Bylaws Of The Supervised Visitation Network, Incorporated

ARTICLE I - NAME AND PURPOSES

1.1 NAME.

The name of the Corporation shall be the Supervised Visitation Network, Inc., hereinafter referred to as the "Network" or "SVN". The Network shall operate as a non-profit organization.

1.2 MISSION.

SVN Provides communities with education and support that promote opportunities for children to have safe, conflict-free access to both parents through a continuum of child access services.

1.3 CORE VALUES.

The core values that shall inform all organizational decisions and activities are:

1.4 PURPOSES.

The purposes of the Network shall be to:

1.5 POWERS.

The Network shall have such powers as set forth in the Articles of Incorporation and those granted pursuant to the provisions of A.R.C. SEC. 10-1005, but shall be limited to the exercise of those powers which are in furtherance of activities permitted to be carried on by a corporation exempt from federal income tax under SEC. 501 (C) (3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Code.

ARTICLE II — MEMBERSHIP

2.1 ELIGIBILTY.

Membership shall be available to those institutions and individuals who subscribe to the purposes of the Network regardless of race, national or ethnic origin, color, gender, religion, creed, culture, age, sexual preference, or mental or physical handicap.

Membership shall be conferred upon individuals and institutions upon completion of the Network's application and payment in advance of all applicable membership fees.

2.2 RIGHTS OF MEMBERS.

A member in good standing shall have the right to:

2.3 STANDING.

A member shall be deemed to be in good standing upon current payment of the membership fees.

2.4 CLASSES OF MEMBERSHIP.

There shall be three classes of membership:

Individual — This membership is for a single individual only. Although an individual member may list his/her agency in the Service Provider's Directory, if the individual leaves the agency, unless the agency has its own membership, the agency will no longer have affiliation with SVN or be entitled to a listing in the Directory.

Institutional - This membership shall be in the name of an agency, association, or institution which shall be represented at meetings by a person designated by that organization. The agency, association or institution may designate up to 3 individuals to be listed as SVN members, but shall be entitled to only one vote, to be exercised by one of these designated individuals, which it selects as its representative. Each of the designated individuals shall be eligible for office, and may serve on committees and will have the other rights of a member of SVN.

Honorary - Honorary membership may be conferred by resolution of the Board of Directors without fee, for a term to be determined by the board, to those who have made a significant contribution to the purposes of the Network. An honorary member shall be entitled to serve on committees, to receive notice of meetings, and to receive the Network's newsletter and other publications, but shall not be entitled to vote or to hold office. An honorary member may request to attend meetings of the Board of Directors.

2.5 REGIONAL ASSOCIATION.

Membership shall be divided into geographical regions so that, in addition to belonging to the national Network, each member shall also belong to a Region.

Membership of the Network shall be divided into four or more separate Regions. Initially the Regions shall be comprised of the East, Central, West, South and International Regions with boundaries defined by the map and description attached hereto as Appendix A.

New Regions may be created and/or the boundaries of current Regions changed at the discretion of the Board of Directors and the Network membership. (See section 3.4)

2.6 DUES.

Annual membership fees shall be set by the Board of Directors with a differential fee structure for Individual and Institutional classes of membership. The Board shall also establish fees for any future classes of membership which may be created by amendment of these by-laws. Members outside of the United States may be subject to an added charge to cover additional postage costs incurred by the Network for mailing of the organization's newsletter and additional publications and correspondence.

2.7 TERMINATION.

A member in good standing may resign at any time without jeopardizing their ability to rejoin the network. .

Those members who are still delinquent after forty five days will be notified by SVN staff that their membership is suspended but may be reinstated without losing continuity of membership if they pay before three months has passed; Those members delinquent after three months will receive written notice from SVN staff that their membership has been terminated and that they must join as a new member, thereby losing continuity of membership.

The Board may suspend or expel any member in any category of membership for conduct deemed harmful to the aims and purposes of the Network. Complaints shall be submitted in writing to the Board which, in full session or through a committee, shall investigate, hold a hearing, and vote on such a complaint, according to the process as developed by the Board of Directors.

A member who has been suspended or expelled may appeal such a decision in writing to the Board. The appeal shall be reviewed at a meeting of the Board of Directors. A two-thirds (2/3) vote of those present at such a meeting shall be necessary to sustain the appeal.

A member filing such an appeal may have the right to appear at the meeting where the appeal is being considered in person (or by telephone if the meeting is being held by conference call).

2.8 MEETINGS.

Location.

The Annual General Membership Meeting shall be at a time and place determined by the Board of Directors.

Notice.

Notice of the Annual General Membership Meeting shall be given no less than ninety (90) days prior to the first date of the meeting. Notification will take place through one or more of the following methods: direct mailing, the Network’s newsletter, email, or a notice posted on the SVN website.

Voting.

The voting members present at any given annual meeting shall constitute a quorum. All matters shall be passed by a simple majority unless the dissolution of the Network shall be an issue, in which case a two-thirds (2/3) majority shall be required.

Voting by proxy shall not be permitted.

Members unable to attend the Annual General Membership Meeting may cast their votes by absentee ballot for the following: election of Directors, ratification of amendments to the Network's by-laws, additions of new regional associations or revisions of regional boundaries, and other measures for which thirty (30) days’ notice prior to the Annual Meeting has been provided through one or more of the following methods: direct mailing, theNetwork’s newsletter, email, or a notice posted on the SVN website.

Additional meetings. Additional membership meetings may be held at any time on the call of the Executive Committee or the Board of Directors, subject to the same notice, quorum and voting requirements as the Annual General Membership Meeting.

Conferences.

An Annual Conference will be held, for educational purposes, in conjunction with the Annual General Membership Meeting.

ARTICLE III - BOARD OF DIRECTORS

3.1 POWERS.

The Board of Directors shall conduct the business of the Network according to the by-laws and as required by law. The Directors shall establish limits on the amount for which any Officer may write a check on Network accounts.

3.2 NUMBER.

The Board of Directors shall consist of no less than twelve (12) and no more than thirty (30) Directors. The exact number of Directors at any given time shall be recommended by the Board of Directors and approved by the membership at the Annual General Membership Meeting.

3.3 MEMBERSHIP OF THE BOARD OF DIRECTORS.

The Board of Directors shall be elected by the members of the Network at the Annual General Membership Meeting.

At least two (2) Directors from each Region shall be elected to the Board.

Initially there shall be fifteen (15) Directors.

The Board of Directors may from time to time recommend increasing the number of Directors subject to approval by the membership as set forth in section 3.2.

All those running for the Board shall be required to confirm in writing as part of the nominations process that they:

  1. agree to follow and support the SVN Standards, Guidelines, and Code of Ethics.
  2. have been a member in good standing for a minimum of two continuous membership years prior to their nomination;
    and will attend at a minimum 50% of the scheduled meetings and give notice if unable to attend. As specified in Article 3.11(b), a Director may be removed from office after 3 missed meetings.

3.4 ALTERATIONS IN REGIONAL REPRESENTATION.

The Board of Directors may, from time to time, recommend changing the boundaries of the current Regions, and/or adding additional Regions to the Network. Any alteration in the number or boundaries of established Regions must be approved by the membership, by a majority vote at the Annual General Membership Meeting. The change will be effective immediately following the annual meeting, with the changed regional boundaries affecting the selection of Directors at the succeeding year's meeting.

Notice of proposed changes shall be published in the Network's newsletter or a direct mailing no less than thirty (30) days prior to the annual meeting. Absentee ballots shall be made available to members who are unable to attend the Annual General Membership Meeting (see Section 2.8(c)(iii).

3.5 TERM OF DIRECTORS.

Directors shall serve for three (3) years in staggered terms.

No Director may serve for more than two (2) consecutive three-year terms, with the following exceptions: 1. If a second consecutive Director's term of an Immediate Past-President ends during his/her term as Immediate Past President, he/she shall remain a voting member of the Board until his/her term as Immediate Past President has ended, and 2. The term limits for an elected president and vice president shall be extended as necessary to allow them to complete their terms as officers.

Newly-elected Directors shall take office at the start of the meeting of the Board of Directors immediately following their election at the Annual General Membership Meeting.

When a Director is elected as President or Vice-President, if that Director's remaining term is less than the term of office to which he/she has been elected, then he/she shall automatically be re-elected as Director.

3.6 VACANCIES.

If any Director's position becomes vacant (by resignation, death, retirement, disqualification, or any other cause), and such vacancy causes the number of Directors to fall below the minimum number required by these by-laws, the Executive Committee shall appoint a Director to fill that vacancy.

In appointing a Director to fill a vacancy the Executive Committee shall:

Obtain the most recent slate of Director nominees.

Appoint as Director that nominee who was not elected, but who received the next highest number of votes, while maintaining the principle that each Region shall be entitled to have a minimum of two (2) representatives serve as Directors. (See section 3.7 c)

If the number of Directors remains more than the minimum following the creation of a vacancy the Executive Committee may, at its discretion, choose to fill the vacancy (using the procedure described above) or may leave the position vacant until the next Annual General Membership Meeting.

Any Director appointed by the Executive Committee to fill a vacancy on the Board shall hold office until the term of the Director whose vacancy they filled has expired.

Any individual appointed to the Board to fill a vacancy that is less than a full 3-year term will be eligible to serve an additional two (2) full consecutive terms as Director in addition to filling the unexpired term of the vacancy.

3.7 ELECTION OF DIRECTORS.

Directors shall be elected by secret ballot at the Annual General Membership Meeting according to the following procedure.

Presentation of nominees:

The Nominating Committee shall present the slate of all nominees which it has selected, with each nominee identified by Region.

Upon nomination by a member, seconded by another member, additional nominations from the floor of the Annual General Membership Meeting shall be added to the slate of nominees.

Voting Procedure:

Each member shall be eligible to cast as many votes as there are vacancies on the Board.

Each member shall cast only one vote per nominee.

Ballots shall be secret, identifying the voting member's name, agency, and type of membership (individual or agency).

Tally of votes:

In tallying votes, the nominees will be ranked according to the number of votes that each receives. Absentee ballots of members unable to attend the Annual Membership Meeting shall be counted along with the votes of those in attendance at the meeting. (See Section 2.8 (c) (iii).

If electing the nominees as ranked would lead to the creation of a Board of Directors that would include at least two (2) Directors from each Region, then the nominees shall be elected as ranked.

If electing the nominees as ranked would lead to the creation of a Board of Directors with less than two (2) Directors from any given Region, then Directors from such a Region are to be elected. This shall be accomplished by selecting an under-represented Region's nominee(s) who have received the most votes regardless of overall rank order, until all Regions have at least two (2) Directors on the Board. Thereafter, the remaining vacancies shall be filled by electing nominees as Directors according to their overall rank order of votes received.

3.8 MEETINGS OF THE BOARD.

The Annual Meeting of the Board of Directors shall be held following the Annual General Membership Meeting.

Other meetings of the Board may be scheduled throughout the year as determined by the Board President and approved by the Board of Directors.

Special meetings of the Board of Directors may be called by the President or, if the President is not available, the Vice President and must be called by either of them upon written request of any five members of the Board. Special meetings of the Board of Directors may take place by teleconference or net conference.

Notice of the Annual Meeting of the Board of Directors is required. A minimum of thirty (30) days' written notice of the time and place of all other Board of Directors' meetings shall be given.

Board members are required to give notice in advance if they will not be able to attend a regular or special meeting of the Board.

3.9 QUORUM.

A quorum shall consist of a one-half (1/2) of the voting members of the Board of Directors.

If at any meeting less than one-half of the voting members are present, a majority of those present may adjourn the meeting.

Actions taken by the Board in the absence of a quorum may be ratified by absentee members through votes submitted in writing via mail or email. Such votes must be received by the Secretary within fifteen (15) days of receipt of notification of the action.

3.10 RESIGNATION AND REMOVAL.

Any Director may resign at any time by giving written notice to the Board of Directors. Any Director may be removed from office, with or without cause, by an affirmative vote of two-thirds (2/3) of all Directors at any regular or special meeting of the Board.

A Director who is absent for 3 meetings consecutively or misses 3 meetings in any fiscal year may be terminated from the Board.

Any Director proposed to be removed shall be entitled to notice in writing postmarked not less than ten (10) days in advance of the meeting at which such removal is to be voted upon and shall be entitled to present his/her case to the Board of Directors at such a meeting.

3.11 COMPENSATION.

  1. Directors shall not receive any salary for their services.
  2. Board members will not be compensated for service provided as a member of the Board or one of its committees
  3. Upon approval by the Board, compensation or expense reimbursement of a Director may be authorized for unusual and exceptional services to the Network.
  4. Any compensation or reimbursement of Directors shall be detailed in the annual report of the Treasurer and open to review by the membership.

ARTICLE IV — OFFICERS

4.1 NUMBER.

The Officers of the Network shall be a President, a Vice-President, a Secretary, and a Treasurer.

4.2 DUTIES.

The Officers shall perform the duties described in the parliamentary authority and these by-laws.

4.3 NOMINATION OF OFFICERS.

Candidates for office must be nominated by and among the Directors. An individual may be listed as a candidate through any of the following measures:

A Director may be nominated to hold two (2) or more offices, except the offices of President and Secretary.

4.4 ELECTION.

Officers shall be elected, by secret ballot, by the Directors at the Annual Meeting of the Board of Directors. Election shall be by majority vote.

When there are more than two (2) candidates for any office and none receives a majority, a run-off election shall be held between the two candidates who receive the highest number of votes. In the event of a tie, the President shall cast an addtional vote.

4.5 TERMS OF OFFICE.

The terms of all offices except the President and Vice President shall be for 1 year.

The term for President shall be for 2 years, and the Term of Vice President shall be for 2 years, after which he/she shall serve for 2 years as President followed by a 2- year term as Immediate Past President.

The number of consecutive terms which both the Secretary and Treasurer may serve shall be limited only to the requirement that they be Directors.

Officers' terms of office shall begin immediately after their election.

4.6 VACANCIES.

Except as otherwise specified in these by-laws, in case any office of the Network becomes vacant (by resignation, death, retirement, disqualification, or any other cause) the majority of the Directors then in office may elect an Officer to fill such a vacancy.

4.7 PRESIDENT.

The President shall be the principal executive officer of the Network and is charged with the general direction, supervision, and management of the Network and its officers.

The President shall preside at all meetings of the Board as Chair of the Board and shall also preside at all Annual General Membership Meetings.

The duties of the President shall be those usually pertaining to the office including:

The President shall be one of the Officers empowered to sign checks for the Network.

4.8 VICE PRESIDENT.

The Vice President shall be the President-Elect and shall assume the office of President upon completion of his/her term as Vice-President.

The Vice President shall assume the duties and responsibilities of the President in the absence of the President.

4.9 SECRETARY.

The Secretary shall be responsible for the maintenance of records of all meetings of the Board and of the Annual General Membership Meetings and shall make such reports as necessary.

The Secretary shall perform such other duties as may be assigned by the Board of Directors.

The Secretary shall be one of the Officers empowered to sign checks for the Network.

4.10 TREASURER.

The Treasurer shall be responsible for the supervision of all the fiscal affairs of the Network and shall be one of the Officers empowered to sign checks for the Network.

The Treasurer shall serve as Chair of the Finance Committee. With the advice of the Finance Committee, the Treasurer shall prepare a budget for each year's activities for Board approval, and shall supervise the expenditure of all funds and the investment of surplus funds.

The Treasurer shall maintain accounts, or arrange to have accounts maintained, and shall present at the Annual General Membership Meeting a report for the fiscal year and the completed fiscal quarter(s) immediately preceding the Annual Meeting, showing in appropriate detail the following:

4.11 RESIGNATION AND REMOVAL.

Any officer may resign at any time by giving written notice to the Board of Directors. Any Officer may be removed from office, with or without cause, by an affirmative vote of two-thirds (2/3) of all Directors at any regular or special meeting of the Board.

Any Officer proposed to be removed shall be entitled to notice in writing postmarked not less than ten (10) days in advance of the meeting at which such removal is to be voted upon and shall be entitled to appear before the Board of Directors at such a meeting.

ARTICLE V — COMMITTEES

5.1 COMMITTEES.

  1. The Board of Directors shall appoint such committees as are necessary for the effective administration of the Network.
  2. Committee members need not be on the Board of Directors.

Members may serve on multiple committees, however, a single member may not serve as chair of more than one (1) committee at any given time.

Except as otherwise specified in these by-laws, committees shall be empowered to elect, from the ranks of their members, that individual who is to serve as Committee Chair. If the Chair of a Committee is not a member of the Board of Directors, a Board member will be selected by the Board to serve as co-chair of the committee.

5.2 EXECUTIVE COMMITTEE.

There shall be an Executive Committee consisting of:

The Executive Committee shall meet as necessary to review and prepare for consideration the policies, programs, and priorities of the Board of Directors. It shall carry out the directives of the Board and shall also be empowered to take emergency action conforming to plans generally agreed upon by the Network. Meetings of the Executive Committee may be held by telephone.

The President shall serve as Chair of the Executive Committee.

The Chair of the Program Committee shall be a voting member of the Executive Committee if he/she has been selected from among the Directors. He/She shall be a non-voting member of the Executive Committee if not concurrently serving as a member of the Board of Directors.

5.3 NOMINATING COMMITTEE.

The number of members of the Nominating Committee shall be equivalent to the number of Regions in the Network. Each Region shall be represented on the Committee. Members of the Committee shall serve for one (1) year and may serve for no more than two (2) consecutive terms.

Members of the Nominating Committee shall be selected as follows:

The Nominating Committee shall apply the following criteria in making nominations:

5.4 MEMBERSHIP COMMITTEE.

This committee shall concentrate upon the recruitment of members, working in conjunction with the Chapters.

5.5 PROGRAM COMMITTEE.

The Program Committee's responsibilities will include:

Working in conjunction with the local committee and the SVN staff to promote the Annual Conference and notify members of the details of the event.

The Chair of the Program Committee shall be appointed by the newly elected Board President at the Annual Meeting of the Board of Directors. The President shall also select as members of the Program Committee one member from each of the other Regions. The remainder of the Program Committee members shall be selected by the Program Committee Chair.

5.6 FINANCE COMMITTEE.

The Finance Committee shall be chaired by the Treasurer and shall review the proposed expenditures of the Network and provide recommendations on:

5.7 SPECIAL COMMITTEES.

The Board of Directors may, at any time, appoint other committees on any subject for which there is no standing committee.

5.8 REPORTS.

The Chair of each committee shall prepare a written report of the committee's activities and submit the report to the secretary with sufficient time to permit reproduction and distribution at the Annual General Membership Meeting.

5.9 COMMITTEE QUORUM.

A majority of any committee of the Network shall constitute a quorum for the transaction of business, unless a committee shall decide otherwise by majority vote of its entire membership.

5.10 COMMITTEE VACANCIES.

Except for the Nominating Committee, the various committees shall have the power to fill vacancies in their membership. A vacancy in the Nomination Committee shall be filled by appointment of the President.

5.11 FUNDS.

No committee may raise money, expend money, or incur expenses or indebtedness without prior approval of the Board of Directors or the Executive Committee.

ARTICLE VI - CHAPTERS

6.1 CHAPTERS.

Formation of Chapter
  1. Subject to the approval of the governing body of the Region and Board of Directors, the Region may establish chapters within its boundaries. However, if no such governing body exists in a region, a chapter may be established with the approval of only the Board of Directors.
  2. By local members submitting to the regional governing body or to the Board of Directors, if no region governing body exists, the signatures of three (3) members residing or working within reasonable proximity of each other; and
  3. By submitting to the governing body of the region or the Board of Directors if no such governing body exists, for approval a provisional plan of organization or By-Laws, including an initial chapter development committee and definition of the geographical area to be covered; such request shall be considered at the meeting of the Board of Directors and/or regional governing body following the receipt of all the information; the body to which the information is submitted shall approve, reject or approve formation of the chapter with conditions to be met, and the provisional period shall run during this time; and
  4. By operating provisionally for one year prior to gaining full chapter status, and by submitting to the regional governing body or the Board of Directors if no such governing body exists, a report covering its activities for that year; and
  5. By adopting its operating procedures or By-Laws at a general meeting of the local membership.
  6. Chapters existing at the time of the adoption of the Region and Chapter By-Laws shall be eligible to have their first meeting deemed to be the start of their provisional operation under these By-Laws.
Chapter Organization

A Chapter shall be responsible for its internal affairs provided that:

  1. Subject to the approval of the Board of Directors, the Board may establish chapters. By local members submitting to the Board of Directors, the signatures of three (3) members residing or working within reasonable proximity of each other; and
  2. (1) By submitting to the Board of Directors for approval a provisional plan of organization or By-Laws, including an initial chapter development committee and definition of the geographical area to be covered; such request shall be considered at the meeting of the Board of Directors following the receipt of all the information; the board shall approve, reject or approve formation of the chapter with conditions to be met, and the provisional period shall run during this time; and
  3. (2) (2) By operating provisionally for one year prior to gaining full chapter status, and by submitting to the Board of Directors, a report covering its activities for that year; and
  4. (3) By adopting its operating procedures or By-Laws at a general meeting of the local membership.
  5. It shall design activities to facilitate participation by all its members. Activities should relate to the overall activities of and the needs of the local area.
  6. It shall not take any social action which is contrary to the official policy of the Network.
Chapter Area
  1. The geographical area of a chapter must be defined and must not overlap with the area of any other chapter.
  2. Questions regarding determination of adjustment of boundary lines shall be defined by the Board of Directors.
Chapter Membership
  1. A chapter shall be constituted by at least three members of the Network. A member of a Chapter must join SVN within one year to maintain membership in the Chapter.
  2. All members of the Network living or working in a Chapter area shall be eligible to be a member of the Chapter.
Chapter Fees and Funds
  1. A chapter has the authority to set fees which must be approved by the Board of Directors.
  2. Chapter fees will be collected by the Network along with a member's Network fees and then returned to the Chapter.

Chapters will maintain their own bank accounts and keep track of their income and expenditures. An accounting of income and expenditures will be sent to the Board of Directors within 1 month of the end of the fiscal year.

Suspension / Termination

The Board of Directors, by a two-thirds vote of the votes cast, can suspend/revoke a chapter status, following notice to and holding a general meeting for the local members for failure to comply with the provisions of the By-Laws.

ARTICLE VII - FISCAL YEAR

The fiscal year of the Network shall end at midnight on September 30.

ARTICLE VIII - PARLIAMENTARY AUTHORITY

The rules contained in the Modern Edition of Robert's Rules of Order shall govern the Network in all cases where they are not inconsistent with these by-laws and any special rules of order the Network may adopt.

ARTICLE IX — AMENDMENTS

9.1 MAJORITY VOTE.

These bylaws may be amended by the majority vote of the Board of Directors at any regular meeting or at any special meeting called for that purpose.

9.2 NOTICE.

A minimum of thirty (30) days' notice must be provided to the Board of Directors on the subject matter of proposed amendments.

9.3 RATIFICATION.

RATIFICATION. Amendments of bylaws passed by the Board of Directors must be ratified by the Members of the Network at the Annual General Meeting following their approval by the Board of Directors. Notice of amendments to be ratified must be provided through one or more of the following methods: direct mailing, the Network’s newsletter, email, or posting to the SVN website, to voting members no less than thirty (30) days prior to the Annual Meeting.

9.4 ABSENTEE BALLOTS.

Those not present at the Annual Meeting at which a proposed amendment to these bylaws is to be ratified, may vote by absentee ballot. (See section 2.8 c) iii).)

ACCEPTANCE OF BYLAWS:

The above Bylaws were approved by the Board of Directors March 17, 2010, and ratified by the general membership at the Annual General Meeting on May 7, 2010.