BYLAWS

BYLAWS OF
ASSOCIATION OF PREMIER NANNY AGENCIES

A Household Staffing Alliance

Article 1
Name and Location

Section 1. Name – The name of this organization shall be the Association of Premier Nanny Agencies, a nonprofit corporation incorporated in the State of Texas

Section 2. Location –Offices of the Association shall be located in Austin, Texas.  The organization may have other offices, either in Texas or elsewhere as the Board of Directors may determine are necessary, or as the affairs of the organization may require from time to time.

Article 2
Purposes

Section 1. Purpose – The purpose of the Association of Premier Nanny Agencies, a Household Staffing Alliance shall be to serve as the principal advocate and leadership organization for individuals and businesses engaged in referral of childcare providers and household staff.

Section 2. Objectives – The objectives of the Association are:

2.1 To support professionalism in the referral of child care providers and household staff.

2.2 To develop and maintain high ethical and professional standards of service and conduct among its members.

2.3 To provide an interchange of information and ideas among its members.

2.4 To acquire and disseminate information relative to the functions and accomplishments of child care and household staffing referral agencies.

2.5 To provide effective representation for its members in relationships with government, business, and industry on issues which properly fall within the purview of the Association.

2.6 To identify and provide services which its members need and desire.

Article 3
Membership

Section 1. Eligibility for Membership
Sole proprietors, partnerships and corporations engaged in the referral of child care providers and household staff who are legally authorized to work in the United States (excluding individuals who are participating in US State Department J-1 cultural exchange programs), and which meet the requirements of the bylaws and such other requirements as the Board of Directors may establish, shall be eligible for membership in the Association.  Excludes all job listing services.

Section 2. Active Membership – Voting membership in the Association shall be limited to sole proprietors, partnerships and corporations which have been engaged in the referral of child care providers and household staff for a minimum of three years.

Section 3. Sponsor Members – Those companies (excluding on line job listing services) who support Association objectives.

Section 4. Application and Approval of Membership – Any individual or business eligible for membership under these bylaws may be approved for membership on written application in accordance with the bylaws and procedures as may be adopted by the Board of Directors.

Section 5. Censure or Expulsion – Members of the Association may be censured or expelled for cause.  Sufficient cause for such censure or expulsion from membership shall be a violation of these bylaws, any rule or practice duly adopted by the Association, or any other conduct prejudicial to the interests of the Association.  Censure or expulsion shall be by the affirmative action of the majority of the Board of Directors. The Board of Directors shall have such authority and power as may be necessary to adopt rules and policies relative to the procedures to be followed to implement this section of the bylaws.

If an agency’s membership is revoked or denied, the agency is not permitted to display or publicly reference their APNA membership, logo or Agency of the Year award (if applicable) on any collateral, website, or other company materials.  If agency does not renew membership but leaves in good standing, they may still continue to display their Agency of the Year award (if applicable).

Section 6. New Ownership – If a new owner purchases an agency which was an APNA member, they have one year to reapply for membership.

If the agency is denied membership, the agency will need to remove the APNA logo, Agency of the Year award (if applicable), and/or any reference to APNA.

Article 4
Dues

Section 1. Dues – Annual dues and fees for members of the Association and payment shall be due within 30 days of invoice.

Section 2. Delinquency and Cancellation –If payment is not made with the next succeeding 30 days, Agency will be dropped from membership and thereupon forfeit all rights and privileges of membership, unless such suspension, at the request of the member, is waived by the affirmative action of the Board of Directors.

Section 3. Refunds – No dues shall be refunded to any member whose membership terminates for any reason.

Article 5
Meetings

Section 1. Annual Meeting – The Annual Meeting of the Association shall be held at a time and place to be designated by the Board of Directors.

Section 2. Quorum – A majority of those in attendance at any meeting of the Association shall constitute a quorum for the transaction of business at the meeting.

Section 3. Notice of Meeting – Written notice of any meeting of the Association at which official Association business is to be transacted shall be e-mailed to the last known e-mail address of the member not less than ten days or more that forty days before the date of the meeting.

Section 4. Voting – At all meetings of the Association each active member shall have one vote, and may take part and vote in person only.  Unless otherwise specifically provided by these bylaws, a majority vote of those active members present and voting shall govern.

Section 5. Voting by E-Mail – Proposals to be offered to the members for an e-mail vote shall first be approved by the Board of Directors.  On any e-mail vote, there will be a minimum quorum of 5 board members for vote to take place and the majority rules.

Section 6. Cancellation of Meetings – The Board of Directors may cancel any annual meeting for cause.

Article 6
Board of Directors

Section 1. Authority and Responsibility – The activities and affairs of the Association shall be conducted and all corporate powers shall be exercised by or under the direction of the Board of Directors.  The Board may adopt such rules and regulations for the conduct of its business as shall be deemed advisable, and may delegate certain of its authority and responsibility to the Executive Committee.

Section 2. Number – The Board of Directors shall consist of a minimum of 7 members and a maximum of 11 members and shall include the officers of the Association.

Section 3. Term of Office – Directors shall be elected for two year terms.

Section 4. Meetings – The Board of Directors shall meet at least once per year at such time and place as the President may prescribe.  Special meetings of the Board may be called at any time by the President or any four members of the Board with 14 days notice. Notice of special meetings shall contain a statement of the purpose of such meetings and the business shall be confined to such items, except upon approval by a majority of the Board.

Section 5. Quorum – At all meetings of the Board, 5 members shall constitute a quorum.

Section 6. Voting – Voting rights of a Director shall not be delegated to another nor exercised by proxy.

Section 7.  Voting by Snail or E-Mail – Action taken by a mail ballot of the members of the Board of Directors, in which at least a majority of such Directors in writing, indicate themselves in agreement, shall constitute a valid action of the Board.

Section 8. Telephone Meetings – Subject to the provisions of these bylaws regarding notice and quorum, members of the Board of Directors may participate in, and hold a
Board meeting, by means of a conference telephone call.  Participation in a telephone conference call meeting shall constitute presence in person at such meeting.  Minutes of meetings held by telephone conference will be taken as in the case for any other Board meeting.

Section 9. Action Without Meeting – Any action required or permitted to be taken by the Board may be taken without a meeting, if all members of the Board shall individually or collectively consent. Such consent shall be filed with the minutes of the proceedings of the Board.  Such action by consent shall have the same force and effect as a unanimous vote of the directors.

Section 10. Nomination and Election of Directors – The Board of Directors shall formulate reasonable nomination and election procedures for Directors of the Association.

Section 11. Vacancies – Vacancies in any Board position may be filled for the balance of the term thereof by the Board of Directors.

Section 12. Removal – At its discretion, the Board of Directors may remove any Director for cause by a two-thirds vote of all its members.

Section 13. Compensation – Directors and elected officers shall not receive compensation for their services, except that the Board of Directors may pass a resolution providing for reimbursement of reasonable expenses for attendance at each regular meeting of the Board.

Article 7
Officers

Section 1. Officers – The officers of the Association shall be the President, Vice President, Secretary, Treasurer and immediate Past President.  The Board of Directors, at its discretion, may elect two co-presidents to share the duties of the President.

Section 2. Term of Office – Each officer shall take office upon election and shall serve for a term of one year and until a successor is duly elected, except that the President, or Co-Presidents, shall serve a term of two years.

Section 3. Qualifications for Office – Any active member in good standing shall be eligible to serve as an officer of the Association.

Section 4. Nomination and Election of Officers – Officers shall be elected by the Board of Directors.

Section 5. Vacancies – Vacancies in any office, with the exception of President, may be filled for the balance of the remaining term by the Board of Directors at any regular or special meeting.  In the event of a vacancy in the office of President, the Vice President shall complete the term.

Section 6. Removal – At its discretion, the Board of Directors may remove any Officer for cause by a two-thirds vote of all its members.

Section 7. President or Co-Presidents – The President shall be the chief elected officer of the Association and shall preside at meetings of the Association, the Board of Directors and the Executive Committee.  The President shall also, at the annual meeting of the Association, and such other times as deemed proper, communicate to the members of the Association, or to the Board of Directors, such matters and make such suggestions as may tend to promote the welfare and increase the usefulness of the Association, and shall perform such other duties as are necessarily incident to the office of President or as may be assigned by the Board of Directors.  In the event the Board of Directors chooses to divide the responsibilities of the President between two Co-Presidents, it shall be the responsibility of the Co-Presidents to agree on a division of labor and inform the Board of Directors, in writing, of such division of responsibilities.

Section 8. Vice President – The Vice President shall perform the duties of the President in the event of her or his inability or refusal to act, and shall be responsible for such duties as are individually assigned by the Board of Directors.

Section 9. Secretary – The Secretary shall be in charge of the Association’s records.  She or he shall record minutes of the meetings of the Association, the Board of Directors and Executive Committee, and shall see that all notices are duly given in accordance with the provisions of these bylaws.

Section 10. Treasurer – The Treasurer shall be in charge of the Association’s funds.  As Treasurer she or he shall have established proper accounting procedures for the handling of the Association’s funds and shall be responsible for keeping of the funds in such banks, trust companies and/or investments which as are approved by the Board of Directors.  The Treasurer shall report on the financial condition of the Association at all meetings of the Board of Directors.

Section 11. Immediate Past President – The Immediate Past President shall perform such duties as may be assigned by the President or Board of Directors.

Article 8
Committees

Section 1. Executive Committee – The Executive Committee shall be comprised of the officers of the Association, and shall have the power to act for the Board of Directors and the Association between meetings of the Board of Directors.  The Secretary of the Association shall keep minutes of the meetings of the Executive Committee and shall distribute such minutes of the Board of Directors in a timely fashion.

Section 2. Committees – The President, subject to the approval of the Executive Committee, shall appoint such standing or special committees or subcommittees as may be required by these bylaws, or as the President may find necessary appropriate.

Article 9
Miscellaneous

Section 1. Fiscal Year – The fiscal year shall be determined by the Board of Directors.

Section 2. Use of Funds and Dissolution – The Association shall use its funds to accomplish the objectives and purposes specified in these Bylaws and no part of its funds shall inure, or be distributed, to the members of the Association.  In the event of dissolution of the Association, any funds remaining shall be distributed to one or more regularly organized and qualified professional societies, trade associations, charitable, educational or philanthropic organizations to be selected by the Board of Directors.

Section 3. Indemnification – The Association shall indemnify and hold harmless, to the full extent permitted by law, any person who is or was a director, officer, employee or agent of the Association or who is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust or other enterprise.  In addition, the Association may purchase and maintain insurance on behalf of any such persons against any liability in performance of the official duties of the Association, limited and restricted to coverage afforded by such insurance, unless otherwise approved by the Board of Directors.

Section 4. Bonding – Any person entrusted with the handling of funds or payments of the Association, at the discretion of the Board of Directors, shall obtain and maintain a fidelity bond at the cost of the Association.

Section 5. Waiver of Notice – Whenever any notice is required under provisions of the Texas Nonprofit Corporation Act as amended or under provisions of the Articles of Incorporation or the bylaws of the Association, 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 the equivalent of giving such notice.

Article 10
Amendments

The bylaws may be amended, repealed or altered, in whole or in part, by a two-thirds vote of the members of the Board of Directors, or by mail ballot conducted in accordance with procedures adopted by the Board of Directors.

April 2012, the Board revised and adopted the Ethics complaint process as follows:

The Alliance of Premier Nanny Agencies Ethics Program

The APNA Ethics Program is based on the bylaws of the association, established in 1993. This is the section of the by laws concerning Ethics: Section 5. Censure (Warning) or Expulsion – Members of the Association may be censured or expelled for cause. Sufficient cause for such censure or expulsion from membership shall be a violation of these bylaws, any rule or practice duly adopted by the Association, or any other conduct prejudicial to the interests of the Association. Censure or expulsion shall be by the affirmative action of the majority of the Board of Directors. The Board of Directors shall have such authority and power as may be necessary to adopt rules and policies relative to the procedures to be followed to implement this section of the bylaws.

Ethics/ Complaint Process

Anyone who has reason to believe and evidence to prove that a member agency is conducting business in a manner contrary to the Standards of the Association can register a complaint with the Ethics Committee.  The APNA process for handling complaints is modeled after the Better Business Bureau (BBB) process.  The Better Business Bureau conducts the complete process on line and is able to be viewed by anyone.

 

How Does the APNA Process Differ from the BBB?

APNA maintains confidential files of all correspondence relating to the complaint.  Only the parties involved and the Board of Directors are privy to the information. If a complaint is investigated by the Ethics Committee and does not result in any action being taken, the Ethics Committee submits that report at the next regular Board Meeting and the report is entered into the meeting notes.  Minutes from APNA Board Meeting can be viewed by current board members only. Emails or parts of e-mails received during the ethics investigation may be forwarded to the involved parties at the discretion of the Ethics Committee.

The APNA Complaint Process:

1. Anyone wishing to register a complaint is directed to the Ethics Committee’s online Complaint Form.
2. The Ethics Chairperson receives the Complaint Form and reviews the complaint.
3. The Ethics Chairperson sends an e-mail to the member agency involved and may choose to send all or part of the     complaint.
4. Agency sends an e-mail to the Ethics Chairperson within 10 business days of receiving the original email.
5. Ethics Chairperson conducts an evaluation of  all of the facts involved, which may include sharing all or part of the agency’s response with the complaining party.
6. Ethics Chairperson, along with committee members and the President of the Association, decides if additional action is taken, which may include further contact with either or both parties involved.  The Ethics Committee may recommend that the Board of Directors consider warning or revocation of the agency’s membership in the APNA.

What Would be a Reason to Register a Complaint to the APNA Ethics Committee?

Listed below are some, but not all, of the possible reasons to submit a complaint to the Ethics Committee.

  1. Unseemly conduct in interaction between:
    A member agency and their client or prospective client
    A member agency and their current or prospective nanny or service provider.
    A member agency and any another agency member.
    A member agency and any other allied business in the industry.
  2. Unseemly conduct is defined as:
    Making a slanderous accusation.
    Using profanity, either verbally or in written correspondence.
    Defaming the association.
    Failure to represent the ethical standards of the association.
    Deceptive practices on line.
  3. Misuse of the proprietary information of one member agency by another
    Theft of proprietary materials.
    Exact copying of verbiage in marketing or promotional material, including misuse of work product.
    Use of proprietary information without first receiving permission.
    (This does not include published material in blogs or newsletters posted on the Internet).
  4. Abuse of the financial obligation:
    Failure to adhere to the terms and conditions of their agency’s agreement.
    Charging a credit card without the client’s permission.
    Failure to promptly refund any unauthorized charges.

What Would NOT be a Reason to Make a Complaint to the APNA Ethics Committee?

Each member agency is responsible for creating and managing their contractual agreements with both clients and nannies or service providers.  APNA will not intercede or impose any penalty on any member agency who is in compliance with their own contractual obligations.

How is a Complaint Made to APNA?

A Complaint is registered by completing the APNA Member Complaint Form here:

This Complaint Form must be complete in order to register a formal complaint against a current member of the Association of Professional Nanny Agencies. All complaints will be investigated by the Ethics Committee.  All or part of the complaint may be shared with the current member agency involved during the process of investigating the complaint.
Anonymous complaints will not be considered.

How Long Does the Process Take?

The Ethics Committee’s goal is to resolve all complaints within thirty (30) days. While every effort will be made to conduct an unbiased review, member agencies that do not respond in a timely manner may be subject to censure or revocation of membership due to non-responsiveness.

What Happens After a Complaint has been submitted?

  1. The Ethics Chairperson e-mails the member agency to inform them of the complaint and requests a response within 10 days
  2. The Ethics Committee carefully reviews all information submitted, and makes a recommendation as to what action  should be taken to resolve the matter.
  3. The Ethics Committee will be in communication with the person who registered the complaint both during the process and will report to them the outcome of its investigation.
  4. The Ethics Committee, upon completing its investigation, may seek the recommendation of the Board if the matter is deemed a serious breach of APNA Standards.  In this case, the following would occur:
    •The Ethics Committee would present their findings to the Board.
    •Any penalty imposed by the Board will be done so by a majority vote of the Board during a Board Meeting or in a telephone conference call.

 4a. The agency may receive a warning:

It is the discretion of the Board of Directors to decide on a warning appropriate with the findings of the complaint.

 4b. The agency may have their members revoked.  If an agency’s membership is revoked, the following actions are taken:
•All marketing materials, including web sites, must be modified to reflect the change in status within 10 days after membership is revoked.
•No portion of the membership annual fees will be refunded
•Member agency must wait two years before reapplying. The reapplication will involve a review by the  Membership committee and Ethics Committee and is followed by a decision rendered by a majority vote of the Board of Directors.

All information concerning any member agency is kept strictly confidential and will not be discussed with other agencies or non- board members.

April, 2012 the Board adopted the revised standards and definitions as follows:

APNA STANDARDS OF ETHICS AND BUSINESS PRACTICES

 APNA is a regulated membership organization that establishes standards in the nanny and household staffing industry.  APNA member agencies have their contracts, applications and business practices scrutinized by peers to ensure that only the best agencies bear the APNA seal.

ETHICAL STANDARDS

At all times, members must maintain high standards of professional conduct and integrity.  All member agencies are expected to do the following:

  • Offer assistance and accurate information so that clients and candidates can make informed choices about entering into mutually beneficial employment arrangements.
  • Respect confidential relationships and information of clients and candidates.
  • Resolve conflicts and disputes promptly and fairly.
  • Provide friendly, courteous service.
  • Maintain and improve professional knowledge, skills and competence on a continual basis.
  • Obey all state and federal laws and regulations applicable to household staffing referral and placement.
  • Respect the contribution, proprietary materials and job placements of other agencies, colleagues and associates in the field of household staffing and strive to promote professionalism in the household staffing industry.
  • Maintain professional liability insurance coverage.

REQUIRED BUSINESS PRACTICES

During the placement and referral process, member agencies must:

  • Interview each client to determine their childcare or home staffing requirements. Provide an application as needed.
  • Execute a written agreement between the agency and the client which defines agency services and specifies the agency’s fees and refund or replacement policy.
  • Supply information or resources regarding local, state, and federal requirements for household employers, such as payroll, tax, wage and labor laws.
  • Provide a sample written employment agreement that defines the terms of working conditions to be negotiated between the candidate and the client.

Candidate application and screening process should include, at a minimum:

  • A thorough candidate application.
  • Proof that candidates are legally authorized to work in the United States.
  • An interview of all job candidates.  ( In-person for local candidates).
  • Reference checks for candidates to include: childcare, and/or employment, and personal references.
  • A background check on candidates in localities in which the candidate has resided and/or worked for a specific number of years, including a check of criminal and motor vehicle records if driving is required.  Specific details of checks provided and the results of those checks should be fully disclosed.

Interaction with candidates during the placement and referral process must include:

  • A written agreement, provided to the candidate detailing any applicable fees and/or agency services.
  • Information about household employment laws, payroll taxes and current job market conditions.
  • Fair and honest representation.
  • Careful selection of job opportunities that match the candidate’s skills and experience.
  • Assistance negotiating an employment agreement that defines the working conditions between the candidate and the employer.
  • Support and guidance throughout the hiring process and post placement.

APNA standards defined

APNA Members must strive to meet these standards in all areas of their business practice.

Each agency must determine their compliance based on a) their business model and b) laws that govern their state.  For example, while the standard is to interview candidates in person, an agency placing nationwide will need to make modifications.  This modification is acceptable as long as best practices are delivered.

General business behavior:

All APNA agencies should:

  • Deliver the highest level of customer service possible, with every interaction.
  • Under promise and over deliver
  • Handle incoming calls whenever possible by a live person.  Answer online inquiries promptly, preferably the same day.
  • Employ staff well informed about the agency’s policies and procedures who are able to direct inquiries appropriately.
  • Invest in professional development by attending industry conferences and seminars to improve skills and stay current on issues that affect our industry.
  • Have access to legal counsel, and have proper insurance in force consistent with the laws in their city and state.
  • Be well informed and become an advocate for compliance with laws that apply to household employment. ALWAYS encourage those you serve to obey the laws by educating and providing resources.
  • Be mindful that you are setting an example to agencies (across the country)
  • Show support for your fellow agency owners by engaging in the following behavior:
    • Never speak badly about a competitor
    • Never copy the materials or ideas of others
    • Collaborate whenever possible
    • Encourage excellence and celebrate it

Required business practices:

Client Profiling & Needs Assessment:

All APNA agencies should:

Have a comprehensive job order intake process handled by a live person.

Educate the client in the following areas:

  • Local market conditions as they relate to the job they are trying to staff.
  • Current laws governing household employers that apply to their situation.
  • Payroll taxes, employer tax breaks, potential non-taxable benefits, worker’s compensation insurance
  • Benefits/ Compensation packaging including paid time off, health insurance, education assistance.  Helping the client to leverage these benefits to attract the best candidates to the job, and reduce turnover.
  • Present job opportunities honestly and fairly.

Candidate Screening:

1) Interview candidates in-person and collect an application that will provide the agency with:

  • 10 year employment history (where applicable)
  • A thorough understanding of skills and desires.
  • Job search specifications
  • A written agreement between agency and candidate outlining expectations and fees if applicable.

2) Conduct a thorough evaluation of references and verify information on the application to include:

  • All household employment references should undergo an interview in order to evaluate all areas of the candidate’s performance
  • Verify education and degrees
  • Verify all employment of past 10 years as applicable (household and other)
  • Personal references as applicable

3) Background checks should include:

  • Social security check
  • DMV report
  • Felony and misdemeanor convictions
  • National Sex Offender check
  • Fingerprint clearance if required.
  • Online presence check

4) Health and Safety requirements:

  • Infant, child CPR/ First Aid certification
  • Verification of applicable health screening, such as current TB test, pertussis vaccination.

Candidate Representation:

All APNA agencies should:

  • Present candidates to jobs that match their skills and desires.
  • Present all candidates in a fair and consistent manner in compliance with anti-discrimination laws.
  • Present candidates without use of photos of prior to interview with client.
  • (In all long term referrals) assist in the creation of a written agreement that outlines terms of employment, job duties and expectations for both employer and employee.
  • Be available to provide competent compassionate support throughout the search process and post-hire.

Job Offer/ Employment Agreement:

All APNA agencies should:

Craft and execute an employment agreement that ensures legal protection, saves time and money and reduces misunderstandings and turnover to include:

  • Job duties
  • Work schedule
  • Compensation
  • Benefits
  • “What if” scenarios
  • Termination

Post – Hire resources:

All APNA agencies should:

Take a genuine interest in supporting both clients and candidates beyond the placement to include:

  • Conflict resolution
  • Review/raise assistance
  • Communication/management tips
  • Communicate changes in applicable tax or labor laws.
  • Providing ongoing education and training or resources

Disclaimer:

1.  ApNA recommendations are not intended to be and do not constitute legal advice

2. Member agencies should refer to private legal counsel, especially a labor and employment attorney, regarding any and all labor and employment questions. 

The APNA Seal
Look for the APNA seal. Only the most professional Nanny Placement Agencies in the country belong to the Association of Premier Nanny Agencies.
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