MAAECA

The name of the corporation shall be The Madison Area Association of Accredited Early

Childhood Care and Education Programs, Inc. (hereafter referred to as “The

Association”). The Board of Directors is herein referred to as the “Board.”

The Association shall be a collaborative membership organization of accredited early

childhood education programs. The Association serves to enhance the cohesiveness of

the early childhood community and to speak with one voice on issues pertaining to early

care and education; and works to improve program quality, fiscal and program stability of

member organizations for the ultimate benefit of the children and families served and the

community at large.

Section 1. Qualifications

Membership shall be open to any early education and care program that is accredited by

the National Association for the Education of Young Children (NAEYC), the National

Association for Family Child Care (NAFCC), the city of Madison and/or meets the Head

Start Performance Standards.

Each member organization shall designate a representative for the purpose of voting.

Representatives must be present at the meeting to cast a vote.

For the purposes of voting, a quorum is defined as 51% of those present at the meeting.

Absentee ballots will be counted if received by the secretary prior to the meeting when

voting is to occur.

An annual membership fee determined by the Board shall be paid by each member.

Section 2. Annual Membership Meeting

The Association shall hold a minimum of one annual meeting each year in January for

the purpose of the election of Board and the transaction of other business as necessary.

At the annual meeting, the candidates for the Board may be present and may speak under

such guidelines as the Board may direct.

The Board is authorized to represent the Association members for the following:

Section 1. Responsibilities

The corporate powers of the organization are vested in the Board of Directors. The

members of the Board are the Directors. Specific duties of the Board as a whole shall

include, but not be limited to, the following: developing the vision for the organization;

setting the policies for all areas of the organization; overseeing the finances of the

organization; approving the annual budget, which shall be proposed and then

administered by the Board

Section 2 Number

There shall be a minimum of eleven (11) and a maximum of fifteen (15) voting members

of the Board (including the Executive Committee). The maximum number of Board

members shall not exceed fifteen (15). The Board, at its discretion, may appoint exofficio

(non-voting) members as deemed necessary to assure that the responsibilities

outlined in Section 1 are fulfilled.

Section 3 Selection

Voting members of the Board shall be elected by the Members at their annual meeting

from a slate of nominees. Any Association member who puts his or her name forward

shall be considered a candidate for the Board. The election shall be conducted at the

annual meeting.

Section 4 Term

Board members shall serve for a term of two years, or until their resignation or removal.

The term of elected Board members shall expire at the annual meeting. For Board

members appointed by the Board at times other than the normal annual meeting, any

fraction of a year shall count as one year

Section 5 Vacancies

In the event of resignation, removal, death, or incapacity of a Board member, the Board

shall serve as a nominating committee for the replacement of Board members. The final

appointment will be made by the full Board. If a vacancy occurs three months or less

before the annual meeting, the vacancy shall remain open until the time of the election. If

a vacancy occurs with more than a year remaining in the term, the Board member shall

serve until the next regularly scheduled election.

Section 6 Removal

Any Board member who is absent from three (3) consecutive Board meetings shall be

immediately removed from the Board. Any Board member may be removed from office

by a 2/3 vote of the full Board. The vacancy created by such removal will be filled in

accordance with Section 5 of this article. The notice of removal shall be given in writing

and take effect on the date stated in it.

Section 7 Meetings

All Board meetings shall be called by the President. Between each annual meeting of the

members there shall be a minimum of four (4) Board meetings to be held at a time and

place designated by the Board. Special meetings may be called by the President or upon

her/his receipt of a request of three Board members. An agenda shall be prepared and all

Board members shall be notified in writing (by mail or email) at least two days before the

meeting of all business to be transacted at the Board meeting. A quorum (51%) of the

Board must be present in order to conduct any Board business. Except as provided

elsewhere in these Bylaws, the passage of motions requires an affirmative vote by 2/3 of

the Board members present. All meetings of the Board shall be governed by the

parliamentary rules and usages contained in the current edition of Robert’s Rules of

Order. At all meetings, the Board shall set aside time to hear concerns of the members

and the community at large. The Board may, at its discretion, close any meeting to the

public for the purpose of discussing confidential information.

Section 8 Informal Action

Any action required or permitted to be taken at any meeting of the Board or any

committee thereof may be taken without a meeting if prior to such action a written

consent thereto is signed by all Board members or members of the committee, as the case

may be, and such written consent is filed with the minutes of proceedings of the Board of

committee.

Section 9 Delegation of Power

The Executive Committee, as hereinafter provided for, shall manage the affairs of the

Association for the time between Board meetings with such actions to be reported at the

next Board meeting.

Article V: Officers

Section 1 Number

The officers of the Association shall be the President, Vice President, Secretary and

Treasurer.