President.

Section 3: The Secretary shall be responsible for recording minutes of all membership and Board of Directors meetings, for the reading of these minutes of meetings, for recording the Association correspondence, for maintaining all historical records, and fulfilling other duties as assigned by the President.

Section 4: The Treasurer shall be entrusted with the custody of the funds, be responsible for the deposit and disbursement of funds at the request of the President and the Secretary, for maintaining a record of all receipts and disbursements according to accounting principles. The treasurer shall prepare an annual financial report at the end of each calendar year, and provide reports as needed to conduct board business.

Section 5: The immediate past president shall serve on the Nominating committee.

Section 6: The Cluster Representatives shall represent the views of the professional membership of their respective projects at Board of Directors meetings. They shall be responsible for dissemination of information and polling of project membership views to present to the Board of Directors.

Section 7: In the event that Board members, or officers, fail to fulfill the above duties, an expulsion from the Board by a motion from an Executive member and a two-thirds majority vote of the Board may result.

ARTICLE VI

Meetings

Section 1: The Board of Directors shall meet at least once a year.

Section 2: The officers may attend additional meetings when it will be beneficial to represent membership of this Association.

Section 3: The meetings of the Board of Directors shall be open to all paid members. Members attending the board meeting shall have the opportunity to make public comment when designated by the President.

Section 4: Meeting announcements will be made to all members at least 60 days prior to the scheduled meeting. Announcements may be made through any or all of the following approaches:

• United States Postal Service
• E-mail
• Fax
• Posting on website

Section 5: The membership may meet at such times to coincide with CNCS sponsored meetings and conferences.

Section 6: Board members who are unable to attend scheduled meetings may give their proxy vote to another board member, in writing, no later than three (3) business days prior to the start of the meeting. The President and Secretary must also be notified, in writing, which board member is holding said proxy.

ARTICLE VII

Committees

Section 1: Standing Committees shall consist of: Executive, Legislative, Finance, Membership, Nominations, Resource Development, RSVP, FGP and SCP.

Section 1A: The Executive Committee shall consist of the President, Vice President, Treasurer, Secretary, Immediate Past President, SCP Liaison, FGP Liaison and RSVP Liaison. The purpose of the Executive Committee shall be:
a. To coordinate efforts of the Board and Committees;
b. To inform the Board of any proposed changes in policy between Board and/or Annual meetings;
c. Conduct business of the Association between board meetings.

Section 1B: The Legislative Committee shall consist of the President, Vice President, Immediate Past President, and at least one RSVP, FGP and SCP Representative. The purpose of the Legislative Committee shall be:
a. Receive and disperse legislative information pertinent to Senior Corps Programs.
b. Develop and maintain working relationships with Congressional Committees that review and approve funding for all Senior Corps programs
c. Develop and maintain relationships with CNCS
d. Appoint liaison to maintain regular contact with Washington Representative, and report back to the Board and members as appropriate.

Section 1C: The Finance Committee shall consist of the Treasurer and three (3) members at large appointed by the President. The purpose of the Finance Committee shall be:
a. To present a written financial report to the Board for action and approval at Board meetings;
b. To prepare and submit a draft budget for approval at least 30 days prior to the annual meeting;
c. To assist, when needed, in fundraising strategies for the Association;
d. To ensure that fiscal matters are responsibly maintained and oversee the Treasurer;
e. To ensure that an audit is conducted annually according to current IRS 501(c)3 policies.

Section 1D: The Resource Development Committee shall consist of the Vice-President, at least one RSVP, FGP and SCP Representative, and one other board member. The purpose of the Resource Development Committee shall be:
a. To actively pursue and prepare grant proposals to benefit Association members
b. To actively pursue other financial support for the Association as deemed appropriate for Association business

Section 1E: Nominating Committee: The nominating committee shall be chaired by a board member and consist of the Immediate Past President plus three (3) professional members chosen by the President. The purpose of the nominating committee shall be
a. To put forth a slate of officers for election as per these by-laws
b. To present said slate of officers to the Board of Directors of the Association
c. To certify a true and accurate accounting of ballots cast
d. To notify winners of the election process as per the time-line in the Association procedures manual

Section 1F: Membership Committee shall consist of the liaison for each Senior Corps program, 1 at large member and the following compliment from the general membership: up to 3 representatives from SCP, FGP and RSVP. The purpose of the membership committee shall be:
a. To promote the Association to all Senior Corps project directors
b. To conduct surveys regarding membership needs from the Association
c. To design marketing strategies for membership campaigns for board acceptance and implementation
d. To arrange a membership directory and distribute to all paid members of the Association
e. To encourage membership in the Association of sponsor agencies, vendors and other such interested parties

Section 1G: RSVP Committee shall consist of the five (5) RSVP Association Board members, 1 At Large Board member and the following compliment from the general membership: 1 FGP and 1 SCP Director. The Chairperson of the RSVP Committee shall be the liaison representing RSVP to the Executive Committee. The purpose of the RSVP committee shall be:
a. To review and prioritize RSVP goals annually
b. To define issues of importance for the RSVP program and report findings to the Association Board for consideration and action, when appropriate
c. To maintain ongoing communication with RSVP projects nationwide
d. To conduct surveys, collect data, offer training workshops, assist in marketing endeavors, encourage membership in the Association
e. Assist the Legislative and Resource development as appropriate
f. Other activities as directed by the President, Board and/or needs of Association members

Section 1H: SCP (Senior Companion Program) Committee shall consist of the five (5) SCP Association Board members, 1 At Large Board member and the following compliment from the general membership: 1 RSVP and 1 FGP Director. The Chairperson of the SCP Committee shall be the liaison representing SCP to the Executive Committee . The purpose of the SCP committee shall be:
a. To review and prioritize SCP goals annually
b. To define issues of importance for the SCP program and report findings to the Association Board for consideration and action, when appropriate
c. To maintain ongoing communication with SCP projects nationwide
d. To conduct surveys, collect data, offer training workshops, assist in marketing endeavors, encourage membership in the Association
e. Assist the Legislative and Resource Development committees as appropriate
f. Other activities as directed by the President, Board and/or needs of Association members

Section 1I: The FGP (Foster Grandparent Program) Committee shall consist of the five (5) FGP Board Members, 1 At Large Board member and the following compliment from the general membership: 1 RSVP, and 1 SCP Director. The Chairperson of the FGP Committee shall be the liaison representing FGP to the Executive Committee. The purpose of the FGP committee shall be:
a. To review and prioritize FGP goals annually
b. To define issues of importance for the FGP program and report findings to the Association Board for consideration and action, when appropriate
c. To maintain ongoing communication with FGP projects nationwide
d. To conduct surveys, collect data, offer training workshops, assist in marketing endeavors, encourage membership in the Association
e. Assist the Legislative and Resource development committees as appropriate
f. Other activities as directed by the President, Board and/or needs of Association members

Section 2: All other committees shall consist of those members who volunteer or are assigned by the President.

Section 3: Ad Hoc Committees shall be appointed by the President to accomplish specific tasks within a designated time frame.

ARTICLE VIII

Property, Funds and Accounts

Section 1: The Board of Directors shall accept grants or gifts of money, securities, or other real, tangible or intangible property on behalf of the Association on such terms as approved by the Board of Directors for the purposes of pursuing the goals of the Association. The Finance Committee shall invest in secured accounts and or disburse funds as directed by the Board.

Section 2: All checks, drafts, requests for money and notes of the Association, all accounts established for the Association, and all written contracts for the Association will be authorized in writing by the President and be signed by the Treasurer.

Section 3: Association expenditures up to and including $3000.00 must be approved by the Executive Committee.

Section 4: Association expenditures exceeding $5000.00 must have prior Board approval before disbursement.

Section 5: There shall be no financial commitment suggested or promised to any individual, program, agency or organization on the part of the Association without prior approval of the Board.

ARTICLE IX

Records and Reports

Section 1: The Association shall maintain adequate and correct records, accounts and reports of business conducted as well as properties in both electronic and hard copy.
Section 1A: Financial records will be kept with the current Treasurer
Section 1B: Association meeting records, reports and by-laws will be kept with the current Secretary
Section 1C: Nomination and Election records will be kept with the current Immediate Past President

Section 2: Newly elected officers shall receive both electronic and hard copies of all materials no later than 60 days of election result announcement to the membership.

Section 3: The current President shall keep electronic and/or hard copies of ALL Association records as a back-up.

Section 4: The original or copy of these by-laws and the Articles of Incorporation, as amended from time to time, certified by the Board of Directors, shall be open to inspection by any paid member at all reasonable times upon written request.

Section 5: Records will be kept on file as per current IRS 501(c)3 regulations.

ARTICLE X

Miscellaneous

Section 1: Use of the Association seal, letterhead or logo shall be for the express purpose of conducting Association business.

Section 2: Association letterhead, seal or logo shall NOT be used for political endorsement, candidate endorsement, or unilateral contact of agencies/corporations/organizations without specific consent of the Board.

Section 3: Board members shall not receive any compensation above and beyond agreed upon reimbursements from the Association treasury for duties performed on behalf of the Association.

ARTICLE XI

Dissolution

In the event of dissolution, any remaining assets will be distributed, according to current IRS 501(c)3 regulations. Any assets not so disposed of shall become the property of the Court of Common Pleas of the county in which the current Treasurer resides. Disbursement of assets shall be conducted under the direction of the Court, with the understanding that recipients shall have a similar purpose to that of the Association.

ARTICLE XII

By-Laws

Section 1: These By-Laws may be amended by two-thirds of professional members voting with a simple majority of the 2/3 in the affirmative.

The By-Laws shall become effective upon their acceptance by a majority of professional members and upon receipt by the Secretary of a duly signed notice of acceptance.

Section 2: These by-laws will be reviewed every three (3) years, or as directed by the members and/or Board of Directors.

ARTICLE XIII

Interim Board of Directors