MPN ByLaws

Metrolina Providers Network

ByLaws
Effective: February 14, 2006

Preamble - Mission Statement

To work collaboratively as a network that provides an array of services and supports for individuals with disabilities that promotes:

Consumer Choice

High Quality

The Individuals' Capacity for Self-Sufficiency (self-determination)

ARTICLE I: MEMBERSHIP

1.1 There shall be two (2) classifications of membership:

All members are encouraged to have a representative attend monthly meetings, beginning in January and ending in December. Organizations that have multiple subsidiaries may have a single Full Membership for the whole organization.

A. Full- A corporation or an organization with 501 status that provides services for individuals with disabilities, which has provided services in the Metrolina area (Cabarrus, Cleveland, Davidson, Gaston, Iredell, Lincoln, Mecklenburg, Rowan, Stanly, Union Counties) for at least one year.

B. Affiliate - An organization, that cannot become a Full Member, due to conflict of interest, institutional structure, or does not provide contract services. Excludes funders except for specialized grants available through certain organizations.

1.2 Privileges of membership shall be as follows:

A. Full Members may

attend and participate in all meetings of MPN, including any retreats and training opportunities which may be provided at a reduced cost;

inspect any and all records of MPN;
vote on any matter placed before the membership as established in these Bylaws (one vote per Full membership);

participate in cooperative benefits including, but not limited to, employee benefits, insurances, purchasing, etc.;
hold Board positions within the organization;
serve on, and chair committees;
request contract negotiation support;
appoint or elect a representative who will be authorized to exercise the voting rights of the member;

receive all mailings and membership lists available.

B. Affiliate Members

attend and participate in all meetings of MPN, including any retreats and training opportunities at full
serve on, and chair committees; and
receive all mailings and membership lists available.

1.3 To obtain membership in any classification, the prospective member shall submit a written application in which the applicant declares to adhere to and promote the goals of MPN; All new members must read, agree to, sign and abided by the MPN Code of Ethics.

1.4 The voting membership shall vote on any application at a monthly meeting. Each applicant for Full membership is encouraged to have a member of its organization, with the authority to represent and make decisions on behalf of the organization, in attendance at the monthly meeting at which its application is submitted for acceptance.

1.5 New membership approval requires a two-thirds (2/3) vote of the Full Members quorum.

1.6 Membership dues:

       A. will be determined for each fiscal year by majority vote of the Full Members quorum.

     B. must be paid by renewing members by March 31st of each year.

        C. will be prorated for new members during their initial membership year.

1.7 Termination of membership shall result as follows:

        A. Any member may resign by notifying the President in writing;

        B. Any membership may be suspended or revoked as established in these Bylaws;

        C. Failure to renew membership by the dues due date; and

        D. Failure to abide by the Code of Ethics

    A member shall not be entitled to a refund of dues under any circumstances.

1.8 Termination procedure.

No action to censure, suspend or revoke shall be taken until and unless a member of MPN submits to the Board a written and signed complaint charging the member with conduct detrimental to the goals and policies of MPN.

A. Upon receipt of any complaint(s), the Executive Officers shall send a written notice to the affected member notifying the member of the allegations and granting an opportunity to respond to the charges at a hearing before the Board. The notice shall be mailed by certified mail, return receipt requested, to the affected member’s last address recorded with the President;

B. After the hearing, the Board shall preparewritten findings and a recommendation, if any, to present to the membership atthe next regularly scheduled General Membership meeting. The affected member shall be notified ofthe right to appear before the membership at that General Membership meeting; and

C. If the membership votes to terminate a membership, a notice of decision shall be sent to the affected member, which notice shall include: the decision of the membership, a copy of the written findings, and an explanation of the member's rights. The notice shall be mailed by certified mail, return receipt requested, to the affected member's last address recorded with the President. In addition, the membership shall be advised of this action and the President shall maintain a list of all members previously censured or whose membership has been suspended or revoked.

D. Except where the law, the Articles of Incorporation, or these Bylaws otherwise provide, all authority of MDN shall be vested in and exercised by the Full Members.

ARTICLE II. BOARD OF DIRECTORS

2.1 The Board of Directors (hereinafter referred to as "the Board") shall consist of an odd number of members. The Board shall consist of the executive consisting of President, Vice President, Secretary, Treasurer, and Director.

2.2 Each Board member shall be elected for a term of two (2) years, which shall commence on January 1, following election.

2.3 No director may hold the same office for more than two (2) consecutive years.

2.4 All elected directors must meet the following requirements:

A. Must be a member in good standing of MPN; and

B. Must have served as an MPN representative for a minimum of two (2) year and have attended a minimum of two (6) General Membership meetings each year.

2.5 The Board of Directors is a volunteer board, not compensated for meetings, but eligible for reimbursement for expenses associated with reasonable duties assigned by the Board upon affirmative vote by a simple majority of the Board.

ARTICLE III. DUTIES OF THE BOARD OF DIRECTORS AND REPRESENTATIVES

3.1 The President, as principal executive officer of MPN, shall have all the duties and authority normally vested in the President of a non-profit corporation, including those prescribed by the membership.

The President shall:

preside at all MPN meetings;
be an ex-officio member of all standing committees and all other ad hoc committees;
be the official Representative, or designate someone to be the official Representative, to local and state funding and regulatory committees as long as MPN remains a member of and/or holds a seat on said committees.

The President may appoint other committees as deemed necessary.

3.2 The Vice President shall have all the duties and authority normally vested in the Vice President of a non-profit corporation, including those prescribed by the membership. The Vice President shall be an ex-officio member of all standing committees and all other ad hoc committees. In the event of the death, resignation or other immediate vacancy of the President, the Vice President shall assume the office of the President until an election may be held to fill the vacancy. In the event of the disability or extended absence of the President, the Vice President shall perform all necessary duties of the President until the President returns.

3.3 The Secretary shall have all the duties and authority normally vested in the secretary of a non-profit corporation, including those prescribed by the membership. The Secretary shall archive official minutes of all Board meetings and the General Membership meetings, and shall oversee and supervise all elections and voting procedures. The Secretary shall develop and maintain lists including, but not restricted to, current voting representatives.

3.4 The Treasurer shall have all the duties and authority normally vested in the treasurer of a non-profit corporation, including those prescribed by the membership. The Treasurer shall supervise the financial affairs of MDN in accordance with generally accepted accounting principles. The Treasurer shall prepare and present a financial report to the General Membership at least quarterly. All checks, drafts, or other     negotiable instruments of the Board shall be made in the name of MPN, and shall be signed by the Treasurer following authorization by the President.

3.5 Directors shall represent the entire membership at meetings of the Board.

3.6 Committees may be established by the Board.

3.7 The board may employ staff, whose terms and conditions shall be specified by the Board. An Executive Direction, when employed, shall be an ex-officio member of the Board and all standing and special committees.

   ARTICLE IV. ELECTION OF DIRECTORS

4.1 Election of directors shall be held at the Annual General Membership meeting in November.

ARTICLE V. MEETINGS

5.1 Each year, there shall be at least six (6) monthly meetings of the General Membership. Meeting times and locations shall be set by two-thirds (2/3) vote of the quorum at the January Meeting. Additional General Membership meetings may be held by proper approval of the membership.

5.2 There shall be at least four (4) meetings of the Board, annually. Additional meetings of the Board may be called by the President. All directors and voting representatives shall be given thirty (30) days written notice prior to any additional meetings of the Board, whenever possible.

5.3 New business items not included on the agenda for a General Membership meeting may be discussed but    not voted on in that meeting. In an emergency, the consenting vote of two-thirds (2/3) of the membership quorum may waive all notice provisions.

ARTICLE VI. VOTING

6.1 All MPN business must be carried out under generally accepted and practiced rules of parliamentary procedure.

6.2 A majority of the Full Members shall constitute a quorum for a General Membership meeting.

6.3 Motions and resolutions must be presented, must be seconded and must be approved by a consenting vote of the majority of the membership quorum for passage. Motions and resolutions involving financial matters shall require the consenting vote of two-thirds (2/3) of the membership quorum for passage, unless otherwise stated in these Bylaws.

6.4 Voting Allotment per Full Member

Each Full Member shall receive one (1) vote on matters at each General Membership meeting. 6.5 Absent representatives may vote on any proposed MDN item if said vote is submitted in writing to a member of the Board or staff prior to the General Membership meeting where the vote on the agenda item is to take place.

6.6 Written secret ballots may be requested by a Full Member on any motion or resolution before the membership.

6.7 At a meeting of the Board, a quorum shall be established only when at least fifty percent (50%) of the number of sitting directors is present.

6.8 At a meeting of the Board, motions and resolutions must be presented, must be seconded and must be approved by the consenting vote of two-thirds (2/3) of the quorum for passage.

6.9 The rules may be suspended by a majority vote of the membership.

ARTICLE VII. REMOVAL OF DIRECTORS

7.1 A director may, with cause, be removed from office at a General Membership meeting. Any member wishing to show cause why a director should be removed from office must notify the Board of Directors in writing. The Board of Directors must then notify the affected director in writing. In the event a director refuses or fails to perform the duties assigned by these Bylaws or by the membership, the Board may take any reasonable action necessary to allow the continuation of official MDN business. These emergency actions must be reported to the membership within thirty (30) days and must be the first order of business at the next General Membership meeting.

7.2 Cause for removal may be gross misconduct in office, failure to carry out responsibilities of the office, when his/her organization fails to meet membership criteria, or failure to adhere to the Code of Ethics.

7.3 Any motions for removal shall be presented during new business. A consenting vote of the majority of the Full Members quorum is necessary to bring the motion to the floor for discussion. If approved for discussion, the director affected must be allowed rebuttal time. After discussion, the consenting vote of two-thirds (2/3) of the Full Members quorum is necessary for removal from the Board.

ARTICLE VIII. AMENDMENTS TO THE BYLAWS
8.1 Amendments to these Bylaws must be placed on the published agenda of a general membership meeting.

8.2 These Bylaws may be amended by the consenting vote of two-thirds (2/3) of the membership quorum.

8.3 In the event that these Bylaws need to be amended in order to comply and conform to State and/or Federal laws, the membership hereby:

A. Waives the notice provisions of any Articles of these Bylaws: and

B. Authorizes the Board, upon consenting vote of two-thirds (2/3) of the Board, to so make the required changes to the Bylaws providing said change(s) do not affect any Bylaws that pertain to Dues, the Board, including the duties, and the Articles dealing with Amendments to the Bylaws currently in effect, nor can any Article dealing with Membership be deleted.

C. Should the need arise for the Board to use this Article, they must notify all individuals and committees affected by the amendment(s) as soon as possible along with a report to the Membership.

8.4 The membership hereby authorizes the Board to approve changes to the Bylaws for the sole purpose of renumbering Articles, eliminating errors in spelling, grammar and terminology and to bring about the proper order and sequence, but in so doing the Board shall not change the meaning or purpose of any provision so changed or renumbered.

8.5 Proposals for amendments to these Bylaws may originate from any MPN member.

ADOPTED BY THE MPN BOARD OF DIRECTORS AT ITS REGULARLY SCHEDULED MEETING ON February 14, 2006.

_________________________________________    President    _________________________
Signed                                    Date

_________________________________________    President    _________________________
Signed