THE DALLAS ASSOCIATION FOR THE EDUCATION OF YOUNG CHILDREN (A Texas Non-Profit Corporation) BYLAWS Revised 2011 ARTICLE I OFFICES 1.01 Principal Office The principal office of the Corporation in the state of Texas shall be located in the county of Dallas, Texas. The Corporation may have such other offices, either within or without the state of Texas, as the board of directors may determine or as the affairs of the Corporation may require from time to time. 1.02 Registered office and Registered Agent The Corporation shall have and continuously maintain in the state of Texas a registered office and a registered agent whose office is identical with the registered office, as required by the Texas Non-Profit Corporation Act. The principal office of the Corporation in the state of Texas, and the address of the registered office may be changed from time to time by the board of directors. ARTICLE II MEMBERS 2.01 Membership and Dues The Association membership is open to parents, teachers, paraprofessionals, administrators, professors, social workers, and any others involved with or interested in young children. Membership in the Dallas Association for the Education of Young Children also requires membership in the state and national affiliates and SECA. The privilege of holding office shall be limited to members of the National, state and Dallas Associations for the Education of Young Children and SECA. The privilege of voting shall be limited to members. 2.02 Voting Rights Each member shall have the right to vote for each of the elected officers. Said officers are president/ president-elect/ past president, three vice presidents, secretary, treasurer, and other officers as may be elected in accordance with bylaws 4.01. Then Said officers, along with the immediate past president or president elect, shall constitute the board of directors or executive board. In addition, each member shall have the right to vote on any change to these Bylaws or the Articles of Incorporation. ARTICLE III BOARD OF DIRECTORS 3.01 General Powers The business, property affairs of the Corporation shall be managed and controlled by the board of directors and, subject to such restrictions as may be imposed by law, the Articles of Incorporation, or by these Bylaws The board of directors may and are fully authorized to exercise all the powers of the corporation. 3.02 Number, Tenure, and Qualifications The number of officers shall be eight (8) plus committee chairs. Each officer shall hold office for a two(2) year term until the next annual election of officers and until her or his successor shall have been elected and qualified, with the exception of the immediate past president and president-elect, who will serve on the board for one(1) year terms. The remaining members of the board of directors shall be the officers elected each year in accordance with Article IV hereof. Each officer must be a member of the National, state and Dallas Associations for the Education of Young Children and SECA. The chairs of the committees shall be considered to be members of the board of directors. 3.03 Regular Meetings Annual meetings of the board of directors shall be held each year, at dates selected by the president. The board of directors may provide by resolution the time and place, either within or without the state of Texas, for the holding of additional regular meetings of the board without other notice than such resolution. Special meetings may be held electronically. 3.04 Special Meetings Special meetings of the board of directors may be called by or at the request of the president or any five (5) officers. The person or persons authorized to call special meetings of the board may choose any place, either within or without the state of Texas, as the place for holding any special meetings of the board called by them. 3.05 Notice Notice of any special meeting of the board of directors shall be given or sent electronically at least two (2) days previously thereto by written notice delivered personally or sent by mail or email to each director at her or his address as shown by the records of the Corporation. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail so addressed with postage thereon prepaid. The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of any regular or special meeting of the board needs to be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these Bylaws. 3.06 Quorum A majority of the board of directors shall constitute a quorum for the transaction of business at any meeting of the board; but if less than a majority of the directors is present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice. 3.07 Manner of Acting The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the board of directors, unless the act of a greater number is required by law or by these Bylaws. 3.08 Vacancies If any vacancies occur in the board of directors caused by death, resignation, retirement, disqualification, or removal from office of any director or otherwise, or any new directorship is created by an increase in the authorized number of directors, a majority of the directors then in office, though less than a quorum, may choose a successor of successors, or fill the newly created directorship, and the directors so chosen shall hold office for the unexpired term of their predecessors or, if there be no predecessors, for such term as is provided in Section 3.02 or the Bylaws and until their successors shall be duly elected, qualified, and installed, unless sooner displaced. 3.09 Compensation Directors shall not receive any stated salaries for their services, but by resolution of the board of directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the board; but nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. 3.10 Informal Action by Directors Any action required by law to be taken at a meeting of directors, or any action which may be taken at a meeting of directors, may be taken without a meeting if a consent in writing setting forth the action is documented. ARTICLE IV OFFICERS 4.01 Officers The officers of the Corporation shall be a president, president-elect, past- president, three (3) vice presidents, a secretary, a treasurer, and such other officers as may be elected in accordance with the provisions of this Article. Each of said officers shall serve as director, and each officer must be a member of the National, State, and Local Association for the Education of Young Children and SECA. The board of directors may elect or appoint such other officers, including one or more assistant secretaries and one or more assistant treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the board of directors. 4.02 Election and Term of Office Nominations for elected officers shall be made by the nominating committee consisting of the chair and an odd number of members appointed by the president- elect/past president. A slate of names will be presented including candidates for each open position. The ballot for DAEYC will include the candidates' names, their background information and a statement of goals for DAEYC. Ballots will have space for write-in nominations. The ballots shall be distributed to members in early spring, and each candidate receiving a plurality of votes shall be elected. Should the same person be elected to more than one office, the votes cast for that person for any office other than the highest office to which she or he is elected, shall be disregarded in determining the election of other officers. The order of offices for this purpose shall be the order in which they are named in paragraphs 4.05 through 4.11 below. Marked ballots must be received by the nominating committee chairperson by May 1. New officers will assume their duties Jan 1. The outgoing board and the new board will meet for orientation, transition, and mentoring from election through Dec. 31. 4.03 Removal Any officer elected or appointed may be removed by the board of directors whenever, in its judgment, the best interests of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the officer so removed. 4.04 Vacancies A vacancy in any office because of death, resignation, disqualification, or otherwise, may be filled by the board of directors for the unexpired portion of the term. 4.05 President The president(s) shall be the principal executive officer of the Corporation and shall in general supervise and control all of the business and affairs of the Corporation. She or he shall make recommendations to the board of directors for the filling of vacancies on the board of directors and officers. She or he shall preside at all meetings of the members and of the board of directors. She or he shall appoint special committees and/or commissions; shall be a member ex- officio of all committees or appoint a designated proxy; may arrange for auditing of the Association's funds each year; and in general, shall perform all duties incident to the office of president and such other duties as may be prescribed by the board of directors from time to time. 4.06 President-Elect/Past President The president-elect/past president shall assist the president in all duties. The President-elect/Past President shall serve in the kind of working relationship for best preparation to serve as president in the coming year; President-elect/Past President shall perform the duties of the president upon the president's absence and shall serve as chair of the nominating committees and Honoring the Profession. 4.07 Vice-presidents (a) The three vice-presidents in their order shall assume the duties of the president in the absence or inability of that officer or the president-elect to act and shall assist the president when called upon. (b) The first vice-president shall be Membership chairperson. She or he may select persons to help with membership process; shall work through structured process to insure local, state, and national distribution of dues; and shall contact prospective members and send notices to members and other interested persons. (c) The second vice-president shall be Program chairperson. She or he shall plan the programs and members-only meetings each year. (d) The third vice-president shall be the Public Policy Chairperson and shall be in charge of cooperation with related community groups and public policy awareness. (e) Any vice-president shall perform such other duties as from time to time may be assigned to her or him by the president or board of directors. 4.08 Treasurer If required by the board of directors, the treasurer shall give a bond for the faithful discharge of her or his duties in such sum and with such surety or sureties as the board of directors shall determine. She or he shall have charge and custody of and be responsible for all funds and securities of the Corporation; receive and give receipts for money due and payable to the Corporation for any source whatsoever; deposit all money in the name of the Corporation in such banks, trust companies, or other depositories as shall be selected in accordance with the provisions of Article VII of the Bylaws; shall pay out money only as designated by the budget, voted by the Association, or as instructed by the president and one other officer; and, in general, perform all duties incident to the office of treasurer and such other duties as from time to time may be assigned to her or him by the president or by the board of directors. The office manager may serve as assistant treasurer as needed. 4.09 Secretary The secretary shall keep the minutes of the meetings of the members and of the board of directors in one or more of the DAEYC organizational files provided for that purpose; give all notices in accordance with the provisions of these Bylaws or as required by law; be custodian of the corporate records and of the seal of the Corporation, and affix the seal of the Corporation to all documents, the execution of which on behalf of the Corporation under its seal is duly authorized in accordance with the provisions of these Bylaws; keep a register of the post office address of each member which shall be furnished to the secretary by each member, and, in general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to her or him by the president or by the board of directors. The office manager may serve as assistant secretary as needed. 4.10 Assistant Treasurers and Assistant Secretaries If required by the board of directors, the assistant treasurers shall give bonds for the faithful discharge of their duties in such sums and with such sureties as the board of directors shall determine. The assistant treasurers and assistant secretaries in general shall perform such duties as shall be assigned to them by the treasurer or the secretary or by the president or the board of directors. ARTICLE V COMMITTEES 5.01 Committees of Directors The board of directors, by resolution adopted by a majority of the directors in office, may designate and appoint one or more committees, each of which shall consist of one or more directors, to the extent provided in said resolution, shall have and exercise the authority of the board of directors in the management of the Corporation. However, no committee shall have the authority of the board of directors in reference to amending, altering, or repealing the Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the Corporation; amending the Articles of Incorporation; adopting a plan of merger or adopting a plan of consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the Corporation; authorizing the voluntary dissolution of the Corporation or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Corporation; or amending, altering, or repealing any resolution of the board of directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. The designation thereto of authority shall not operate to relieve the board of directors, or any individual director, of any responsibility imposed on it by her or by him or by law. 5.02 Other Committees Other committees not having and exercising the authority of the board of directors in the management of the Corporation may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present except as otherwise provided in such resolution, the president of the Corporation shall appoint the members thereof. Any members thereof may be removed by the person or persons authorized to appoint such member whenever in their judgment the best interests of the Corporation shall be served by such removal. 5.03 Term of Office Each member of a committee shall continue as such until the next annual meeting of the board of directors of the Corporation and until her or his successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof. 5.04 Chairperson One member of each committee shall be appointed chairperson by the person or persons authorized to appoint the members thereof. 5.05 Vacancies Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments. 5.06 Quorum Unless otherwise provided in the resolution of the board of directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of the majority of the members present at a meeting at which a quorum is present shall be the act of the committee. 5.07 Rules Each committee may adopt rules for its own government not inconsistent with these Bylaws or with rules adopted by the board of directors. 5.08 Parliamentarian The parliamentarian shall become familiar with the Articles of Incorporation and Bylaws so that intentions of both are clear to members and board, and she or he shall be familiar with Robert's Rules of Order(Revised). ARTICLE VI CONTRACTS, CHECK DEPOSITS, AND FUNDS 6.01 Contracts The board of directors may authorize any officer of officers, agent or agents of the Corporation, in addition to the officers so authorized by these Bylaws, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the Corporation. Such authority may be general or confined to specific instances. 6.02 Checks and Drafts All checks drafts, or orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Corporation shall be signed by such officer or officers, agent or agents of the Corporation and in such manner as shall as needed be determined by resolution of the board of directors. In the absence of such determination by the board of directors, such instruments shall be signed by the treasurer or an assistant treasurer and countersigned by the president or the president-elect of the Corporation. Every check requires two signatures. 6.03 Deposits All funds of the Corporation shall be deposited within 30 days to the credit of the Corporation in such banks, trust companies, or other depositories as the board of directors may select. 6.04 Gifts The board of directors may accept on behalf of the Corporation any contributions, gifts, bequest, or devise for the general purposes or for any special purpose of the Corporation. ARTICLE VII BOOKS AND RECORDS The Corporation shall keep correct and complete records of account and shall also keep minutes of the proceedings of its board of directors and committees having any of the authority of the board of directors. All records of the Corporation may be inspected by any member of the board of directors for any proper purpose at any reasonable time. ARTICLE VIII WAIVER OF NOTICE Whenever any notice is required to be given under the provisions of the Texas Non-Profit Corporation Act or under the provisions of the Articles of Incorporation or the Bylaws of the Corporation, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. ARTICLE IX MISCELLANEOUS 9.01 Seal The corporate seal shall have inscribed thereon the name of the Corporation and the words "Corporate Seal, Texas" and may have inscribed thereon the year of its organization. The seal may be used by and thereafter altered by the board of directors. 9.02 Voting By Mail To legally transact business a simple majority of the membership responses will constitute a quorum of the received ballots. All voting by members may be handled by mail/email or at membership meetings in accordance with decisions made by the board. ARTICLE X INDEMNIFICATION OF DIRECTORS AND OFFICERS The board of directors may exercise the full extent of the powers which the Corporation has under Texas law, as such law exists from time to time, to indemnify directors, officers, employees, and agents for expenses incurred by reason of the fact that they are or were directors, officers, employees, or agents of the Corporation or are or were serving at its request or by selection as a member, director, or officer of another corporation or organization. Such expenses shall include attorney's fees, judgments, fines, amounts paid in settlement, and amounts otherwise reasonable incurred. The board of directors may exercise the full extent of the powers which the Corporation has under Texas law, as such laws exist from time to time, to purchase and maintain insurance against the risks above described on behalf of its members, officers, employees, and agents. ARTICLE XI AMENDMENTS TO BYLAWS AND ARTICLES OF INCORPORATION These Bylaws and the Articles of Incorporation may be altered, amended, or repealed and new Bylaws or Articles of Incorporation may be adopted by a vote of two thirds of the members responding provided notice of the proposed amendment has been given in writing to all members not later than a month prior. Any Such alteration, amendment, or substitute Bylaws or Articles of Incorporation shall be consistent in all respects with the Articles of Incorporation of the Corporation. ADOPTED by the Board of Directors and Membership May 2011 These Bylaws supersede all previous Bylaws of the Dallas Association for the Education of Young Children ______________________ ______________________ Raquel Washington Carolyn Callahan __________________________ __________________________ Dawn Hallman Denise Collins _________________________ ___________________________ Susan Wyatt Anna Marie Alberts _________________________ ___________________________ Sandy Gorham Joy Campbell _________________________ Prerena Richards