CLC Bylaws
CLC Bylaws
(Revised 2010)
ARTICLE I: NAME
The name of this organization shall be "Child Life Council, Inc." (CLC).
ARTICLE II: PURPOSE
The Child Life Council advances the well-being of children and families promoting quality, effective child life services; and providing child life education, conferences, publications, and information to the membership and the general public.
ARTICLE III: MEMBERSHIP
Section 1. Criteria for Membership : Criteria for membership includes:
- Payment of current annual dues.
- Inclusion in one of the membership categories established by the Board of Directors.
Section 2. Membership Categories : Membership categories and criteria for CLC shall be established by the Board of Directors.
Section 3. Resignation : A member who is not in arrears in payment of dues may resign from membership at any time by submitting a resignation in writing to the national office of the CLC. Any other reasons for termination of membership and procedures by which this may be done shall be established by the Board of Directors.
ARTICLE IV: DUES
Membership dues will be paid directly to CLC and monies received by CLC will be used for operating costs and for fulfilling purposes of CLC. The Board of Directors of CLC shall determine the dues structure and its date of effectiveness.
ARTICLE V: OFFICERS
Section 1. Officers : The officers of CLC shall be President, Immediate Past President, President-Elect, Secretary and Treasurer. The Executive Director, without vote, is also an officer. Officers shall serve until their successors have been duly elected, selected and assume office.
Section 2. Qualifications : Any Certified Child Life Specialist member in good standing shall be eligible for nomination and election to an officer position.
Section 3. Nomination and Election of Officers : The President-Elect, Secretary and Treasurer are to be elected by the voting members no more than 120 days prior to the conclusion of the Annual Meeting. In accordance with the procedure specified in Article IX, the nominating committee shall prepare and submit to the members a nomination slate each year. Any person so nominated shall have given prior consent to nomination and election as an officer.
Section 4. Term of Office : The officers, other than President-Elect, will be elected by the membership to serve terms of two years each and shall not be eligible to immediately succeed themselves in the same office. At the end of a one year term, the President-Elect assumes the office of President for one year. Immediately after serving as President for one year, the President assumes the office of Immediate Past President for one year. Officers will be permitted to run for a consecutive term in a different position, but in no case will an officer be permitted to serve in any capacity for a third consecutive term on the Board of Directors. Term of office shall begin immediately following the Annual Meeting.
Section 5. Unexpired Terms : The CLC Board of Directors shall be empowered to fill Board of Directors position vacancies for the offices of Secretary and Treasurer, for the remainder of unexpired terms. Should the President-Elect be unable to continue in office, a special election will be held under the direction of the Board of Directors. If the Presidential office is vacated, the President-Elect shall automatically become President serving the remainder of that term, as well as the term to which they were elected.
ARTICLE VI: Duties of Officers
Section 1. President : The President of CLC shall be the chief executive officer of the CLC; preside at all meetings of the Board of Directors; preside at all annual or special meetings; perform all duties customary to that office, subject to the control of the Board of Directors; and supervise and control all of the affairs of the CLC in accordance with all policies and directives of the Board of Directors.
Section 2. President-Elect : The President-Elect shall serve as member of CLC Board of Directors, and assume the functions and responsibilities of the President in the absence or incapacity of the President.
Section 3. Treasurer : The Treasurer shall see that accurate financial records are kept, have established proper accounting procedures for the handling of CLC funds, and be responsible, with the Executive Director, for the keeping of the funds in such banks, trust companies, and/or investments, as are approved by the Board of Directors. The Treasurer shall report on the financial condition of CLC when called upon by the President. Such duties of the Treasurer, as may be specified by the Board of Directors, may be delegated to the Executive Director.
Section 4. Secretary : The Secretary shall serve as a member of the CLC Board of Directors; record the proceedings of the CLC Board of Directors and CLC Annual Meeting; and maintain a current record of all motions made by the CLC Board of Directors.
Section 5. Immediate Past President : The Immediate Past President shall serve as a member of the Board of Directors and perform such other duties as may be prescribed by the President of the Board of Directors and/or the Board of Directors.
The officers shall also perform such other duties as may be prescribed by the President of the Board, Executive Committee and/or Board of Directors.
ARTICLE VII: Board of Directors
Section 1. Authority and Responsibility : The governing body of CLC shall be the Board of Directors. The Board of Directors shall have supervision, control and direction of the affairs of CLC, its committees and publications; determine its policies and/or changes therein; actively pursue its objectives; supervise the disbursement of its funds and be responsible for the interpretation of these bylaws. The Board of Directors may adopt such rules, regulations and policies for the conduct of its business as shall be deemed advisable, and may, in the execution of the power granted, delegate certain of its authority and responsibility to the Executive Committee.
Section 2. Composition : The Board of Directors shall consist of the officers named in Article V; four (4) Directors elected from the regular membership; and the Child Life Certifying Committee (CLCC) Chairperson as voting members; and the President of the Canadian Association of Child Life Leaders (CACLL) as a non-voting member. The Board may additionally appoint any individual (CLC member or non-member) to serve a non-voting one-year term on the Board, with possibility of renewal.
Section 3. Meetings of the Board : The CLC Board of Directors shall hold not fewer than two meetings in a given year, at such times and places as may be determined by the President. These meetings allow for approval of the annual budget, as well as for planning and deliberation. One meeting shall be held close to the time of the Annual Membership Meeting. Reasonable notices of the time and place of each meeting shall be given to each member of the Board of Directors.
Section 4. Quorum : At any meeting of the Board of Directors, the majority of the voting members shall constitute a quorum for the transaction of the business of CLC, and any such business thus transacted shall be valid providing it is affirmatively passed by a majority of those present.
Section 5. Business by Mail, Telephone, Fax, or Other Electronic Communication : The CLC Board of Directors may conduct business by mail, telephone, fax, or other electronic communication. A majority vote of the members of the Board must be secured within a stipulated time in the referendum in order to effect its action. Votes taken by mail, telephone, fax, or other electronic communication must be entered into the minutes of the next meeting of the Board.
Section 6. Removal : A board member may be removed when sufficient cause exists for such removal by a vote of a majority of the Board of Directors. Sufficient cause may include but not be limited to the following:
- Non-attendance at two consecutive meetings of the Board of Directors. When such a board member has been absent from two consecutive meetings, the item of his or her retention shall be placed on the agenda of the next regularly scheduled meeting of the Board of Directors;
- Conflict of interest whereby the performance of official duties may be unduly influenced by consideration of private interest;
- Obstructive behavior, which prevents the board from effective functioning (e.g., discouraging other board members from participating, consistently disrupting meetings, being unwilling to let the majority prevail, or preventing the organization from working well, as opposed to arguing for an unpopular viewpoint).
Section 7. Vacancies : The CLC Board of Directors shall be empowered to fill Board of Directors position vacancies for the remainder of unexpired terms.
ARTICLE VIII: Executive Committee
Section 1. Authority and Responsibility : The Executive Committee may act in place and stead of the Board of Directors between board meetings on all matters, except those specifically reserved to the board by these bylaws, pursuant to delegation of authority to such committee by the Board of Directors. Actions of the Executive Committee shall be reported to the Board for ratification by mail or at the next Board meeting.
Section 2. Composition : The Executive Committee shall consist of the President, Immediate Past President, President Elect, Secretary and Treasurer. The Executive Director shall serve as an ex-officio member of the executive committee without vote.
Section 3. Quorum Call of Meetings : A majority of the executive committee shall constitute a quorum at any duly called meeting of the committee. The President of the Board shall call such meetings of the Executive Committee as the business of CLC may require, or a meeting shall be called by the President of the Board on request of three (3) members of the Executive Committee.
ARTICLE IX. Nominations and Elections
Section 1. Nominating Committee : The Nominating Committee shall have no fewer than 5 nor more than 8 members, with members other than the Chairperson serving staggered two-year terms. The Nominating Committee Chairperson shall appoint new committee members from the CLC membership. No individual may serve more than one consecutive term on the Nominating Committee. The Executive Director will serve as an ex officio member of the committee.
Section 2. Nominating Committee Duties : A slate of qualified candidates, as per established criteria, which are position specific, shall be prepared by the nominating committee. The slate of nominees shall consist of active members of the CLC in good standing. All nominees will be Certified Child Life Specialists at the time of nomination and, if elected, will make every effort to maintain child life certification. The slate must be completed no less than 90 days prior to the Annual Meeting. The slate of candidates presented by the Nominating Committee will be provided to the membership at least 60 days prior to the Annual Meeting. When conducted by e-mail, mail, or survey instrument, members will be given at least 30 days to vote following announcement of the slate to the membership.
Section 3. Elections : Elections shall be held prior to the Annual Meeting of the CLC. Each year a President-Elect shall be elected for a one year term; (2) Directors shall be elected for two year terms and a Child Life Certifying Committee (CLCC) Chairperson shall be elected for a four year term. The Secretary shall be elected in the even years for a two year term, while the Treasurer shall be elected in the odd years for a two year term.
All members in good standing, except Students and Associate Members, shall be entitled to vote in the election for officers, Directors, and Child Life Certifying Committee (CLCC) chairpersons, and Bylaws changes.
Election of candidates to office shall be by a plurality of the total votes cast.
ARTICLE X: Committees and Task Forces
Section 1. Appointment of Committees and Task Forces : Standing Committees, Committees and Task Forces, other than the Executive and Nomination Committees, may be created and abolished by the Board of Directors as necessary to plan and review the goals and purposes of the CLC. These committees and task forces shall report to the Board of Directors and shall, within budget authorizations, create their own sub-units as required to complete their assigned tasks. Committees and task forces shall consist of members of the CLC.
Section 2. Duties of Standing Committees : All committees shall develop action plans related to committee guidelines and CLC goals; maintain records of meetings of committee consultations; and submit written reports to the CLC Board of Directors before the semiannual CLC Board of Directors meetings.
Section 3. Special Committees and Task Forces : Special committees and task forces may be appointed as necessary by the President in consultation with the Board of Directors to fulfill the programs and purposes of CLC. Special committees and task forces shall have a Board liaison and be responsible to the Board for their duration. The term of an additional committee and/or task force shallbe equal to the length of time necessary to complete the assigned task.
ARTICLE XI: Child Life Certifying Committee
Section 1. Authority and Responsibility : Child Life Certifying Committee (CLCC) is a standing committee of the CLC, and is charged with matters pertaining to the certification of child life specialists. This committee will make recommendations regarding certification policy and quality improvement to the CLC Board of Directors. The CLCC, in collaboration with the examination administration agency, will oversee the examination, recertification and appeals processes.
Section 2. Composition : The CLCC will be comprised of an elected Chairperson, an elected Chairperson-elect, and five at-large committee members appointed by the Chairperson. The Chairperson will serve as a voting member of the CLC Board of Directors. The elected Chairperson, Chairperson-elect, and at-large committee members shall be current members of CLC and Certified Child Life Specialists.
Section 3. Term : Each Chairperson will serve a two-year term as Chairperson-elect followed by a two-year term as Chairperson. In years when a new Chairperson is elected, the election shall be held on the same schedule, using the same system, as the election of the members of the CLC Board of Directors. At-large committee members shall serve staggered two-year terms, with a rotation of two and three new committee appointments made at the beginning of each Chairperson’s term.
ARTICLE XII: Annual and Special Meetings
Section 1. Annual Meeting : The Annual Meeting of the members of CLC shall be held on such a day in May or June of each year as shall be determined by the Board of Directors. The Annual Meeting shall be held in conjunction with the Annual Conference.
Section 2. Special Meetings : At the written request of at least twenty-five percent (25%) of the voting membership, the President shall call a special membership meeting to be held within sixty (60) days of the receipt of such request. Written requests shall be directed to the Secretary of the CLC Board of Directors. The purpose of such special meetings shall be designated in the call to meeting and no other business may be conducted. Special meetings will be held at a time and place determined by the CLC Board of Directors.
Section 3. Notice of Meetings : Notice of meetings shall be in writing and shall set forth the date, time and place thereof. Such notices of meetings shall be mailed not fewer than twenty days before each meeting addressed to each member of the CLC at his or her address as it shall appear on the records of the CLC. Notices of adjourned meetings need not be given.
Section 4. Quorum : At an annual or special meeting of the CLC, the presence of twenty-five members shall be necessary for and shall constitute a quorum for the transaction of business, but less than a quorum shall have the power to adjourn a meeting, from time to time, without notice.
ARTICLE XIII: Fiscal Year
The fiscal year of the CLC shall be January 1 through December 31.
Article XIV: Staff
Section 1. Appointment : The Board of Directors shall employ and supervise a salaried chief executive who shall have the title of Executive Director.
Section 2. Authority and Responsibility : The Executive Director is responsible for administering the office, managing the activities of CLC as prescribed by the CLC Board, and generating ideas and recommendations demonstrating the impact CLC can make on the profession of child life. The Executive Director shall serve as a non-voting ex-officio member of the CLC Board of Directors; prepare reports and recommendations for the CLC Board of Directors relative to the administrative management of CLC and make recommendations and suggestions to the CLC Board of Directors related to the purposes of CLC.
ARTICLE XV: PARLIAMENTARY AUTHORITY
The rules contained in Robert's Rules of Order, Newly Revised, shall govern CLC in cases to which they are applicable and in which they are not inconsistent with the Bylaws of CLC.
ARTICLE XVI: AMENDMENTS TO BYLAWS
Section 1. Bylaws Committee and/or Board : When amendments to the bylaws have been approved by the CLC Board of Directors, the Board or bylaws committee will mail or e-mail a written notice of intent to the voting membership of the CLC for consideration.
Section 2. Voting Membership : The Board of Directors will initiate a vote for a bylaws change petitioned by the membership when presented with petitions signed by at least twenty-five percent (25%) of voting members of the CLC.
Section 3. Approval : If two-thirds (2/3) of the votes returned by mail, e-mail, survey instrument, and/or cast at the annual conference, depending on which of these means is specified for voting, are favorable to the amendment, it shall be adopted.
ARTICLE XVII: CONTRACTS, CHECKS, DEPOSITS AND FUNDS
Section 1. Contracts : The CLC Board of Directors may authorize any officer or officers, agent or agents of the corporation 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 specific instances.
Section 2. Checks : All checks, drafts, or orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation, shall be signed by such officers, agent, or agents of the corporation and in such manner as shall from time to time be determined by resolution of the CLC Board.
Section 3. Deposits : All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the CLC Board of Directors may select.
Section 4. Funds : The CLC Board of Directors may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purpose or for any special purpose of the corporation.
ARTICLE XVIII: bOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the CLC Board of Directors and its committees.
ARTICLE XIX: INDEMNIFICATION
CLC shall indemnify or reimburse all members of the Board of Directors, and designated agents of CLC, for any and all legal expenses and costs incurred as a result of any legal action brought against her or him for any action performed in furtherance of her or his duties as an officer or agent, unless said officer or agent is found negligent in the performance of her or his specific duties which are subject of the suit in question, in a final determination of a court of law.
ARTICLE XX: DISSOLUTION
In the event the CLC needs to dissolve, the Board of Directors shall present a plan to do so to the general membership. An affirmative vote of two-thirds (2/3) of the general membership in good standing that casts ballots is needed to dissolve the CLC. Voting shall be by written ballot. Membership shall be advised at least thirty (30) days prior to a vote to dissolve the CLC. In the event of dissolution, all assets remaining after satisfaction of all just liabilities and obligations shall be turned over to a nonprofit organization(s) designated by the Board. No financial benefits or emoluments shall accrue to any member of the CLC or the Board by virtue of their position on the Board or as a member of the CLC during the CLC's existence or upon its dissolution.