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NEW JERSEY ASSOCIATION FOR THE EDUCATION OF YOUNG CHILDREN

(NJAEYC) BY-LAWS

Revised March 11, 2019

ARTICLE l – NAME
Section 1.1 The name of the organization shall be the New Jersey Association for the

Education of Young Children (NJAEYC), hereafter referred to as the “Association”.

ARTICLE II – GOVERNANCE
Section 2.1 The principal governing body of the Association shall be called the Governing

Board, hereafter referred to as the “Board”.

Section 2.2 The Executive Committee of the Board shall constitute the principal officers of the Association, as defined in Section 7.1, below.

Section 2.3 The Association is a nonprofit corporation formed and existing under section 501(c)(3) of the Internal Revenue Code and N.J.S.A. 15a:1-1, et seq., maintaining all the rights and responsibilities of this corporate status.

ARTICLE III – PURPOSES
Section 3.1 The mission of The New Jersey Association for the Education of Young Children is

dedicated to advancing excellence in the field of early childhood education.

Section 3.2 The Association shall support the purposes of the National Association of the Education of Young Children (NAEYC), be committed to coordinating activities and to providing services for communication among members of the Association and chapters of the state affiliate and allied professional associations, as well as be aware of and advocate for all legislation pertaining to the welfare of children which will ensure excellence in early childhood education.

ARTICLE IV – CHAPTERS

Section 4.1 The Association can be composed of chapters located throughout the state, as approved by the Board. The continuation of a chapter is contingent upon the completion and maintenance of eligibility criteria set forth by the Association. Chapters must complete annual Chapter Applications and adhere to the Chapter Policies and Procedures.

Section 4.2 The Board may approve additional chapters upon completion of the defined process as required by the Association.

Section 4.3 The Association shall address any chapter not in compliance with the Association’s eligibility criteria by developing an action plan toward compliance.

Section 4.4 Should any chapter fail to adhere to or satisfy an aforementioned action plan, it shall be dissolved and the Association shall aid in the dissolution of the said chapter when all other avenues have been exhausted.

ARTICLE V – MEMBERSHIP
Section 5.1 – Eligibility Any natural person who is interested in supporting and promoting the

purposes of the Association may become a member upon payment of annual dues.

Section 5.2 – Levels of Membership All Association members are members of NAEYC and NJAEYC and are entitled to the privileges of membership as defined by NAEYC and the Association.

Section 5.3 – Categories of Members The categories of membership shall be Entry Level, Standard, Premium, or Family.

Section 5.4 – Dues Any member who fails to pay his or her dues for the current membership year within a reasonable time of its start shall automatically become a lapsed member, forfeiting all membership privileges. Any such lapsed member will be reinstated upon payment of current dues.

ARTICLE VI – MEMBERSHIP MEETINGS
Section 6.1 – Annual Meeting An annual meeting of the Association shall be held during the

fiscal year on such a date and at such a location as specified by the Board.

Section 6.2 – Special Meetings The Board, upon majority vote pursuant to Section 8.5, below, may direct the President to call a special meeting of the membership of the Association.
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Section 6.3 – Notice The membership shall be informed of the date and place of the annual meeting and any special meeting no later than four (4) weeks prior to the meeting.

ARTICLE VII – GOVERNING BODY

Section 7.1 – Composition of the Executive Committee The Executive Committee shall consist of the President, President-Elect or Past President, Vice Presidents, Secretary and Treasurer (each individually an “Officer” and, collectively, the “Executive Committee”).

Section 7.2 – Duties of the Executive Committee The Executive Committee shall oversee the operations of the Association and shall carry out the policies and directives of the Board.

Section 7.3 – Professional Advisors The Executive Committee may retain an attorney and a certified public accountant (CPA) to advise it in the governance of the Association. The CPA shall conduct an annual review or audit of the Association’s books and records and may be

appointed to serve as the Treasurer of the Association. The attorney shall serve as General Counsel to the Association. The Executive Committee may retain additional professional advisors from time to time as it deems necessary in its sole and unfettered discretion. All such retained advisors shall be licensed to practice in the State of New Jersey, be in good standing with all licensing boards and professional associations with which they are affiliated and shall report directly to the Executive Committee.

Section 7.4 – Composition of the Board The Board shall consist of the Executive Committee, the Chapter Representatives- if applicable, and Committee Chairs.

Section 7.5 – Powers and Duties of the Board The Board shall supervise and direct the affairs of the Association, shall determine its policies or changes within the limits of these by- laws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds.

Section 7.6 – Rules and Regulations The Board may adopt rules and regulations for the conduct of its business as are deemed advisable and may appoint such committees or agents as it deems necessary in its sole and unfettered discretion.

Section 7.7 – Eligibility for Board Position, Duties and Qualifications No person shall serve on the Board unless that person is a member of the Association. The duties of and qualifications for each Board position are set forth in the Association’s Policies and Procedures Manual.

Section 7.8 – Term Limits Each Board member shall be elected for a two year term, resignation or removal notwithstanding, shall serve until the expiration of their term or the election of their successor pursuant to Article IX, below. No elected Board member shall serve more than two (2) consecutive terms in the same position unless a successor is not named during the nominations process.

Section 7.9 – Resignation A Board member may resign at any time by submitting a written resignation to the President, which resignation shall become effective upon receipt. A resignation shall not be deemed ineffective solely due to its rejection by the President or any member of the Executive Committee.

Section 7.10 – Removal A Board Member, including a member of the Executive Committee, may be removed according to the policies set forth in the Policies and Procedures Manual.

Section 7.11 – Vacancies The President shall fill any vacancies on the Board by appointment. Each person appointed to fill a vacancy on the Board shall hold office until the next annual election of Board members. In the event of a vacancy in the office of President, the Past- President, President-Elect, or one of the Vice Presidents shall fill the vacancy created by the departing President until the next annual election of Board members and as further specified in the Policies and Procedures.

ARTICLE VIII –MEETINGS

Section 8.1 – Number of Meetings There shall be a minimum of one meeting of the Board during each membership year. The Executive Committee shall meet periodically at the call of the President between meetings of the Board.

Section 8.2 – Notice Board members shall be notified of the time, place and general purpose of a Board meeting a minimum of seven (7) days prior to the meeting. Executive Committee members shall be notified of the time, place and general purpose of an Executive Committee meeting at least twenty-four (24) hours prior to the meeting.

Section 8.3 – Special Meetings Special meetings of the Board may be called by written request of the President, or not less than five (5) other Board members. Special meetings of the Executive Committee may be called by the President or at the written request of three (3) members of the Executive Committee.

Section 8.4 – Quorum A simple majority of the full membership of the Board shall constitute a quorum for the transaction of business by the Board. A simple majority of the full membership of the Executive Committee shall constitute a quorum for the transaction of business by the Executive Committee.

Section 8.5 – Voting Votes may take place during a scheduled Board meeting or Executive Committee meeting, as applicable, or via alternative methods of communication including, but not limited to, proxy, e-mail and teleconference. Each Board member my cast one (1) vote. A total of one (1) vote may also be cast for each special committee and chapter represented at the meeting. A two-thirds (2/3) majority of those votes cast shall be required to adopt a budget, and a simple majority of those votes cast shall be required to pass all other general business.

Section 8.6 – Agendas and Minutes The Secretary or, in the absence of the Secretary, a member of the Executive Committee designated by the President shall prepare and circulate agendas in advance of each Board and Executive Committee meeting, and shall keep the minutes of every such meeting and make said minutes available to the Board as soon as practicable following each such meeting.

ARTICLE IX – NOMINATIONS AND ELECTIONS

Section 9.1- Nominating Team Each year, the Executive Board shall be responsible for appointing the Nominating Committee, which will be overseen by one of the Vice Presidents. The Nominating Committee, led by the Past President or a Vice President, shall include three additional members of the Board as specified in the Policy and Procedure Manual.

Section 9.2 – Nominating Team Duties The Nominating Committee shall request suggestions for nominations from the membership of the Association no later than eight (8) weeks prior to

the date of the election. The Nominating Team shall then prepare a slate of candidates in accordance with Association policies and procedures and shall notify the membership of the slate no later than four (4) weeks prior to the date of the election.

Section 9.3 – Elections The Association shall hold elections annually, the date of which shall be set by the Board. Each Officer shall be elected via a majority of ballots cast by the membership of the Association and according to the procedures set forth in these By-Laws and the Association’s Policies and Procedures Manual. Each member in good standing shall be eligible to cast one (1) ballot.

Section 9.4 – Results of Elections The results of each election shall be published on the Association website as soon as practicable after each such election.

Section 9.5 – Sequence of Elections and Terms of Office – President The President-Elect shall serve one (1) year in that office, after which the President Elect shall automatically become the President and serve a two (2) year term. Prior to the second year of the President’s two (2) year term, the Association shall hold an election for the position of President-Elect. Should the current President be elected as the President-Elect, the President shall serve a second two (2) year term as President and shall not repeat a term as President-Elect. Following the conclusion of a term as President without reelection, the President shall automatically become the Past President and shall serve in that office until the conclusion of the current President’s term.

Section 9.6 – Sequence of Elections and Terms of Office – Vice Presidents Each Vice President shall serve a two (2) year term.

Section 9.7 – Sequence of Elections and Terms of Office – Treasurer The Treasurer will be appointed in yearly appointment periods and can be reappointed each year upon review. Should the Board retain a CPA to oversee the financial affairs of the Association, the Treasurer shall act as the general bookkeeper of the Association’s accounts under the direction and supervision of the CPA. The Treasurer shall open the books and records of the Association to the CPA periodically, but not less than annually, for purposes of review and audit. At the conclusion of his/her term, the Treasurer shall turn all books and records of the Association over to the newly-elected or appointed Treasurer.

ARTICLE X – ORGANIZATIONAL LIAISONS

Section 10.1 – Eligibility Organizational Liaisons shall be representatives of professional organizations, institutions and agencies and shall be ex-officio, non-voting members of the Board.

Section 10.2 – Duties Organizational Liaisons shall represent their agencies or organizations and report on issues and activities of relevance to the Association as well as provide expertise and information relative to the work of the Association. It is the expectation that Organizational Liaisons will relay relevant information from the Association to their organizations.

Section 10.3 – Participation in Board Meetings Organizational Liaisons may participate in Board meetings and represent their agencies and organizations through participation in discussion and debate but may not participate in any vote or attend any closed session meeting of the Board or the Executive Committee.

ARTICLE XI – COMMITTEES
Section 11.1 – Standing Committees The Association shall have standing committees as

described in the Policy and Procedure Manual.

Section 11.2 – Special Committees The President, with the advice and consent of the Board, may appoint such special committees as are necessary or desirable to further the mission and purposes of the Association. Each special committee shall be overseen by a Committee Chair who shall report directly to the President.

Section 11.3 – Duties and Qualifications The duties and qualifications for each committee are set forth in the Association’s Policies and Procedures Manual.

ARTICLE XII – FISCAL YEAR The fiscal year shall be from January 1st through December 31st or any other consecutive 12-month period that the Board may designate.

ARTICLE XIII – PARLIAMENTARY PROCEDURE The most current edition of Robert’s Rules of Order shall be followed, to the extent practicable, in all matters of parliamentary procedure which shall govern all meetings of the Executive Committee, Board and Association.

ARTICLE XIV – AMENDMENTS These By-Laws may be amended in whole or in part by first presenting the proposed amendment to the Board which shall consider said amendment at its next regular meeting or at a special meeting called for that purpose. Following a simple majority vote of the Board pursuant to Section 8.5, above, the amendment shall be sent to the membership of the Association to be voted upon at the next annual meeting or at a special meeting called for that purpose. Following a simple majority vote of the membership, the amendment shall be considered adopted and shall automatically be incorporated into these By- Laws. Upon adoption of said amendment, any provision of these By-Laws found to be in conflict or inconsistent with the amendment shall be considered repealed to the extent of such conflict or inconsistency.

ARTICLE XV – DISSOLUTION The Association may be dissolved by a 2/3 majority vote of the Board to take place at the annual meeting or at a special meeting of the membership called for this specific purpose. Upon dissolution of the Association, any remaining funds and assets of the Association shall be first used to settle all remaining debts and obligations of the Association, following which any remaining funds and assets shall be distributed to one or more non-profit organizations that have missions or purposes which are consistent with the mission

and goals of the Association and that are classified by the Internal Revenue Service as tax- exempt under Section 501(c)3 of the Internal Revenue Code.

These By-laws have been reviewed, amended, and approved by the Governing Board on March 11, 2019

Approved by the membership at the annual meeting on – for presentation at the May 10, 2019 Annual Meeting.

NEW JERSEY ASSOCIATION FOR THE EDUCATION OF YOUNG CHILDREN

NJAEYC BY-LAWS

Revised March 2009

ARTICLE l – NAME

Section 1.1

The name of the organization shall be the New Jersey Association for the Education of Young Children (NJAEYC), hereafter referred to as the Association.

Section 1.2

The Executive Committee of the governing board shall be considered the principal officers of the Association and hereafter referred to as the Officers.

Section 1.3

The principal governing body of the Association shall be called the Governing Board, hereafter referred to as the Board.

ARTICLE II – PURPOSES

Section 2.1

The purposes of the Association shall be to serve the professional growth of the membership in their work on behalf of the needs, rights, and well-being of young children and families in New Jersey. Additionally, the Association puts a strong emphasis on advocating on behalf of all young children and their families in New Jersey.

Section 2.2

The Association shall support the purposes of the National Association of the Education of Young Children (NAEYC), be committed to coordinating activities and to providing services for communication among affiliates of the state and allied professional associations, as well as be aware of and advocate for all legislation pertaining to the welfare of children which will insure excellence in early childhood education.

ARTICLE III – LOCAL AFFILATES

Section 3.1

The Association shall be comprised of local affiliates of the state approved by the Board. The continuation as a local affiliate is contingent upon the completion and maintenance of eligibility criteria set forth by NAEYC and the Association.

Section 3.2

The Board may approve additional affiliates upon completion of the defined process as required by NAEYC.

ARTICLE IV – MEMBERSHIP

Section 4.1

Eligibility Anyone interested in supporting and promoting the purposes of the Association may become a member upon payment of annual dues. Section 4.2 – Levels of Membership All Association members are members of NAEYC, NJAEYC, and their chosen local affiliate(s) of NJAEYC and are entitled to the privileges of membership.

Section 4.3

Categories of Members The categories of membership shall be Comprehensive, Regular and Student.

Section 4.4

Dues The board shall determine the state portion of membership dues; NAEYC and local affiliates determine their portions. Any member who fails to pay his or her dues for the current membership year within a reasonable time of its start shall automatically become a lapsed member, forfeiting all membership privileges.  A member will be reinstated upon payment of current dues.

Section 4.5

Annual Meeting

(a) An annual meeting of the Association shall be held at such place as the Board may determine.

(b) The membership shall be informed of the date and place of the meeting no later than four (4) weeks prior to the meeting.

ARTICLE V – GOVERNING BODY

Section 5.1

Powers and Duties The Board shall supervise and direct the affairs of the Association, shall determine its policies or changes therein within the limits of the by-laws, shall actively promote its purposes, and shall have discretion in the disbursement of its funds. It may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may, in the execution of the powers granted, appoint such committees or agents as it may consider necessary.

Section 5.2

Composition

(a) The Board shall consist of President or Co-Presidents, President-elect and/or Past President, Vice President(s), Secretary, Treasurer, Committee Chairs, Local Affiliate Presidents or their representatives, affiliate council representatives (if not already a member of the Board) and three (3) Members-At-Large, each representing one of the sections of the state as follows:

North Bergen-Passaic

Northwest

Sussex

Essex-Hudson

Central: Raritan Valley

Central

Kenyon

Shore

South: Atlantic Bay

Southern

(b) No person shall serve on the Board unless that person is a member of the Association.

(c) Elected Board members shall be elected on a rotational basis to take office no later than the end of June, as designated in these by-laws. or until their successors are elected, unless the Board member is removed or resigns before his or her term is completed.

(d) No officer shall serve more than two (2) consecutive terms in the same position with the exception of the Treasurer and Secretary

Section 5.4

Board Meetings

(a) There shall be a minimum of one meeting of the Board during the membership year. Special meetings of the Board may be called by written request of the President or at least five (5) Board members.

(b) Notice of any meeting of the Board shall be deemed to be duly given if mailed or faxed to the Board member at least seven (7) days prior to the meeting date, or is provided two days before the date by telephone or other means of electronic communication. Each notice shall state the time, place and general purpose of the meeting.

Section 5.5

Quorum and Voting

(a) A simple majority of the Board shall constitute a quorum for the transaction of business.

(b) Any action required to be taken at a meeting of the Board may be taken without a meeting, if proper notice of the proposed action is given in writing, by telephone or other means of electronic communication to all board members. Thereafter, a response regarding the action shall be communicated by all the board members entitled to vote on the subject in writing, by telephone or other means of electronic communication.

(c) Each member of the board shall have one vote.

Section 5.6

Resignation or Removal

(a) An officer or board member may resign at any time. The resignation shall be made in writing and shall take effect at the time specified therein. The acceptance of a resignation shall not be necessary to make it effective.

(b) An officer or board member may be removed, with or without cause, by mailed ballot in which members representing twenty-five percent (25%) of the total number of members (based on membership figures as of the end of the immediately preceding membership year), or at any regular meeting of the majority of the voting members, voting either in person, or by proxy, or as otherwise permitted by law. No officer or board member shall be removed at a meeting of members entitled to vote, unless written notice of such meeting is delivered to all members entitled to vote, and the notice shall explain that the purpose of the meeting is to vote upon the removal of one or more officers or board members who are named in the notice. Section 5.7 – Board Vacancies The President shall fill vacancies on the Board by appointment. Each person appointed to fill a vacancy on the Board shall hold office until the next annual election of Board members, or, if so determined by the Board, until the expiration of the term of the vacant position. If the President resigns or is incapacitated and unable to perform his/her duties, the Presidentelect or one of the Vice-Presidents as per the Policy and Procedure manual shall hold office until the next annual election.

Section 5.8

Executive Committee The Executive Committee is a committee of the board and shall be charged with carrying out the functions of the Board between meetings of the Board, and the actions of the Executive Committee shall be acts of the Board. The Executive Committee shall consist of the principal officers of NJAEYC. The Executive Committee shall meet at the call of the President or at the written request of three (3) members of the Executive Committee between meetings of the Board to consider and take action upon any business presented. Minutes of each meeting of the Executive Committee, including the Treasurer’s report, shall be made available to the Board as soon as practicable after each meeting.

ARTICLE VI – PRINCIPAL OFFICERS

Section 6.1

The Principal Officers of the Association serving on the Executive Committee The principal officers of the Association shall be

• President or Co-Presidents

• President-Elect and/or Past President

• Vice President(s) of Affiliate Relations

• Vice President(s) of Organizational Development

• Vice President(s) of Professional Development

• Vice President(s) of Public Policy

• Secretary

• Treasurer

Section 6.2

Election of Principal Officers: Term of Office The members, through a mailed ballot ,shall elect the principal officers of the Association annually. The President – Elect shall serve one (1) year in that office, two (2) years as President, and as Past President until a new President is elected. The terms of the Vice Presidents shall be two years or until each officer’s successor has been elected.

Section 6.3

Duties of Principal Officers The duties and qualifications of the Officers are defined in the Association’s Policies and Procedures Manual.

ARTICLE VII – NOMINATIONS AND ELECTIONS

Section 7.1

Nominations Each year, the Governance committee shall be responsible for identifying a nominating team in accordance with the Association’s bylaws and policies and procedures.

Section 7.2

Nominating Committee Duties

(a) The Nominating Committee shall request suggestions for nominations from the membership no later than eight (8) weeks prior to the date that the slate is presented for voting.

(b)The Nominating Committee shall prepare a slate of officers and members-at-large in accordance with the Association policies and procedures, and shall notify the membership of the slate no later than four (4) weeks prior to the date that the slate is presented for voting.

Section 7.3

Elections

(a) Elections shall be accomplished in the spring of each year by mailed ballot in accordance with the Association Bylaws and its Policies and Procedures Manual. Election results shall be published in the first issue of the Association newsletter following the completion of the election.

(b) Elections shall be determined by a majority of the members voting.

ARTICLE VIII – ORGANIZATIONAL LIAISONS

Section 8.1

Organizational Liaisons shall be representatives of professional organizations, institutions and agencies and shall be ex-officio, non-voting members of the Board.

Section 8.2

Organizational Liaisons shall represent their agencies or organizations and report on issues and activities of relevance to the Association. They shall take back relevant information from the Association to their organizations. and provide expertise and information relative to the work of the Association.

Section 8.3

Organizational Liaisons shall be invited to Board meetings a minimum of once a year and represent their agencies and organizations at the meetings of the Board.

ARTICLE IX – COMMITTEES

The President, with the approval of the Board, shall appoint special committees as are determined necessary to fulfill the purpose of the Association. The powers, duties and qualifications for appointment to such committees are specified in the Association’s Policies and Procedures Manual.

ARTICLE X – FISCAL YEAR

The fiscal year shall be from January 1st through December 31st or any other consecutive 12-month period the Board may designate.

ARTICLE XI – PARLIAMENTARY AUTHORITY

The most current edition of Robert’s Rules of Order shall be the parliamentary authority of the Association.

ARTICLE XII – AMENDMENTS

These by-laws may be amended, repealed or altered in whole or in part (1) by a majority vote of the membership at any meeting of the Association or (2) through a mail vote in accordance with the provisions of Article IV, Section 4.5b. Any amendment proposal for consideration shall be mailed to the members of the Governing Board at least thirty (30) days prior to the date of the vote.

ARTICLE XIII – DISSOLUTION

The Association may be dissolved at a membership meeting called for this specific purpose by a majority vote of the Board. Upon dissolution of the Association, any remaining funds shall be distributed to one or more non-profit organizations that is consistent with the mission and goals of the Association and is classified by the Internal Revenue Service as tax-exempt under Section 501(c)3 of the Internal Revenue Code.

These By-laws have been reviewed, amended, and approved by the Governing Board on March 5, 2009.

Approved by the membership at the annual meeting on May 21, 2009.

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