NFPA By-Laws

ARTICLE I – NAME

The name of the corporation shall be National Foster Parent Association (NFPA), sometimes referred to in these bylaws as the Association.

ARTICLE II – MEMBERSHIP

The membership of the association shall consist of the members including foster parents, adoptive parents, kinship parents, fictive kin, individuals, local affiliate organizations, state affiliate organizations, and agencies that share the mission and vision of the association. The NFPA Board of Directors reserves the right to restrict or terminate memberships of individuals or organizations for criminal and/or unethical misconduct, as determined in its sole and absolute discretion. NFPA shall have no members as defined by RCW 24.03A.010(45).

SECTION 1 – “FOSTER PARENT” DEFINED

“Foster Parent” shall be defined for purposes of these bylaws as a person licensed or recognized by a child placing agency to care for children in a family home, non-institutional in character.

SECTION 2 – TYPES OF MEMBERSHIP

The Board shall establish the types of memberships in the organization and their respective voting rights, if any.

SECTION 3 – DUES

Annual dues for all types of membership will be determined and set by the Board of Directors of the Association.

SECTION 4 – MEMBERSHIP QUALIFICATIONS; MEETINGS

1. Qualifications

In order to qualify for membership, a member shall be 18 years of age, pay dues, and demonstrate a commitment to the ideals of the Association. A member may be appointed or removed from membership by the Board. Members may have such other qualifications as the Board may prescribe by amendment to these Bylaws.

1. Term of Membership

All memberships, except honorary memberships, shall be for a period of twelve consecutive months commencing with the month of enrollment.

1. Annual Member Meeting

The members of the Association shall meet annually each year at such location and time as the Board of Directors shall determine.

Notice of Meetings

Notice of membership meeting shall be sent to the members, by electronic mail, by the secretary or President’s designee, and posted on the NFPA website at least thirty (30) days prior to the meeting.

1. Roberts Rules

All meetings shall be conducted in accordance with the current edition of Robert’s Rules of Order, Newly Revised.

ARTICLE III – OFFICERS AND DUTIES

SECTION 1 – ENUMERATION AND QUALIFICATIONS

1. Officers

The elected officers of the Association shall be the President, Vice-President, Treasurer and Secretary.

1. Qualifications

Qualifications for nomination to be an officer include:

1. The nominee shall be a member in good standing of NFPA.
2. The nominee for President and Vice-President shall be recognized as an active foster parent, or have been recognized as a foster parent for a minimum period of three years in the past, in accordance with their local governing body regulations, and whose home was not closed by the licensing agency with substantiated allegations.
3. The nominee shall be nominated by a Director of the current Board.
4. Nominees for President and Vice-President must have served on the NFPA Board for at least one year.

A nominee for President must have:

1. Proven leadership qualities
2. Basic parliamentarian knowledge, or ability to obtain it.

A nominee for Vice-President must have:

1. Proven leadership qualities
2. Basic parliamentarian knowledge, or ability to obtain it
3. The ability to assume the President’s duties in the President’s absence.

A nominee for Secretary must have:

1. Experience in producing detailed minutes
2. Basic computer knowledge

A nominee for Treasurer must have:

1. Knowledge of general accounting principles and practice as they pertain to non-profit corporations.
2. Experience with budgets over $50,000, preferably with non-profit organizations.
3. A working knowledge of contracts and grants
4. The ability to be bonded.

SECTION 2 – DUTIES OF THE OFFICERS

Each outgoing officer shall forward all records of the office to the incoming officer within 45 days.

1. The President shall be the chief executive officer, whose duties and responsibilities include:
2. Preside over all regular, special or called meetings of the board, executive committee and the general membership.
3. Be responsible for the general management and supervision of the affairs and operation of the association.
4. Nominate chairperson for standing committees for ratification by the Board of Directors and appoint ad hoc committees as necessary.
5. Be a member ex-officio with a vote on all the committees.
6. Sign contracts on obligations as authorized or directed by the Board of Directors.
7. Cast the deciding vote in the event of any tied issue at the Board of Directors or general membership meetings.
8. Officially and publicly represent the Association.
9. Perform such other duties as provided by these bylaws or as commonly appertain to the office of President, or as promulgated by the Board of Directors.

Vice-President.

The Vice-President shall:

1. Perform the duties of the President when the President is absent or otherwise unable to serve.
2. Perform other such duties as delegated by the President.

Secretary.

The Secretary shall:

1. Keep all the records of the Board of Directors’ meetings and general membership meetings.
2. Submit to the President, members of the board and others that the President might designate, a copy of minutes taken.
3. Perform such other duties as provided by these bylaws or as commonly appertain to the office of Secretary.

Treasurer.

The Treasurer shall:

1. Be responsible for reviewing and safeguarding all the funds of the Association.
2. Provide financial reports to the Board of Directors no less than quarterly.
3. Submit all financial records to the Board of Directors for audit on call.
4. Make financial reports to the general membership at the annual meetings.
5. Be properly bonded at the discretion of the Board of Directors.

SECTION 3 – NOMINATIONS AND ELECTION OF OFFICERS

A. Election Process – Officers

The officers will be elected by the current Directors at the Annual Organizational Meeting. The President and Secretary shall be elected in odd numbered years. The Vice-President and Treasurer shall be elected in even numbered years. The candidate for each office receiving a simple majority of votes cast shall be elected to that office.

B. Term of Office

Unless an officer dies, resigns, or is removed, the term of office for elected officers of the Association shall be for two years, with each year running from annual organization meeting to annual organizational meeting.

C. New Officer Acknowledgement

New Officers will be formally acknowledged to the membership during a membership meeting or by electronic method and announced on the website.

D. Vacancies

Any vacancy occurring in the officers, and any position to be filled by reason of an increase in the number of officer positions, will be filled, upon recommendation of a qualified candidate by a committee assigned by the Board, by the affirmative vote of the majority of the Board. An officer elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.

E. Resignation

Officers may resign at any time by filing a written resignation with the President of the Board.

F. Removal

At any meeting of the Board, one or more officers may be removed, with cause, by an affirmative vote of 2/3 (two-thirds) of the directors.

ARTICLE IV – BOARD OF DIRECTORS, COMMITTEES AND ADVISORY COUNCIL

 SECTION 1 – AUTHORITY

The authority of the Association shall be vested in the Board of Directors, which shall be responsible for the financial health, management, public image and property of the Association. The Board of Directors shall at a minimum consist of the following members:

1. President, Vice-President, Secretary, and Treasurer
2. Chair of the Council of State Affiliates

The Board of Directors will consist of between nine (9) and seventeen (17) Directors. At least fifty-one percent (51%) of the Directors must currently be or have been foster parents who closed their homes in good standing.

SECTION 2 – NOMINATION AND ELECTION OF BOARD MEMBERS

A. Term

The term of office for Directors of the Association shall be for two years from annual organizational meeting to annual organizational meeting and Directors will serve no more than three (3) consecutive two (2) year terms. A Director who leaves the Board due to term limits may apply to be considered as a Director after an absence of one year.

B. Vacancy

Any vacancy occurring in the Board of Directors, and any position to be filled by reason of an increase in the number of Directors, will be filled, upon recommendation of a qualified candidate by a committee assigned by the Board, by the affirmative vote of the majority of the Board. A Director elected to fill the vacancy shall be elected for the unexpired term of his/her predecessor in office.

C. Resignation

Director may resign at any time by filing a written resignation with the President of the Board.

D. Removal

At any meeting of the Board, one or more Directors may be removed, with cause, by an affirmative vote of 2/3 (two-thirds) of the directors. A Director who fails to attend three (3) consecutive Board of Directors meetings without contact with the President of the Board shall be presumed to have resigned.

SECTION 3 – QUORUM; MANNER OF ACTING

The Board of Directors shall have a quorum when one-half (1/2) plus one of its members are present whether in-person or virtually. Except as otherwise provided by law, the Articles of Incorporation or these bylaws, a simple majority of those Directors present to vote shall carry the question at any Board meeting of the Association. Directors of the Association shall not be permitted to vote by proxy.

SECTION 4 –BOARD AND ADVISORY COMMITTEES

A. BOARD COMMITTEES

The following standing committees are hereby established: Executive, Governance, Finance and Audit.

The Board, by resolution adopted by a majority of the Directors in office, may designate and appoint one (1) or more additional standing or temporary committees, each of which shall consist of two (2) or more Directors. Such Board committees shall have and exercise the authority of the Directors in the management of the Association, subject to such limitations as may be prescribed by the Board; except that no committee shall have the authority to:

(a) amend, alter, or repeal these Bylaws;

(b) elect, appoint, or remove any member of any other committee or any Director or officer of the Association;

(c)  amend the Articles of Incorporation;

(d) adopt a plan of merger or consolidation with another Association;

(e) authorize the sale, lease, or exchange of all or substantially all of the property and assets of the Association not in the ordinary course of business;

(f)  authorize the voluntary dissolution of the Association or revoke proceedings therefor;

(g) adopt a plan for the distribution of the assets of the Association; or

(h) amend, alter, or repeal any resolution of the Board which by its terms provides that it shall not be amended, altered, or repealed by a committee.

The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board or any individual Director of any responsibility imposed upon the Board or any individual Director by law.

B. ADVISORY COMMITTEES

The Board may designate and appoint one or more advisory committees, each of which may consist of at least one Director and one or more other individuals to give advice and counsel to the Board. The Board shall establish the charge and tasks for the committee and appoint its chairperson and members.

a. Quorum; Manner of Acting

A majority of members of any committee shall constitute a quorum, and the act of a majority of the members of a committee present at a meeting at which a quorum is present shall be the act of the committee.

B. Resignation

Any member of any committee may resign at any time by delivering written notice thereof to the President, the Secretary, or the chairperson of such committee, or by giving oral or written notice at any meeting of such committee. Any such resignation shall take effect at the time specified therein, or if the time is not specified, upon delivery thereof and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

C. Removal of Committee Member

The Board, by resolution adopted by 2/3 (two-thirds) of the Directors in office, may remove from office any member of any committee elected or appointed by it.

SECTION 5 – BOARD FINANCIAL COMMITMENT

All members of the Board of Directors must be regular members of the National Foster Parent Association and shall contribute financially to the organization as established by the Association.

Any NFPA Director whose dues are in arrears for 45 days or more will be removed from office. The Board will select a replacement to fill the remainder of the term by an affirmative vote of the majority of the Board. If the position is the Chair of the Council of State Affiliates, the Vice-Chair will assume the position for the remainder of the term.

SECTION 6 – BOARD MEETINGS

A. Annual Meetings

The annual organizational meeting of the Board shall be held in January of each year for the purposes of electing officers and transacting such business as may properly come at the meeting. If the day fixed for the annual organizational meeting is a legal holiday at the place of the meeting, the meeting shall be held on the next succeeding business day. If the annual organizational meeting is not held on the date designated therefore, the Board shall cause the meeting to be held as soon thereafter as may be convenient.

B. Regular Meetings

By resolution at the annual organizational meeting, the Board will specify the date, time, and place for the holding of regular meetings without other notice than such resolution.

C. Special Meetings

Special meetings of the Board or any committee designated and appointed by the Board may be called by or at the written request of the President or any two Directors, or, in the case of a committee meeting, by the chairperson of the committee. The person or persons authorized to call special meetings may fix any place either within or without the State of Washington as the place for holding any special Board or committee meeting called by them. Notice for special board meetings require 48 hours’ notice in writing in advance of such meeting.

Meetings of the Board may be held by videoconference, telephone, or in any other real-time medium through which participants may simultaneously understand one another.

D. Roberts Rules

All meetings shall be conducted in accordance with the current edition of Robert’s Rules of Order, Newly Revised.

E. Notice of meetings

Notice of the time and place of all regular meetings of the board shall be posted on the NFPA website in January each year. In the event a political, national, or environmental crisis renders the Board of Directors unable to conform to a location or timeline requirement set forth in the Bylaws, then the Board of Directors shall meet at a regular or special meeting to change the requirements specified in the Bylaws. Such change will be for the specific date or location that is affected and will not create a change to the Bylaw requirements in the future.

F. Waiver of Notice

In Writing. Whenever any notice is required to be given to any Director under the provisions of these Bylaws, the Articles of Incorporation or applicable Washington law, 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. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the Board need be specified in the waiver of notice of such meeting.

By Attendance. The attendance of a Director at a 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.

SECTION 7 – UNANIMOUS ACTION BY BOARD WITHOUT A MEETING

Any action which could be taken by the Board of Directors at a meeting may be taken without a meeting if a consent in writing setting forth the action so taken is executed by all of the Directors entitled to vote with respect to the subject matter thereof, as defined below. The consent must be unanimous. For purposes of these Bylaws, “executed” means: (a) writing that is signed; or (b) an email transmission that is sent with sufficient information to determine the sender’s identity. For purposes of this Section only, “each director entitled to vote” does not include an “interested director” who abstains in writing from providing consent, where (a) the Board has determined that (i) the Association is entering into the transaction for its own benefit; and (ii) the transaction is fair and reasonable to the Association when it enters into the transaction or the non-interested directors determine in good faith after reasonable investigation that the Association cannot obtain a more advantageous arrangement with reasonable effort under the circumstances, at or before execution of the written consent; and (b) such determination is included in the written consent or in other records of the Association.

SECTION 8 – DUTIES

Duties of the Board of Directors shall be:

1. To interpret and enforce the provisions of the Articles of Incorporation and Bylaws of the Association.
2. To promise by attitude and action, constructive social action needed to bring about changes and improvements in child welfare systems and legislation pertaining to all children and families.
3. To act as an information center and research body regarding constitutional matters, finance, education and legislative actions and to disseminate such information.
4. To provide a vehicle for communication among foster parents, local foster parent associations, and child welfare agencies.
5. To cooperate with other organizations which have similar objectives in whole or in part of those of the Association.
6. To nominate and ratify an NFPA member to fill any unexpired or vacant office, or Director.
7. To determine need to hire personnel to further the work of the association and establish process to do so in policy and procedure.
8. To formulate such rules and regulations as in the opinion of the Board of Directors are essential to the interests and objective of the Association.
9. To maintain the financial health and public image of the Association.
10. To ratify nominations of standing committee chairs.

SECTION 9 – EXECUTIVE COMMITTEE

The Executive Committee of the Association shall consist of the President, Vice-President, Secretary, Treasurer, and the Chair of the Council of State Affiliates.

The executive authority of the Association shall be vested in the Executive Committee. The Executive Committee shall be responsible for supervision and oversight of personnel matters, when applicable, and for the management, public image and property of the Association. The Executive Committee will report as directed to the Board of Directors.

SECTION 10 – COUNCIL OF STATE AFFILIATES

There shall be a Council of State Affiliates who shall serve as an advisory council to the Board of Directors. The council shall consist of one (1) representative from each affiliated state member, said representative to be designated in writing to the Secretary annually. The representative shall be a member of the National Foster Parent Association.

A member of the Council of State Affiliates shall be an organization representing the interests of foster parents within their US state or territory that has the following characteristics:

• Has status as a 501(c)3 organization
• Represents the interest of foster parents and not of an individual(s)
• Agrees to adhere to the rules and bylaws of the Council and NFPA
• Defines in their articles of incorporation or bylaws that foster parents from the entire state or territory are eligible for membership in the organization
• Are paid in full as an NFPA Affiliate member

The Council shall appoint or elect a representative of the Council to serve on the Board of Directors.

SECTION 11 – COUNCIL OF LOCAL AFFILIATES

There may be a Council of Local Affiliates which may serve as an advisory council to the Council of State Affiliates. The council shall consist of one (1) representative from each affiliated local member, said representative to be designated in writing to the Secretary of the Council of State Affiliates on an annual basis. The representative must be a member of NFPA.

SECTION 12- LEGACY ADVISORY COUNCIL

A. Legacy Advisory Council may be established to honor and recognize the invaluable contributions of longstanding Association former board members who have demonstrated unwavering commitment to the Association through service and organizational membership. Membership is bestowed upon individuals by the Board of Directors. The Legacy Advisory Council shall serve in an advisory capacity by providing insight, guidance, and historical perspectives to the Association’s leadership.

ARTICLE V – AMENDMENT AND PERIODIC REVIEW

SECTION 1 – AMENDING REQUIREMENTS

The Bylaws of this Association may be added to, amended or repealed, in whole or in part, by a two thirds (2/3) majority vote of Directors present at any regular or additional called meeting, where quorum has been established, provided notice of the intent to add to, amend or repeal the bylaws in whole or in part has been sent to each Director, by electronic mail at least thirty (30) days prior to the scheduled meeting.

SECTION 2 – SUBMISSION FOR CHANGES

Proposed bylaw amendments from Association members must be submitted in writing to the President for consideration by the Board of Directors. A submission will include the justification for the proposed change and the proposed change will be reviewed by the Board appointed Review Committee.

SECTION 3 – REVIEW SCHEDULE

The Bylaws shall be reviewed at least once every three (3) years, commencing from the effective date of these bylaws. The Board shall appoint a Review Committee, comprised of three (3) Directors, responsible for leading the review process. Any proposed bylaws changes shall be reviewed by a practicing attorney in the Association’s state of incorporation prior to submission to the Directors for review and voting.

ARTICLE VI – POLICY

SECTION 1 – NONDISCRIMINATING

The Association shall be self-governing, nonprofit, nonpartisan and nonsectarian, and shall not discriminate against any person on account of sex, race, creed, religion, sexual orientation, or national origin.

SECTION 2 – FUNDS SOLICITATION

The Association shall solicit and receive funds for the accomplishment and furtherance of these bylaws.

SECTION 3 – LEGAL RESPONSIBILITIES

The Association shall not engage in any activities or exercise any powers that are contrary to law or to the primary purposes for which this Association was formed.

SECTION 4 – FISCAL YEAR

The fiscal year of the Association shall be determined by the Board of Directors in the best interest of the Association.

ARTICLE VII – MISCELLANEOUS

A. No Compensation

No Director or their immediate family members shall profit from, enter into a contractual agreement for profit with or receive salary from NFPA while serving as a Board member. Directors may receive reimbursement for expenditures incurred on behalf of the Association.

B. Loans or Extensions of Credit to Officers and Directors

No loans shall be made, and no credit shall be extended by the Association to its officers or Directors.

C. Checks, Drafts, Etc.

All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the Association shall be signed by such officer or officers, or agent or agents, of the Association and in such manner as is from time to time determined by resolution of the Board.

D. Books and Records

The Association shall keep at its principal or registered office copies of its current Articles of Incorporation and Bylaws; correct and adequate records of accounts and finances; minutes of the proceedings of the Board, and any minutes which may be maintained by committees of the Board; records of the name and address of each Director and each officer; and such other records as may be necessary or advisable.

CERTIFICATION

The foregoing Bylaws were adopted by the Board of Directors by the vote of a two third (2/3) majority of the Directors in office at a meeting of the Board held on June 19, 2024 in Reston, VA.

Name:            Leslie Stroud-Romero                              

Title:               NFPA Board of Directors Secretary