A Household Staffing Alliance
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.
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.
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. Member agencies must be privately owned and the owner/operator must have majority control.
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 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.
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.
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.
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.
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 two years 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.
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.
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.
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 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.
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.
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.
Listed below are some, but not all, of the possible reasons to submit a complaint to the 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.
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: (1) All marketing materials, including web sites, must be modified to reflect the change in status within 10 days after membership is revoked; (2) No portion of the membership annual fees will be refunded; and (3) 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 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.
At all times, members must maintain high standards of professional conduct and integrity. All member agencies are expected to do the following:
During the placement and referral process, member agencies must:
Candidate application and screening process should include, at a minimum:
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.
Have a comprehensive job order intake process handled by a live person. Educate the client in the following areas:
1) Interview candidates in-person and collect an application that will provide the agency with:
2) Conduct a thorough evaluation of references and verify information on the application to include:
3) Background checks should include:
4) Health and Safety requirements:
All APNA agencies should:
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:
All APNA agencies should: Take a genuine interest in supporting both clients and candidates beyond the placement to include:
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.