NECAP Articles of Incorporation and By-Laws

NECAP Arcticles of Incorporation (From Joe Diamond 1.12.12)


By-Laws of

The New England Community Action Partnership


Article I Name, Mission, and Purpose


Section 1 Name

The name of the organization shall be the New England Community Action Partnership, Inc., also referred to herein as NECAP or the Association, and it is incorporated under the laws of the State of Massachusetts.


Section 2 Mission

The New England Community Action Partnership (NECAP) serves the collective interests of its member Community Action Agencies and the low-income population of New England through representation and education. It is the official association of the Region I Community Action Agencies.


Section 3 Purpose

  • To provide an opportunity for CAA Directors and staff within the Region to come together and share mutual concerns and best practices and address poverty related policy issues.
  • To establish a mechanism whereby representatives to various national and regional organizations are selected.
  • To establish a coordinated approach to the provision of training and technical assistance to CAAs in the Region.
  • To serve as a liaison to various National and Regional offices with the purpose of furthering communication and coordination.
  • To provide a means whereby we lever, influence, analyze and communicate key issues related to policy and practice and its impact on constituencies and supporters.
  • To engage in any other activity that may be appropriate

Article II Membership

Section I Eligibility

Any community action agency as defined as an eligible entity under the Community Services Block Grant (Chapter 106 of title 42 of US Code) and each community action agency state association in the New England states are eligible for membership in the Association. Membership is granted after receipt of annual dues.

Section 2 Dues

Annual Dues will be assessed on a calendar year basis and will be based upon the member community action agency’s Community Services Block Grant budget for the previous year, unless changed by a majority vote of members at the annual meeting of the Association. Annual Dues for member community action agency associations will be assessed on a calendar year basis and will be the same for each member community action agency association, unless changed by a majority vote of members at the annual meeting of the Association. Continued membership and participation will be contingent upon being up-to-date on membership dues.

Section 3 Voting Privileges

Each member shall have one vote at the NECAP annual or other duly called meeting of the members.

Article III Meetings of Members

Section 1 Annual Meeting

An annual meeting of the members of the Association shall be held not later than the month of October of each year. The specific date, time and location will be designated by the president of NECAP. At the annual meeting the members of the Association will elect officers for the Association by approving a slate offered by a nominating committee.

Prior to the Annual Meeting, the Board President shall establish a committee to nominate a slate of officers for the Association. The nominating committee will be made up of representatives from each of the six states. Members of the nominating committee may be drawn from the Association membership. The President of the Association shall not serve on the nominating committee. The slate 3

developed by the nominating committee will be drawn from the Board of Directors and shall be presented to the NECAP members at the annual meeting of the members for their approval.

Section 2 Meetings

Meetings of the membership other than the annual meeting may be called by the president or a majority of the directors, and shall be called by the clerk, or in the case of the death, absence, incapacity or refusal of the clerk, by any other officer, upon written application of members representing at least ten percent of the smallest quorum of members required for a vote upon any matter at the annual meeting of members. Meeting locations shall be rotated among the six membership states as feasible.

Section 3 Notice of Meetings

Notice of each meeting shall be provided in writing by mail or through electronic means to each member organization not less than two weeks prior to the meeting date.

Section 4 Quorum

The members present at any meeting shall constitute a quorum as long as four of the six states are represented at the meeting.

Section 5 Voting

All matters to be voted on shall be decided by a simple majority of those present at the meeting at which the voting takes place and a quorum is present. Proxy voting shall be allowed, one proxy per person, and shall be provided to the association Clerk. 4

Article IV Board of Directors

Section 1 Board Role and Size

The Board shall be responsible for the overall policy, management, and direction of the association, but may designate day to day and other responsibilities to appropriate staff, officers, board members, or committees. The board shall have 18 members, three from each of the eligible states. The members of the board drawn from the members of the Association are to be elected by the eligible members within each state. The board members shall receive no compensation for their service.

Section 2 Terms

All Board Members shall serve for a two year term commencing on November 1 and may be re-elected without a maximum service time provided the state membership continues to name said board member.

Section 3 Quorum

A quorum must have a minimum of seven board members representing a minimum of three states for business transactions and motions to be passed.

Section 4 Officers and Duties

There shall be four officers of the Association, consisting of President, Vice-President,

Clerk and Treasurer. Only an Executive Director of a community action agency or state association that is a member of the association is eligible to be an officer of the association. Their respective duties are as follows:

The President shall convene and preside over meetings of the board of directors, executive committee, and annual members meetings, and oversee the operation of the association, as delegated by the Board of Directors;

The Vice president shall take over upon the absence of the President;

The Clerk shall be responsible for keeping the records of board actions, including the minutes of board actions and insuring that corporate records are maintained; 5

The Treasurer shall make a written report at each board meeting and shall chair the finance committee, assist and prepare fundraising efforts including dues and make written financial information available to the members

Section 5 Terms

All officers shall serve for a two year term commencing on November 1 and may be re-elected without a maximum service time provided the state membership continues to name said board member.

Section 6 Delegates to National Organizations

There shall be one representative each from the Association to the National Community Action Foundation (NCAF) and the National Community Action Partnership boards. Such representatives shall be appointed by the board for a period of two years and may be reappointed for four terms. If there is a desire of the board for the representative’s term to be extended beyond four terms, a two-thirds majority vote of the board will be required for such an extended term of service.

Section 7 Vacancies

When a vacancy on the board exists mid-term the clerk shall notify the appropriate state for submission of a replacement member. The appropriate state will provide a new board member and the Executive Committee will select the person to replace an officer until the original term of the originally elected board member expires. When a vacancy for a national representative exists mid-term the board shall make an interim replacement.

Section 8 Removal of officer or board member

An officer or board member may be removed for any reason by a two-thirds vote of the membership present at any duly called meeting of the association at which a quorum is present.

Article V Committees

Section 1 Executive Committee

The Executive Committee shall consist of the four officers of the association, and the two national organization representatives. The Executive Committee shall have all the powers and authority of the 6

Board of Directors in intervals between meetings, provided however that such action of the Executive Committee is reported to the Board of Directors within 5 days of such action.

Section 2 Committees

The president shall establish and maintain standing and temporary committees as deemed appropriate. Except as otherwise specified in these bylaws, the president shall, subject to the advice and consent of the board of directors, appoint such committees as may be deemed necessary for the administration of the Association. Committees shall consist of at least 3 members.

Section 3 Quorum

A quorum shall consist of simple majority of committee members.

Article VI Attendance at Meetings

Section 1 Annual Meeting

Physical participation or vote by proxy is required to take part in the business of the annual meeting of the members.

Section 2 Board and Committee Meetings

Physical attendance or telecommunication participation at which all participants can hear each other is allowed to take part in meetings of the board and committees.

Article VII Amendments

Section 1 Amendments

These by-laws may be amended when necessary by a two-thirds majority of the Board of Directors. The Amendments must be submitted to the Clerk to be sent out to the membership for ratification by simple majority of the members at the next scheduled meeting of the members of the Association. The Amendments are not effective until they are ratified by the members.

By-laws adopted May 12, 2011