By-Laws

ARTICLE I – NAME

There shall be an organization known as AGEnet.

ARTICLE II – PURPOSE

   Section 1  AGEnet shall provide for Older Alaskans:

   Support for all programs intended to serve Older Alaskans.

    • A vehicle for stimulating legislative action via the vast client population reached by programs serving Older Alaskans.
    • Contractual Agreements with other organizations for the benefit of older Alaskans. These contracts shall contain a provision for annual audits of contracts.

   Section 2  AGEnet shall provide for the Alaska Commission on Aging:

    • A vehicle for group communication with Senior Programs.
    • A critical view and strong input regarding directions and program requirements for Senior programs.
    • A real focus for the training and technical assistance needs for Senior Programs.

   Section 3  AGEnet shall provide the Senior programs:

    • Mutual support and assistance among Senior programs within the State of Alaska .
    • A vehicle for communicating with the Alaska Commission on Aging relative to the establishment of administrative policies.

ARTICLE III – MEMBERSHIP

   Section 1  There shall be two classifications of membership. Agency membership shall be open to any agency, company or organization that provides direct services for older Alaskans. Agency members, acting through the directors of agencies or a designee for the agency, shall have one vote per agency. Associate membership of AGEnet shall be open to individuals as described in Section 3 below, each of whom shall have one vote.

   Section 2  Voting membership shall have the following rights:

    • To submit through the President items for consideration on the agenda of meetings which may include written motions with written second;
    • To request through the President special meetings as necessary;
    • To receive publications of AGEnet;
    • To appoint an alternate to participate in the meetings and who in the absence of the voting member, may vote in his/her place, provided that the President has been notified in writing of this appointment prior to the opening of the meeting;
    • To vote written proxy through the President;
    • The ability to hold office and be eligible for election to the Board of Directors is limited to Agency membership.

   Section 3  Associate membership shall be open to any individual person not representing an agency, who is interested in the concerns of the elderly in the State of Alaska. Agency members cannot be an Associate member. Associate members are not eligible for election to the Board of Directors.

   Section 4  Agency membership terminates when employment with an agency serving Older Alaskans is terminated or if Membership Dues have not been paid. Associate membership terminates if Membership Dues have not been paid.

ARTICLE IV – MEETINGS

   Section 1  Annual meetings of AGEnet shall be held in order to elect members to the Board of Directors from the voting membership and to transact business as necessary. The annual meeting will be held in June.

   Section 2  The general membership meeting shall be held, “as set by” the Board of Directors, each month via teleconference for the purpose of conducting AGEnet business.

   Section 3  Written notification of the AGEnet annual meeting shall be sent to all members in good standing not less than fifteen (15) days, or more than thirty (30) days before the meeting, in person, U.S. Mail, or “electronic data interchange (EDI)”. If sent by U.S. Mail, the notice shall be sent to the agency’s address as it appears on the membership records.

   Section 5  A quorum shall consist of one-third (1/3) of the total voting membership in good standing and shall be declared for the transaction of business.

ARTICLE V – BOARD OF DIRECTORS AND OFFICERS

   Section 1  The Board of Directors shall consist of seven persons elected at large by the voting members of AGEnet. The term of office for the directors shall be for two years with four members being elected in the even year and three members elected in the odd year.

   Section 2  The Officers of AGEnet shall be President, Vice President, Secretary and Treasurer. The Board of Directors shall select the officers. Officers shall serve 1-year terms.

   Section 3 Duties of the officers shall be as follows:

    • President: It shall be the duty of the President to:  conduct the general management of AGEnet and of the Board of Directors; shall chair all meetings of AGEnet and of the Board of Directors; shall not vote except in cases of tie votes; shall vote written proxy of members; shall be an ex-officio member of all committees except the Nominating Committee; shall present a written report of the office at the annual meeting; shall carry out other responsibilities as directed by AGEnet and Board of Directors; shall call meetings of the Board of Directors; shall be the only spokesman for AGEnet and shall serve as AGEnet’s representative to Boards and Commissions as requested. At the discretion of the President, he/she may appoint a designee in his/her stead.
    • The Vice-President shall prepare and file Alaska Public Offices Commission paperwork; assist the President in his/her duties as requested; shall assume the duties of President upon his/her death, resignation, removal, or protracted inability to function for the duration of his/her term.
    • The Secretary shall keep a record of minutes of all meetings of the Association and of the Board of Directors; shall send notices of all meetings; and shall perform other secretarial duties as may arise from time to time as directed by the Association/Board of Directors.
    • The Treasurer shall render an account including a description of monthly expenses to date at all regular meetings of the Association or at other times as requested by the Board of Directors; shall submit the fiscal financial report at the annual meeting; shall file the biannual corporate report; shall be responsible for membership renewals and membership drives; shall collect membership dues, make bank deposits, pay invoices, keep current AGEnet bank ledger; and shall furnish all officers with an up-to-date membership list.
    • Members at Large shall lend support to the other elected officers and shall chair such special committees as appointed by the President.

   Section 4  The function of the Board of Directors shall be to carry out the plans and programs of the Association, to act for the Association between meetings, and to approve the budget as submitted by the Treasurer for ratification by the membership at the annual meeting.

   Section 5  Vacancies on the Board of Directors shall be filled by appointment made upon the majority vote of the Board of Directors. Each person so elected to fill a vacancy shall remain a director for the remaining term of the director replaced. A vacancy shall be declared upon:

    • The death, disability or after a resignation of a board member is accepted.
    • The Board of Directors determining that a board member has missed three consecutive meetings without the prior notification or excuse of the Board or without JUSTIFIABLE cause.
    • A determination by a majority of the Board that a member – or officer has failed to carry out the duties of his/her position.

ARTICLE VI – EXECUTIVE COMMITTEE

   Section 1 The Executive Committee shall have and exercise the authority of the membership during intervals between meetings of the Board of Directors except that the Executive Committee shall not have the authority of the membership in reference to: amending or altering the By-Laws or Articles of Incorporation, approving and/or removing any members of the Corporation. The Executive Committee may enter into binding contracts as authorized by the Corporation.

   Section 2 The Executive Committee shall consist of four elected officers (President, Vice-President, Secretary, and Treasurer). The President shall chair the committee.

   Section 3  The Executive Committee shall keep full written records and accounts of its proceedings and transactions. All actions of the Executive Committee shall be reported or mailed to the Board of Directors within thirty days or at the next Board meeting, whichever is sooner.

   Section 4  Meetings of the Executive Committee shall occur as many times as may be necessary to carry out the business outlined in Section 1 of Article VI. Special meeting so the Executive Committee may be called at any time by a request of one-half or more of the members of the committee.

   Section 5  A quorum of the Executive Committee shall be all of its members. A unanimous vote of the members present shall be required for the approval of any action.

   Section 6  A member of the Executive Committee may be removed from the Committee without terminating the membership of the organization with which member is affiliated by a majority vote of the Board of Directors for the two following reasons:  three consecutive absences or violation of theses bylaws.

   Section 7  In the event a vacancy occurs on the Executive Committee, the Board of Directors shall elect a successor to fill the vacancy.

ARTICLE VII – STANDING COMMITTEES

   Section 1  There shall be two Standing Committees:  (1) Advocacy Committee; and (2) Nominating Committee.

   Section 2  Each Standing Committee will consist of three voting members. The Nominating Committee shall be appointed by the President within 3 months prior to the annual meeting. The Advocacy Committee will also be appointed by the President for a one year period of time.

   Section 3  Each Standing Committee shall elect its own Chairperson.

   Section 4  Special Task Forces. Task Forces may be formed at the discretion of the President and shall exist for the duration of the project for which the task force was formed.

ARTICLE VIII – RELATIONSHIPS

   Section 1  AGEnet shall maintain a close working relationship with the Alaska Commission on Aging for the most effective operation of the Senior Programs in compliance with federal regulations.

   Section 2  AGEnet shall maintain an active relationship with appropriate training and technical assistance organizations.

   Section 3  AGEnet shall be open to relationships with appropriate federal, regional, state municipal, and local programs for the elderly and shall cooperate with them in all ways that are mutually beneficial.

ARTICLE IX – MEMBERSHIP DUES

Dues for voting members shall be $75.00 for individuals (Associate members), $125.00 small agencies, and $225 for large agencies annually. Dues are payable on or before September 30th annually. “Large agencies” shall be defined as those agencies, companies or organizations with an annual budget of $1 million or greater.

         ARTICLE X – FUNDS OF THE ASSOCIATION

Section 1  Monetary grants from the federal government or any other governmental or private entity shall be maintained as a separate account and shall not be combined with any other funds of AGEnet.

Section 2  The financial records of AGEnet shall be audited at such time and by such auditors as the Board of Directors shall determine, or upon request of the department involved.

Section 3  Checks of AGEnet funds may be made or drawn on the signature of  the Treasurer, provided that the checking account statements are presented for approval to the Board of Directors at their regularly scheduled meetings.

ARTICLE XI – AMENDMENTS

 Section 1 These bylaws may be amended by return of ballot within the time frame of two weeks to the Secretary provided that the proposed amendment is presented in writing to the membership with the ballot.

 Section 2 A two thirds (2/3) majority of votes by the members responding shall be required to change a bylaw.

           ARTICLE XII – FISCAL YEAR

The Fiscal Year of AGEnet shall be July 1st through June 30th of the following year.

 ARTICLE XIII – PARLIAMENTARY AUTHORITY

All parliamentary procedures not covered in these bylaws shall conform with Robert’s Rules of Order.

Originally Approved January 8, 1980

Amended September 12, 1985

Amended February 16, 1993

Amended June 27, 1996

Amended September 4, 1998

Amended June 30, 2006

Amended August 1, 2016

Amended May 24, 2018

Amended October 15, 2020