BYLAWS
OF THE
KANSAS ADULT
CARE EXECUTIVES ASSOCIATION
(KACE)
1. Name. The name of this corporation shall be the Kansas Adult Care Executives Association.
2. Seal. The seal of the corporation shall be the state of Kansas in form and shall bear in the center an enclosed oak leaf wreath with KACE in the middle and Kansas Adult Care Executives on the bottom edge. The Board of Directors may amend the form of the seal or the inscription thereon upon majority vote of the Board.
3. Offices. The principal office of the corporation shall be in Topeka, Shawnee County, Kansas. The corporation may also establish such other offices at such other locations as the Board of Directors may deem necessary for the reasonable operation of the corporation.
1. Members. The members of the corporation shall be divided into three classifications: full, associate, and honorary. The qualifications for each of the classifications are as follows:
a. Full Members. All persons holding a current, valid adult care home administrator’s license and persons holding a valid assisted living operator’s certificate issued by the state of Kansas are eligible for full membership.
(1) Membership dues shall be in an amount determined by the Board of Directors and are payable annually.
(2) Full members shall be entitled to all rights and privileges of the corporation as contained in the Articles of Incorporation and these Bylaws.
b. Associate Members. All persons who do not hold a current, valid
adult care home administrator’s license or a valid assisted living operator’s
certificate issued by the state of Kansas, but are interested in and concerned
with the problems and objectives of the corporation, are eligible for associate
membership.
(1) Dues for associate members shall be in an amount determined by the Board of Directors and are payable annually.
(2) Associate members shall be non-voting members, but shall have the right and privilege of attending meetings of the corporation and availing themselves of services offered by the corporation upon the payment of such fee as may be determined by the Board of Directors .
(3) Full members whose licenses become inactive shall have the option of remaining full members upon the payment of full dues, or may become associate members.
c. Honorary Members. An honorary membership may be conferred upon any person by the Board of Directors.
(1) There shall be no dues payable by honorary members.
(2) Honorary members who are no longer licensed as an administrator shall be a non-voting member, but shall have the right and privilege of attending meetings of the corporation and availing themselves of services offered by the corporation upon the payment of such fee as may be determined by the Board of Directors.
2. Rights of Members. The right of a member to vote and all membership rights, in the corporation shall cease upon termination of membership. Under no circumstances shall any member be entitled to share in the distribution of corporate assets upon dissolution of the corporation.
3. Annual Meeting. The annual meeting of all members of the corporation shall be held each year at a place to be designated by the Board of Directors for the purpose of electing Directors and for the transaction of such other business as may properly come before the members.
4. Notice of Annual Meeting. Notice of the time, place, and purpose or purposes of the annual meeting shall be served in writing not less than ten nor more than forty days before the meeting upon each person who appears upon the books of the corporation as a full member as determined at the close of business on June 30 of each year. Such notice shall be directed to the member at the address as it appears on the books, unless the member shall have filed with the Executive Director of the corporation a written request that notices be mailed to some other address.
5. Resignation of Members. Any full or associate member may resign from the corporation by mailing or delivering a written resignation to the Chairperson or Executive Director of the corporation. No refund of dues shall be made.
6. Special Meetings. Special meetings of the members, other than those regulated by Kansas statutes, may be called at any time by the Chairperson or by two Directors, and must be called by the Chairperson or Executive Director upon receipt of a written request of one-third of the full members of the corporation.
7. Meetings Notice of Special. Notice of special meetings stating the time, place, and purpose or purposes shall be served in writing to each full member not less than ten nor more than forty days before each meeting. Only the business stated in the notice may be conducted at a special meeting.
8. Quorum. At any annual meeting of members of the corporation, the presence of twenty percent (20%) of the full members, in person or by written proxy, shall be necessary to constitute a quorum for all purposes except as otherwise provided by law. At any special meeting of the members of the corporation, the presence of ten percent (10%) of the full members, in person or by written proxy, shall be necessary to constitute a quorum for all purposes except as otherwise specifically provided by statute or by these Bylaws. In the absence of a quorum, no business may be transacted. When a quorum is present, a meeting may be adjourned by vote of a majority of the members present in person or by written proxy without further notice. At any reconvened meeting at which a quorum shall be present, all business may be transacted at the meeting as originally notified.
9. Voting. At all meetings of members, each full member shall be entitled to vote in person or by written proxy duly appointed in writing, that is signed by such member, and that bears a date of not more then thirty days prior to the meeting. Each written proxy must be delivered to the Executive Director of the corporation at least five days in advance of any meeting held by the corporation for any purpose. No written proxy shall be voted that was not delivered to the Executive Director as required. Each member of the corporation shall be entitled to one vote. The vote for Directors, and upon the demand of any member, the vote upon any questions before the meeting, shall be by ballot. All elections and all questions shall be decided by a majority vote of the full members present in person or by written proxy. The Chairperson at each annual meeting shall appoint three persons to count and report the results of the balloting.
10. Waiver of Notice. Pursuant to law and the Bylaws of the corporation, business may be transacted by the entire membership or Board of Directors only upon notice to the full membership of the corporation or the Board of Directors, as applicable. All business transactions, however called or noticed, shall be deemed valid if all full members of Directors, present and absent, consent in writing to the holding of the meeting and the transaction of all business.
11. Removal of Members, Directors, or Officers. Any member, Director, or officer may be removed from membership or from office by affirmative vote of two-thirds of the full membership present, registered either in person or by written proxy, at any regular or special meeting called for such purpose, for conduct detrimental to the interest of the corporation, for lack of support of its objectives, or for refusal to render reasonable assistance in carrying out its purpose. Any such member, Director or officer proposed to be removed shall be entitled to at least ten days notice in writing by mail of the meeting at which such removal is to be voted upon and shall be entitled to appear before and be heard at such meeting at which removal is to be voted upon. When the dues of any member shall be delinquent in excess of sixty days, such delinquent member shall be subject to immediate removal by the Board of Directors or Executive Director, without prior notice or hearing afforded the delinquent member. The removed member shall be notified by the Board of Directors of the removal and the termination of all rights and privileges of the corporation.
1. Election. The business and property of the corporation shall be managed and controlled by a Board of Directors, who shall be elected by the members. The term of each Director shall be for a period of three years and terms shall be staggered with four Directors elected annually. None of these Directors shall serve for more than three (3) consecutive three-year terms. A Director shall be eligible for re-election after a year’s absence from the Board. Service given by a Director elected to less than a full-term, to accommodate the class requirement or to fill an unexpired term, shall not be counted in determining eligibility for re-election provided such service does not exceed twelve (12) months. Terms of office of the Directors elected by the annual meeting attendees shall commence at the time of installation. Each Director shall serve until the election and qualification of their respective successors except as hereinafter provided for in filling vacancies. All Directors shall be full members of the corporation and shall be chosen by ballot at the annual meeting by a majority of the votes of the full members voting either in person or by written proxy. Every effort shall be made to nominate Directors from all geographic regions of the state.
2. Number. The number of Directors of the corporation shall be twelve.
3. Resignation. Any Director may resign at any time by giving written notice of such resignation to the Board of Directors.
4. Vacancies. Any vacancy on the Board of Directors occurring during the year may be filled for the unexpired portion of the term by the remaining Directors. At the next annual meeting the membership shall vote to elect a Director to fill the remaining time of this Director’s unexpired class term.
5. Annual Meeting. There shall be a meeting of the Board of Directors immediately following the annual election of the Directors for the purpose of organization, election of officers, and the transaction of other necessary business. No prior notice of such meeting or notice of the purpose or purposes of the meeting shall be required.
6. Special Meetings. Special meetings of the Board of Directors may be called by either the Chairperson or Membership Chairperson, but must be called by either of them on the written request of any two members of the Board.
7. Notice of Meetings. Notice of all special Directors’ meetings, except as herein otherwise provided, shall be given at least twenty-four (24) hours in advance by the Executive Director or Chairperson to the usual business address or phone of the Director. Notice of any such special meeting may be waived by all Directors, present or absent. Any regular meeting of the Board of Directors may be held at any such time and place as shall be determined by the Board if notice is given at the prior regular meeting or with ten days written notice. Any business may be transacted at any regular Directors’ meeting. At any regular or special meeting at which every Director shall be present, even without notice or waiver thereof, any business may be transacted.
8. Presiding Officer. At all meetings of the Board of Directors, the Chairperson shall preside. In the absence of the Chairperson, the Membership Chairperson shall preside. In the absence of both, a chairman chosen by the Directors present shall preside.
9. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of a majority of the Directors present at any meeting of which there is a quorum shall be the act of the Board of Directors, except as otherwise excepted or limited by statute or by these Bylaws.
10. Contract and Services. No Director or Officer of the corporation shall be interested, directly or indirectly, individually or as a Director or representative of any entity, in any contract relating to or incidental to the operation conducted by the corporation, unless the result of arm’s length negotiations after open bidding, and provided that no contract, transaction, or act is a prohibited transaction or would result in the denial of the tax exemption for the corporation.
11. Compensation. Directors shall not receive any stated salary for their services as Directors, but by resolution of the Board, a fixed reasonable sum or expenses of attendance, if any, or both, may be allowed for attendance at each regular or special meeting of the Board.
12. Powers. All the corporate powers, except as otherwise provided in these Bylaws or in the laws of the state of Kansas, shall be and are hereby vested in and shall be exercised by the Board of Directors. The Board may by general resolution delegate to committees of its own number or to officers of the corporation, such powers and duties deemed appropriate, except or otherwise limited by these Bylaws.
13. Past Chairperson. The immediate past Chairperson of the corporation, if not otherwise serving as a Board member, shall serve as an ex-officio member of the Board of Directors and Executive Committee for one year after their term of Chairperson but shall not have the right to vote in any matter and shall not be considered in the determination of a quorum.
1. Number. The officers of the corporation shall be a Chairperson, Membership Chairperson, Convention Chairperson, Secretary, and Treasurer, and such other officers with such powers and duties not inconsistent with these Bylaws as may be appointed and determined by the Board of Directors.
2. Election, Term of Office, and Qualifications. The officers shall be elected annually by the Board of Directors from among their number at the meeting of the Board of Directors immediately following the annual meeting of members of the corporation. All nominees for office in the corporation must serve at least one year as a Board member prior to assuming any office pursuant to this Article.
3. Vacancies. Should any office of the corporation become vacant by reason of death, resignation, retirement, disqualification, or any other cause, the majority of the Directors remaining shall elect an officer to fill such vacancy, provided that such officer has served as a Board member for one year prior to assuming office. Any officer so elected shall hold office and serve until the election and qualification of a successor at the meeting of the Board of Directors immediately following the next annual meeting of members.
4. Chairperson. The Chairperson shall preside at all meetings of members of the Board of Directors. The Chairperson shall have and exercise general charge and supervision of the affairs of the corporation and shall perform such other duties as may be assigned by the Board of Directors.
5. Membership Chairperson. At the request of the Chairperson or in the event of the Chairperson’s absence or disability, the Membership Chairperson shall perform the duties and possess and exercise the powers of the Chairperson. The Membership Chairperson shall serve as nominating chairperson for the Board member nominations and to the extent authorized by law and these Bylaws, the Membership Chairperson shall perform such other duties as may be assigned by the Board of Directors.
6. Convention Chairperson. The Convention Chairperson shall perform the duties of the Chairperson, in the absence or disability of the Chairperson and Membership Chairperson. The Convention Chairperson shall serve as convention chairperson and shall also have such duties as may be assigned by the Board of Directors.
7. Secretary. The Secretary shall keep accurate and detailed minutes of each meeting of the membership and Board of Directors. The Secretary shall perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors, and shall perform such other duties as may be assigned by the Board of Directors.
8. Treasurer. The Treasurer shall supervise the custody of all funds, property, and securities of the corporation, subject to such regulations as may be imposed by the Board of Directors. The Treasurer may be required to give bond for the faithful performance of the duties of the office, in such sum and with such sureties as the Board of Directors may require. When necessary and proper, the Treasurer shall endorse and deposit all checks, drafts, or money orders to the credit of the corporation at such bank or banks as the Board of Directors may designate. The Treasurer may sign all receipts and vouchers, and together with such other officer or officers if any, as shall be designated by the Board of Directors, shall sign all promissory notes issued by the corporation, except where cases designated by the Board of Directors or by these Bylaws to some other officer or agent of the corporation. The Treasurer shall supervise in conjunction with the Executive Director, maintenance of full and accurate account books of all moneys and obligations of the corporation and upon request shall make available to any Director or member such books at the offices of the corporation. The Treasurer shall perform all the duties incident to the office of Treasurer, subject to the control of the Board of Directors. A copy of the Annual Treasurer’s Report shall be provided to the membership at the annual meeting.
9. Removal. Any officer may be removed from office by the affirmative vote of two-thirds of all the remaining Directors, at any regular or special meeting called for such purpose, for nonfeasance, malfeasance, or misfeasance, for conduct detrimental to the interests of the corporation, for lack of support of the objectives of the corporation or for refusal to render reasonable assistance in carrying out the corporation’s purposes. Any officer proposed to be removed shall be entitled to appear before and be heard by, the Board of Directors at such meeting.
The Executive Committee of the corporation shall be vested with the power and authority to carry out the daily business of the corporation. The Executive Committee shall be comprised of the five officers of the corporation and the immediate past chairperson.
ARTICLE VI
Each Regional District of the state of Kansas as established by the Board of Directors may elect a Regional Chairperson for the corporation. Each Regional Chairperson shall be elected by the full members of the corporation residing within the District. The Chairperson may designate a full member in each District to call a meeting for the purpose of electing the Regional Chairperson. The Regional Chairperson shall attend meetings of the Board of Directors upon request by the Board.
The Board of Directors may appoint such agents and representatives of the corporation with such powers and to perform such acts and duties on behalf of the corporation as the Board of Directors may see fit, as may be consistent with these Bylaws and to the extent authorized or permitted by law.
Except as otherwise provided in these Bylaws, the Board of Directors, may authorize any officer or agent to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation and such authority may be general or confined to a specific instance. Unless so authorized by the Board of Directors, no officer, agent, or employee shall have any power or authority to bind the corporation by any contract or engagement, or to pledge its credit, or render it liable for any purpose to any amount.
Unless otherwise ordered by the Board of Directors, the Chairperson shall have full power and authority on behalf of the corporation to vote either in person or by proxy at any meeting of stockholders of any corporation in which this corporation may have and hold stock, and at any such meeting may possess and exercise all of the rights and powers incident to the ownership of such stock. The Board of Directors may confer like powers upon any other person and may revoke any such powers as granted at its pleasure.
The Fiscal Year of the corporation shall commence the first day of July and end on the 30th of June each year.
No member, Director, officer, employee, or agent of the corporation, or any other private individual, shall receive at any time any of the net earnings or profit from the operations of the corporation; provided, that this prohibition shall not prevent the payment to any such person reasonable compensation for services rendered to or for the corporation as otherwise permitted by these Bylaws. No person or persons shall be entitled to share in the distribution of any of the corporate assets upon the dissolution of the corporation.
ARTICLE XII
The corporation shall have the right to retain all or any part of any securities or property acquired by it in whatever manner, and to invest and reinvest any funds held by it, according to the judgment of the Board of Directors; provided, however, that no action shall be taken by or on behalf of the corporation if such action is a prohibited transaction or would result in the denial of the tax exemption status of the corporation under the Internal Revenue Code.
1. Bylaws. The Bylaws of the corporation may be amended by a majority vote of the full members present or by written proxy at any annual meeting or be a majority vote of any members present at any special meeting called for the purpose of amending the Bylaws with proper notice to be given for the purpose of such meeting in accordance with these Bylaws.
2. Articles of Incorporation. The Articles of Incorporation of this corporation may be amended by a two-thirds vote of the full members present at the annual meeting. Any amendment to the Articles of Incorporation may be presented at an annual meeting or a special meeting of the members which is called for that purpose with proper notice being given pursuant to these Bylaws. In the alternative, a ballot by mail may be used as directed by the Board of Directors. In the event a ballot by mail is directed by the Board of Directors, the ballot shall be mailed to every full member of the corporation with the requirement that the ballot be returned to the Executive Director within fifteen days.
Miscellaneous
Copies of all papers and documents that in any way pertain to the corporation or the operation thereof are required to be submitted to the registered office of the corporation in order that the registered office will at all times be fully aware of and apprised of all developments and operations concerning the corporation.
In the event that the corporation is dissolved, the members and officers of the corporation shall terminate the corporation by distribution of its income and principal only to charitable organizations that qualify under Section 501(c)(3) of the Internal Revenue Code.
Notwithstanding any other provisions of these Bylaws, no member, Director, employee, or representative of this corporation shall take any action or carry on any activity by or on behalf of the corporation not permitted to be taken or carried on by an organization exempt under Section 501(c)(6) of the Internal Revenue Code.
Each Director of the corporation must attend a minimum of two-thirds of Board meetings each fiscal year or receive a written, excused absence from a majority of the Board of Directors who have met the attendance requirement. Directors who do not comply with this requirement may be removed and replaced in accordance with these Bylaws.
These Bylaws adopted September 1993, and supersede all prior Bylaws and amendments.
These Bylaws adopted September 1999, and supersede all prior Bylaws and amendments.
These Bylaws adopted September 2000, and supersede all prior Bylaws and amendments.
These Bylaws adopted September 2001, and supersede all prior Bylaws and amendments.
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