ARTICLE I

NAME, AFFILIATION, AND PURPOSE

Section 1.  Name.  The name of the organization shall be the Maine Career Development Association (hereafter referred to as MCDA or as the Association).

Section 2.  Affiliation.  MCDA is a chapter of the National Career Development Association (hereafter referred to as NCDA) and shall be subject to those provisions of its bylaws that apply to chapters.

MCDA is a division of the Maine Counseling Association.

Section 3.  Purpose  The Maine Career Development Association is organized exclusively for educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code. The educational purposes of the Maine Career Development are:

1. To provide professional development opportunities for people in Maine who provide career information/career assistance to others, provide networking opportunities for these same professionals in the field of career development, for purposes of education and sharing of best practices and to be an advocacy group for career development issues. All activities shall be in accordance with the rules governing organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
2. To create a partnership among career development practitioners from business/industry, elementary/secondary schools, colleges, public and private agencies, and private practices, and to establish and improve the standards of professional service in the field of career development in Maine.

ARTICLE II
MEMBERSHIP

Section 1.  Categories of Membership.  There will be three general categories of membership in MCDA:  professional, retired, and student.  All members may vote, and all members may hold an elected or appointed office in the Association.

Section 2.  The categories of membership shall be determined in accordance with the following:

• Professional Members.  Professional members are those who have an interest in career development and uphold the purpose and principles of MCDA.
• Retired Members.  Retired members are former professional members of MCDA who have retired from full-time employment and who uphold the purpose and principles of MCDA.
• Student Members.  Student members are those who are enrolled in post-secondary programs preparing them for work in a career development-related field and whose application for association membership has been endorsed by their college or university.  Student members uphold the purpose and principles of MCDA.

Section 3.  Continuity of Membership.  Membership in MCDA shall be continuous on an annual basis for the fiscal year July 1 to June 30.

Section 4.  Termination of Membership.

• Members may be dropped from membership for unethical behavior as defined in the NCDA Code of Ethics, Code of Ethics of the American Counseling Association (ACA), or for conduct that tends to injure the Association or to affect its reputation adversely.  Any charge relating to the unethical behavior or misconduct shall be presented to the Board over the signatures of two members.  The Board shall investigate the charges and, if they are found to have substance, the Board shall counsel the members with a view toward possible modification of their behavior.  Failing this, the Board shall determine the appropriate action.  The Board shall have the power to terminate membership in the Association.  However, before taking such action, the Board shall notify the members of the precise nature of the charge and give them an opportunity to present evidence in their own behalf.
• Members will be dropped from membership for non-payment of dues.

ARTICLE III
FINANCES

Section 1.  Dues and Assessments.  The following procedures shall be followed in establishing MCDA dues and assessments, in addition to those required by the Bylaws of NCDA:

• Annual dues for all classes of membership shall be established by the Governing Board, subject to approval of the Association at its annual meeting.
• The Board may specify the manner in which dues and assessments shall be collected.

Section 2.  Fiscal Year.  The fiscal year of MCDA shall be July 1 through June 30.

ARTICLE IV
NOMINATIONS AND ELECTION OF OFFICERS

Section 1.  Procedures.  The Nominations and Elections Committee shall follow the following procedures:

Nominations.  Members may be nominated for office in one of two ways:

• Nominations and Elections Committee shall canvass members for names of suitable nominees.
• A member may be nominated for any elected office by any member of good standing.  The nomination shall be in writing to the Chair of the Nominations and Elections Committee.
  
  
• All nominations must include:
• A professional resume of the proposed nominee,
• A letter (or e-mail) of confirmation from the nominee stating his or her willingness and ability to serve,
• When applicable, a letter from the nominee’s employer recognizing the time and resource commitment involved.

Nomination and Elections Process and Timeline.

• A call for nominations shall be communicated to all MCDA members no later than February 15 of the election year.
• The nominations shall be submitted in writing to the Chair of the Nominations and Elections Committee no later than March 15 of the election year.
• A ballot including a list of the names of all persons nominated for all elected office shall be distributed by the Nominations and Elections Committee to all members of the Association by mail or e-mail no later than April 15 of the election year.
• All mail or e-mail ballots shall be returned to the Chair of the Nominations and Elections Committee no later than May 15 of the election year.
• The results of the election shall be reported to the members in attendance at the Annual Conference and in the MCDA Newsletter.

ARTICLE V
OFFICERS OF MCDA AND THE REPRESENTATIVE(S) TO MeCA EXECUTIVE BOARD

Section 1.  Officers.

• The Officers of the Association shall be the President, Immediate Past-President or President-Elect, Secretary, and Treasurer.  Officers of the Association shall join NCDA and the Maine Counseling Association (MeCA).
• The President of the Association or his/her designee shall be the MCDA representative to the MeCA Executive Board.

Section 2.  Method of Selection

• The President-Elect, Secretary, and Treasurer shall be elected in accordance with Article IV.

Section 3.  Terms of Office.

• The President-Elect shall be elected bi-annually and shall serve as the President-Elect for one year and then hold office as President for two years beginning July 1 or until his or her successor is chosen.
• The Secretary and the Treasurer shall be elected bi-annually and serve for a period of two years beginning July 1 or until their successors are chosen.
• In the event of resignation, continued absence, illness, or death of any officer, the Board shall, by majority vote, elect a successor to serve for the remaining term of office.
• Terms of office begin July 1 of the election year.

Section 4.  Functions of Officers and MeCA Executive Board Representative.

President-Elect. The President-Elect shall:

• Serve as a member of the Governing Board.
• Assume the duties of the President in his/her absence until a representative is appointed by the Governing Board.

President.  The President shall:

• Provide leadership in the achievement of the purpose of MCDA.
• Preside at the Annual Membership Meeting at the Annual Conference.
• Preside at meetings of the Governing Board.
• Appoint chairpersons of all MCDA committees.
• Serve ex-officio on all MCDA committees except the Nominations and Elections Committee.
• Be empowered to enter the Association into contracts, grants, and other binding agreements upon approval of the Governing Board.

Past-President.  The Immediate Past-President shall:

• Serve as a member of the Governing Board.
• Serve as Chairperson of the MCDA Nominations and Elections Committee.
• Assume the duties of the President in his/her absence until a representative is appointed by the Governing Board.

Secretary.  The Secretary shall:

• Keep a record of the proceedings of the Governing Board and Association meetings.
• Serve as a member of the Governing Board.

Treasurer.  The Treasurer shall:

• Serve as a member of the Governing Board.
• Assist the President in the preparation of the budgets for MCDA, its committees, and its publications.
• Follow generally accepted accounting practices for handling the funds of MCDA.
• Recommend to the Governing Board any needed modifications in procedures for managing the fiscal affairs of MCDA.

Representative to the MeCA Executive Board.  The Representative to the MeCA Executive Board shall:

• Serve as a member of the MeCA Executive Board.
• Attend MeCA Board meetings to represent MCDA.

Section 7.  Composition and Meetings of the Governing Board.

• The Governing Board shall meet at least once a year.  Other meetings of the Board may be held at the call of the President or of a majority of the Governing Board.
• At least one-half of the members of the Governing Board shall constitute a quorum throughout any meeting of the Governing Board at which official business is transacted.
• The Governing Board shall include the four officers and up to eleven (11) positions as defined below.
• The non-elected positions on the Governing Board shall be appointed by the President when terms expire or a person resigns from his/her position, and appointments shall be approved by the Governing Board.

The Governing Board.  Including the four officers listed above, there shall be a maximum of fifteen positions on the Governing Board.  In order to ensure representation from as many areas of career development as possible, the following designated areas shall be represented on the Board, as well as enough At Large positions to encourage all members to participate.  All terms begin July 1 and shall be three years in length.  Terms are staggered to ensure continuity.

Areas Represented

• College Career Counselor
• College Career Counselor
• School Counselor, K-12
• School Counselor, Adult Education
• Agency (MDOL, JMG, etc.)
• At large
• At large
• At large
• At large
• Graduate Student (One year term)

ARTICLE VI
MEETINGS OF THE ASSOCIATION

Section 1.  Scheduling of Meeting.  At least one meeting of the Association shall be held annually.  Such a meeting shall constitute the annual membership meeting of the Association and  be held at the annual conference or another time approved by the Governing Board. Additional meetings of the Association may be called by either a majority vote of the Governing Board or a majority vote of the Association.

Section 2.  Quorum.  At least one-half of the current members of the Association shall constitute a quorum.  Voting can be done by presence in person or by other means of communication.

Section 3.  Summary of Proceedings.  A summary of proceedings of the Association shall be available upon request.

Section 4.  Emergency Action.  In an emergency and on recommendation of two-thirds vote of the Governing Board, business may be presented by mail or e-mail ballot to the members of the Association.

ARTICLE VII
COMMITTEES

Section 1.  Standing Committees.  The standing committees of MCDA and their duties shall be:

The Membership Committee shall promote membership in MCDA and recommend procedures for processing applications

The Nominations and Elections Committee shall consist of three members:

In even numbered years when MCDA elects a President-Elect, the Committee shall consist of the Immediate Past-President and two members appointed by the Governing Board.  The Immediate Past-President shall serve as Chair.  If the Past-President is unable to serve, the Governing Board may fill the vacancy by a majority vote.  Note: The current President is not eligible to serve on this committee.

In odd numbered years when MCDA elects the Secretary and Treasurer, the Committee shall consist of three members appointed the Governing Board. Note: The current President is not eligible to serve on this committee.

The Committee shall be responsible for carrying out the nominations and elections procedures in accord with these Bylaws.

The Bylaws Committee shall have responsibilities for drafting proposals for amendments to these Bylaws and for the final wording of amendments passed by the Governing Board to insure their consistency with the style and substance of these Bylaws.  The committee shall carry out such other functions as may be assigned to it in these Bylaws or by the Governing Board.

Section 2.  Ad Hoc Committees.  These Committees shall be established by the Governing Board to carry out such activities as it believes will further the objectives of MCDA.  The Governing Board shall, from time to time, review the charge and function of all special committees and shall make changes in their number, characteristics, or organization as may seem desirable.

Section 3.  Appointment of Committees.  In the absence of any provision to the contrary in these Bylaws or in the motion creating a committee:

The President shall appoint chairs of committees.  The term of office so appointed shall be determined at the time of the creation of the committee.  Chairpersons of committees shall be subject to confirmation by the Governing Board.  They may be re-appointed.

The chair shall designate the members of his or her committee.

ARTICLE VIII
AUDIT

Section 1.  Audit.  The Governing Board shall make recommendations for a bi-annual audit of the financial records of MCDA to coincide with the terms of office for the Treasurer or as needed, by a certified public accountant or an Audit Committee.  The Governing Board shall review the report and institute any recommendations that may be appropriate.  A full report on the financial condition of MCDA shall be made available to the members of the Association upon request.

ARTICLE IX
AMENDMENTS

Section 1.  Amendments.  The Association in accord with either of the following methods may amend these Bylaws from time to time:

• A proposed amendment may be presented to the Governing Board by a member of the Governing Board or Committee of MCDA, or by an individual, provided that in the case of an individual the proposed amendment shall be presented over the signatures of at least 25 voting members of MCDA.
• All such proposed amendments shall be presented in writing to the Secretary of MCDA at least 120 days prior to the annual meeting.  They shall be reviewed by the Bylaws Committee and published in an official organ of the Association at least 30 days prior to the annual meeting of the Association.
• An amendment also may originate at an annual meeting of the Association.  A two-thirds vote by members in attendance is required to approve the amendment.

Section 2.  Adoption.  A proposed amendment shall be considered adopted if approved by a majority of members.

ARTICLE X
RULES OF ORDER

Section 1.  Rules of Order.  Robert’s Rules of Order, as from time to time revised, shall govern the proceedings of MCDA, unless otherwise specified in these Bylaws.

Section 2.  In all official MCDA communications and publications, it is recommended that the “Guidelines for Non-Sexist Language,” which appeared in the February 1978 Personnel and Guidance Journal, be followed and that the terms “chair” or “chairperson” be preferred to the term “chairman.”

ARTICLE XI

CONFLICT OF INTEREST POLICY AND AGREEMENT

• The board shall adopt and periodically review a conflict of interest policy to protect the corporation’s interest when it is contemplating any transaction or arrangement which may benefit any director, officer, employee, affiliate, or member of a committee with board-delegated powers. Each member of the board shall review and agree to the policy within 1 month of appointment to the board.

ARTICLE XII
DISSOLUTION OF THE ASSOCIATION

Section 1: Dissolution of the Maine Career Development Association may be approved by a two-thirds majority of voting members present or voting by mail/e-mail ballot.  In the event of dissolution of the Association, the Governing Board shall direct that all outstanding debts and obligations be paid in full.

Section 2: Upon the dissolution of the corporation, the assets of the Maine Career Development Association shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not so disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

Amendments approved June 10, 2016

Approved as a chartered Division of NCDA at National Conference, June 2005