NALLTCO By-Laws
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ARTICLE I: NAME
The association shall be known as the National Association of Local Long-Term Care Ombudsmen (NALLTCO).
ARTICLE II: MISSION STATEMENT
The mission of the association is to organize and provide a common voice for local and regional long-term care ombudsmen for:
ARTICLE III: MEMBERSHIP
Memberships are individual and not programmatic for the purpose of budget sustainability. Membership is open to current and/or former Long-Term Care Ombudsmen without conflict of interest as defined by the Older Americans Act. Membership is contingent upon payment of dues. There may be three levels of dues:
The NALLTCO membership dues are for one year from the month payment is received. NALLTCO memberships are not transferable. Ombudsmen appearing on the Administration on Aging list of state ombudsmen may not be NALLTCO members. NALLTCO dues, including promotional offers, may be changed by a majority vote of the NALLTCO Board.
ARTICLE IV: BOARD OF DIRECTORS
The management of the association shall be vested in a Board of Directors composed of no fewer than 9 and no more than 13 directors. A majority of all current directors shall constitute a quorum. Only current members of NALLTCO will be considered for a director position. There shall not be more than one director from any one state. Directors shall be elected by the membership for a term of two years with elections of approximately one half of the directors being held each year. A Directors term of office shall run from the date of election. The Board of Directors shall meet no less than 4 times a year. All board members will actively serve on at least one committee. A director can be removed from the board by a two-thirds vote of the remaining directors for good cause. The Board may fill an unexpired term until the next election, by a majority vote of the duly elected directors.
ARTICLE V: NOMINATING COMMITTEE
A nominating committee of not less than five (5) members, three (3) directors (one of which will be the board treasurer) and two (2) general members, shall be appointed by the Chair. The nominating committee shall seek input from members to select a slate of nominees to fill vacant positions on the Board of Directors, to be presented at the annual meeting. The nominating committee shall be responsible for ensuring that the slate selected meets the requirements for board members as described in Article IV, and shall consider diversity, in its many forms, in selection of the slate. Whenever possible, nominees shall be selected to ensure a geographical balance.
ARTICLE VI: EXECUTIVE COMMITTEE
At the first meeting of the board following each election, the board will select an Executive Committee which shall consist of:
In the temporary absence, death, resignation or inability of any member of the Executive Committee to perform the prescribed duties, the chair shall appoint a member of the board to serve in that capacity on a temporary basis or until the next annual meeting.
ARTICLE VII: ELECTIONS
Director(s) shall be elected by a majority of all votes cast. Votes may be cast electronically, by mail, by fax, or in person at the annual meeting. Member votes received prior to the annual meeting will be accepted and counted at the annual meeting.
The nominating committee shall submit a slate of nominees and a voting ballot to the membership no less than thirty (30) days prior to the annual meeting. Members may vote once for each vacancy.
If the nominating committee does not fill all expiring terms, then members attending the annual meeting may fill such vacancies during that annual meeting by a majority vote of those present and voting.
ARTICLE VIII: MEETINGS
A general meeting of all members shall be called annually. The date, time and place will be decided by the Board of Directors. Announcement of the annual meeting will go out to all members with no less than 30 days notice. Special general membership meetings can be called at the will of the Board of Directors with no less than 3 days notice. The members present at any membership meeting shall constitute a quorum.
ARTICLE IX: BYLAWS
These bylaws may be amended by a majority vote of members at any duly called or special membership meeting and by members who cast votes electronically, by mail and by fax within a specified time period connected to such meeting. Copies of the proposed changes to these amendments must be sent to the members not less than thirty (30) days prior to the date of the meeting at which they will be considered.
The association shall be known as the National Association of Local Long-Term Care Ombudsmen (NALLTCO).
ARTICLE II: MISSION STATEMENT
The mission of the association is to organize and provide a common voice for local and regional long-term care ombudsmen for:
- the advancement of their mutual objective of providing for their professional development, ensuring the integrity of local and regional programs and their ability to effectively advocate for long-term care residents;
- the exchange and sharing of information, opportunities and resources available through the Administration on Aging as well as other organizations;
- the mutual sharing of information, ideas, and experiences among local and regional ombudsmen staff, and providing information to policy makers on legislation and regulations impacting local ombudsman programs and long term care residents.
ARTICLE III: MEMBERSHIP
Memberships are individual and not programmatic for the purpose of budget sustainability. Membership is open to current and/or former Long-Term Care Ombudsmen without conflict of interest as defined by the Older Americans Act. Membership is contingent upon payment of dues. There may be three levels of dues:
- salaried staff will pay $25.00 per year
- unsalaried staff will pay $10.00 per year
- dual individual membership for NALLTCO and Consumer Voice for Quality Long Term Care will be offered at a discounted rate.
The NALLTCO membership dues are for one year from the month payment is received. NALLTCO memberships are not transferable. Ombudsmen appearing on the Administration on Aging list of state ombudsmen may not be NALLTCO members. NALLTCO dues, including promotional offers, may be changed by a majority vote of the NALLTCO Board.
ARTICLE IV: BOARD OF DIRECTORS
The management of the association shall be vested in a Board of Directors composed of no fewer than 9 and no more than 13 directors. A majority of all current directors shall constitute a quorum. Only current members of NALLTCO will be considered for a director position. There shall not be more than one director from any one state. Directors shall be elected by the membership for a term of two years with elections of approximately one half of the directors being held each year. A Directors term of office shall run from the date of election. The Board of Directors shall meet no less than 4 times a year. All board members will actively serve on at least one committee. A director can be removed from the board by a two-thirds vote of the remaining directors for good cause. The Board may fill an unexpired term until the next election, by a majority vote of the duly elected directors.
ARTICLE V: NOMINATING COMMITTEE
A nominating committee of not less than five (5) members, three (3) directors (one of which will be the board treasurer) and two (2) general members, shall be appointed by the Chair. The nominating committee shall seek input from members to select a slate of nominees to fill vacant positions on the Board of Directors, to be presented at the annual meeting. The nominating committee shall be responsible for ensuring that the slate selected meets the requirements for board members as described in Article IV, and shall consider diversity, in its many forms, in selection of the slate. Whenever possible, nominees shall be selected to ensure a geographical balance.
ARTICLE VI: EXECUTIVE COMMITTEE
At the first meeting of the board following each election, the board will select an Executive Committee which shall consist of:
- Chair - The Chair shall determine dates/times of and preside at the meetings of the Board of Directors and at all meetings of the association. The Chair shall appoint with the advice and consent of the Executive Committee such committees as are deemed necessary. The Chair may sign with the Secretary or other Executive Officer any instruments which the Board has authorized to be executed.
- Vice Chair - The Vice Chair will perform such duties as may be assigned by the Chair, and in the temporary absence of the Chair shall preside over the meeting of the Board and the association and shall fulfill other responsibilities of the Chair.
- Secretary - The duties of the Secretary shall include maintenance of the official minutes and other duties as described in Robert’s Rules of Order newly revised.
- Treasurer - The duties of the Treasurer shall include collection of membership dues, overseeing the maintenance of membership records, serve on nominating committee and other duties as described in Robert’s Rules of Order newly revised.
In the temporary absence, death, resignation or inability of any member of the Executive Committee to perform the prescribed duties, the chair shall appoint a member of the board to serve in that capacity on a temporary basis or until the next annual meeting.
ARTICLE VII: ELECTIONS
Director(s) shall be elected by a majority of all votes cast. Votes may be cast electronically, by mail, by fax, or in person at the annual meeting. Member votes received prior to the annual meeting will be accepted and counted at the annual meeting.
The nominating committee shall submit a slate of nominees and a voting ballot to the membership no less than thirty (30) days prior to the annual meeting. Members may vote once for each vacancy.
If the nominating committee does not fill all expiring terms, then members attending the annual meeting may fill such vacancies during that annual meeting by a majority vote of those present and voting.
ARTICLE VIII: MEETINGS
A general meeting of all members shall be called annually. The date, time and place will be decided by the Board of Directors. Announcement of the annual meeting will go out to all members with no less than 30 days notice. Special general membership meetings can be called at the will of the Board of Directors with no less than 3 days notice. The members present at any membership meeting shall constitute a quorum.
ARTICLE IX: BYLAWS
These bylaws may be amended by a majority vote of members at any duly called or special membership meeting and by members who cast votes electronically, by mail and by fax within a specified time period connected to such meeting. Copies of the proposed changes to these amendments must be sent to the members not less than thirty (30) days prior to the date of the meeting at which they will be considered.
HISTORY OF BY-LAWS:
- These by-laws were officially adopted by the NALLTCO membership in October of 1996 at the first annual NALLTCO meeting which is held in conjunction with the annual National Citizen’s Coalition for Nursing Home Reform (NCCNHR) Conference.
- By-law amendment for membership criteria made on February 21, 2000 at NALLTCO meeting held in conjunction with National Ombudsman Resource Center Regional Training in Columbia, South Carolina.
- By-law amendment for membership criteria made on October 19, 2003 at the Annual NALLTCO membership meeting held in conjunction with the NCCNHR conference.
- By-law amendment for change of membership year to a calendar basis and annual dues applied made on May 19, 2004 during a special membership meeting by ballot and conference call.
- By-law amendment for membership dues to include a tier for dual membership in NALLTCO and individual membership in NCCNHR was adopted on October 23, 2006 in conjunction with the annual National Citizens Coalition for Nursing Home Reform conference. The NCCHNR board accepted the changes in their organizational membership options effective October 24, 2006.
- By-law amendment for change in clarification language, including changing the purpose to a mission statement; defining membership, removal of geographic boundaries, and reflecting the effort to seek diversity on the Board, in all its forms, to be representative of the membership; director vacancies and appointment term; and ballot voting option to include expansion to electronic format was adopted by the membership on October 24, 2009.
- By-law amendment made to: change definition of a membership year; to determine when new board officers terms take effect; to include the treasurer as a standing member of the nominating committee and revise the treasurer’s defined role to include this duty; and to add a time requirement for notice of Annual Meetings. Changes were reviewed and will be voted on during the annual meeting at The Consumer Voice Conference in 2011.
