Colorado Head Start Association Bylaws

Article 1 - Name and Location

The name of the corporation shall be: Colorado Head Start Association, hereafter also referred to as CHSA, the Board, the Board of Directors, or the Association. The principal headquarters of this non-profit organization with a 501(c)(3) tax status shall be located in the State of Colorado.

Article 2 - Purpose

The purpose of this organization, as stated in the Articles of Incorporation of the Colorado Head Start Association, shall be:

To promote the Head Start program in the State of Colorado.
To assist in bringing cohesion and positive empowerment to the various Head Start programs in the State of Colorado.
To promote comprehensive quality services for young children and families to assist them to be successful in school and in life.
To assist in those other activities which promote the growth and development of the Head Start program in the State of Colorado and throughout the United States.

The members of CHSA may adopt a mission statement and guiding principles to further define and articulate this purpose.

Article 3 - Membership

Section 1- Voting Members
Representatives of the CHSA shall be the Director, a Staff Representative appointed by the local program, and a Parent Representative appointed by the local program, of all Colorado Head Start programs whose membership dues are paid. Each member program selects it's representative members once a year.

Section 2 - Friend Members
A friend member is one not included in Section 1 above, who has an interest in Head Start and supports its philosophy and programs, and who has paid membership dues. Friend membership will be limited to 25% of total association membership.

Section 3 - Membership Dues
The CHSA shall determine the amount of annual dues payable to the association, as well as any rules or procedures related to these dues, as part of the Colorado Head Start Association business.

Dues are paid annually. Membership begins on the first day of the month that dues are paid.

Section 4 - Vacancies
Members may resign at any time with written notice to the secretary or president of the CHSA. Vacancies may be filled by successor Head Start program member. Friend vacancies will not be filled.

Section 5 - Conflict of Interest and Confidentiality
Members shall disclose any possible conflict of interest to other members of the Board and shall not vote or use personal influence on any matter involving a possible conflict of interest. No member shall disclose or use confidential information relating to the business of the Association for the personal profit or advantage of the member, the member's family or program. No member of the Board shall accept gifts, excessive entertainment or other favors from any outside person or organization that does business or is seeking to do business with the Association.

Section 6 - Compensation
All members shall serve without compensation. They may be reimbursed in accordance with the CHSA financial policies for their services in carrying out the purposes of the Association, provided that such reimbursement in no way adversely affects the Association's qualification under Section 501(c)(3) of the Internal Revenue Code.

Article 4 - Meetings

Section 1 - Annual Meeting
An annual meeting of the Colorado Head Start Association shall be held during the month of September for the purpose of officer election and regular business of the Association. If officer election is not held at this meeting, it will be scheduled as soon thereafter as possible, as determined by a vote of the membership.

Section 2 - Regular Meetings
Regular meetings shall be held at least three times each year, with a meeting schedule and location approved by the membership annually. CHSA shall elect all representatives and alternates as needed for other associations and groups needing CHSA representation at a regular meeting.

Section 3 - Special Meetings
Special meetings may be called by the President or by a majority of the Board of Directors with fifteen (15) days notice to the CHSA members.

Section 4 - Notice of Meetings
Meetings may be held upon not less than 15 days written notice, delivered either personally, by mail or email to the membership, stating the date, time and place of the meeting.

Notice for special meetings shall state the purpose for which the meeting is called.

Article 5 - Voting

Section 1 - Voting
Each member of the Colorado Head Start Association is entitled to one vote.

Section 2- Procedure
Meeting procedure will be governed by Robert's Rules of Order, and a simple majority vote of those present shall be the act of the membership. Two-thirds vote of members present at the meeting in which voting is held shall be required to amend the CHSA Bylaws and Articles of Incorporation, or to adopt a plan of merger, consolidation, or liquidation.

Section 3- Proxy
A member may vote by proxy, either written, by phone, or electronically with notice of intent filed with the CHSA secretary, which will be in effect for the specific meeting for which it is executed.

Section 4- Action Without a Meeting
Any action to be taken at a meeting may be taken without a meeting if consent naming the action is signed or electronically submitted by two thirds of the voting members. The Executive Committee shall establish the timeframe.

Section 5- Teleconference Meetings
Members of the Board or any committee may participate in a meeting by means of conference telephone or similar communications equipment by which all persons participating in the meeting can hear each other at the same time. Such participation shall constitute presence in person at the meeting.

Article 6 - Officers

Section 1 - Officers of the Colorado Head Start Association
The officers of the Board shall be a President, four (4) Vice-Presidents, a Secretary and a Treasurer.

Section 2- Duties of Officers President shall

serve as Chairperson.
preside at all meetings.
see that all orders and resolutions of the members are carried into effect.
serve as the Chief Executive Officer of the Corporation and have general and active control of its affairs and business and general supervision of its officers, agents and employees.
perform all other duties incident to the office and as may be assigned by the members of the Board of Directors.

Vice-Presidents (4) shall

serve as committee chairpersons as assigned by the President.
assist the President with any duties assigned.
act as President as the need arises and when so acting have all the powers of and be subject to the restrictions on the chairperson.

Secretary shall

keep the minutes of the proceedings of meetings.
sign such instruments as may be required.
maintain a record with the names and addresses of all members
be custodian of corporate records.
perform all duties incident to the office of Secretary and other duties as assigned.

Treasurer shall

serve as the principal financial officer of the corporation and have the care and custody of all its funds, securities, and evidences of indebtedness
receive, deposit and disperse same as instructed by the Board of Directors.
keep full and accurate records of the finances, disbursements, and receipts of the Association.
maintain a system of accounting to be followed.
prepare and file all local, state and federal tax returns and related documents.
report on the CHSA financial status monthly to the Board.
keep a detailed ledger which shall be open to inspection by any member of the Association or other persons having a legitimate interest in the information contained therein.
arrange for the annual audit.

Section 3 - Election
The officers of the Association shall be elected from the membership of CHSA, by a majority vote of the membership, at the annual meeting of the Board of Directors.

The offices of President, Treasurer, and two (2) Vice-Presidents shall be elected in odd number years. For the 2005 election the Secretary and two (2) Vice-Presidents shall be elected to serve a one year term and will then stand for election in 2006 for the two (2) year term.

If officer election is not held at this meeting, it will be scheduled as soon thereafter as possible, as determined by a vote of the membership.

Section 4 - Term of Office
Officers shall serve for a period of two years and shall hold office no more than two consecutive terms, or until his/her successor shall have been elected and certified, or until such time as he/she is removed as provided in Section 7 of this Article.

Section 5 - Eligibility
All officers shall be members in good standing of the Colorado Head Start Association, and at least 18 years of age.

Section 6 - Vacancies
If an officer or representative resigns during an unexpired term, the President shall appoint a member of the Board to serve in that office or representation for the remainder of the unexpired term.

Any officer or representative so appointed to fill a vacancy shall serve for the unexpired term of their predecessor in office.

In the event the office of President is vacated, one of the Vice-Presidents shall be elected into the President's position for the remainder of the unexpired term.

Section 7 - Removal of Officers/Representatives
Any officer or representative elected or appointed by the CHSA membership or President may be removed at any time by a two-thirds vote of the membership present at the meeting in which voting is held, whenever in their judgment the best interest of the Association will be served thereby.

Section 8 - Compensation
All members shall serve without compensation. They may be reimbursed for their services in carrying out the purposes of the Association, provided that such reimbursement in no way adversely affects the Association's qualification under Section 501(c)(3) of the Internal Revenue Code.

Section 9 - Bonds
The Board of Directors may require any officer to give bond to the Association with sufficient sureties, conditioned on the faithful performance of the duties of the office, and to comply with such other conditions as may be required from time to time by the Board of Directors. The premium of all such bonds will be paid by the Association.

Article 7 - Committees

Section 1 - Executive Committee
The CHSA shall have an Executive Committee comprised of the officers of the CHSA. The Executive Committee will be empowered to act for the Board as the need arises. An action of the Executive Committee shall be subject to ratification by the membership at the next meeting of the Colorado Head Start Association.

Section 2- Standing Committees
The President shall appoint the chairpersons of all Standing Committees. Committees may include:

Public Engagement Committee
Organizational Committee
Resource and Partnership Development Committee
Training and Professional Development Committee
CHSA may vote to establish new standing committees, or dissolve existing committees, to meet the needs of the membership.

Section 3- Special Committees
The President shall announce the formation of Special Committees (such as Select, Ad Hoc) and shall appoint the chairperson of all such committees. These committees will exist to meet the stated need of the Association for which they were formed, and will be dissolved when that need is met, as determined by the President.

Section 4 - Ex-Officio Membership
The President may act as a member of all committees.

Section 5- Committee Reports
Chairperson or designee will report to the CHSA membership at each regular meeting.

Article 8 - Representation to Region VIII Board

Section 1- Election
At the annual meeting held in odd-numbered years, the Board of Directors shall appoint four members to represent Colorado Head Start Association at Region VIII meetings. These representatives will include a Head Start Director, a Head Start Staff Member, a Head Start Parent Member, and a CHSA Friend Member.

Section 2 - Term of Office
Each representative will serve a two-year term.

Section 3 - Duties
Region VIII representatives will vote and otherwise reflect the positions of Colorado Head Start Association at all Region VIII meetings, and give a detailed report of the proceedings to the CHSA.

Section 4 - Compensation
All members shall serve without compensation. They may be reimbursed for their services in carrying out the purposes of the Association, provided that such reimbursement in no way adversely affects the Association's qualification under Section 501(c)(3) of the Internal Revenue Code.

Article 9 - Contracts, Loans, Checks and Deposits

Section 1- Contracts
The Board of Directors may authorize the President to enter into any contract or execute and deliver any instrument in the name and on behalf of the Association, and such authority may be general or confined to specific instances as defined by the Board of Directors.

Section 2 - Loans
No loan shall be contracted on behalf of the Association and no evidence of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances as defined by the Board of Directors.

Section 3 - Checks and Drafts
All checks, drafts or other orders for the payment of money, issued in the name of the Association, shall be signed by such officers, agent or agents of the Association and in such manner as shall be determined from time to time by resolution of the Board of Directors.

Section 4 - Deposits
All funds of the CHSA not otherwise employed shall be deposited from time to time to the credit of the Association in such depositories as the Board may select.

Article 10 - General Provisions

Section 1 - Waiver of Notice
Whenever any notice is required, a waiver thereof in writing signed by the person(s) entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice.

Section 2- Auditors
A certified public accountant shall be employed to audit the books of the Association for any fiscal year of the association.

Section 3 - Fiscal Integrity
The Board of Directors shall establish such policies as are necessary to assure the fiscal integrity of the Corporation. Upon the dissolution of this Corporation, the Board of Directors shall, after making provisions for the payment of all liabilities, dispose of all the assets to an organization(s) operated exclusively for charitable, educational, literary, religious or scientific purposes and which qualify as exempt organizations under Section 501(c)(3) of the Internal Revenue Code.

Section 4 - Exempt Activities
Notwithstanding any other provision of these bylaws, no member, Director, officer, employee or other representative of this Association shall take any action or carry on any activity by or on behalf of the Association not permitted to be taken or carried on by an organization exempt under Section 501(c)(3) of the Internal Revenue Code of 1986 (or the corresponding provision of any future United States internal revenue law).

Article 11 - Amendment to the Bylaws
These bylaws may be amended or repealed and new bylaws may be adopted by a 2/3 vote of the membership present at the meeting in which voting is held, provided that prior written notice has been given to the membership at least fifteen days in advance of the meeting, and provided that no such action shall be taken if it would adversely affect the Corporation's qualifications under 501(c)(3) of the Internal Revenue Code.

Article 12 - Severability
The invalidity of any provision of these bylaws shall not affect the other provisions hereof, and in such event these bylaws shall be construed in all respects as if such invalid provisions were omitted.

Adopted May 19, 2005
President
Colorado Head Start Association