Alaska Deaf, Hard of Hearing, and Deaf-Blind Council, Inc.

By-Laws of By-Laws of Alaska Deaf, Hard of Hearing, and Deaf-Blind Council, Inc. (ADHHDBC)

(with amendments through August 2008.)

Article I

Name

1. The name of this organization shall be the Alaska Deaf, Hard of Hearing and Deafblind Council, Incorporated, hereafter referred to as ADHHDBC.

Article II

Not-for-Profit

1. ADHHDBC, Inc. shall be a not-for-profit corporation doing business in the state of Alaska.

Article III

Purpose

The purpose of the organization shall be:

1. Provide a statewide information clearinghouse and services referral center for issues affecting the Deaf, hard of hearing, and Deafblind;
2. Provide enhanced visibility within communities of Alaska communities of Deaf, hard of hearing, and Deafblind individuals;
3. Provide resources and information to providers of professional services to the Deaf, hard of hearing, and Deafblind;
4. Provide centralized advocacy resources and information about issues of significance to the Deaf, hard of hearing, and Deafblind; and
5. Promote and empower Deaf, hard of hearing, and Deafblind consumers in order to achieve the highest quality of life possible in communities of Alaska.

Article IV

Membership

• Section 1. Active membership. Any person living in the State of Alaska may become an active member of ADHHDBC after an annual payment of ADHHDBC dues.
• Section 2. Associate membership. Any person or organization not a state of Alaska resident who wishes to join and pay membership dues may do so and have all privileges of an active membership with the exception of holding office, the position of the National Association of the Deaf (“NAD”) Delegate(s), or trustee.
• Section 3. Affiliate membership. Any association, organization, corporation, trust or club in the state of Alaska shall be eligible to become an Affiliate by paying membership dues.  They shall have all privileges of an active member with the exceptions of holding office, holding the positions of the National Association of the Deaf (“NAD”) Delegate(s), trustee, or voting in any board meeting matters involving financial matters.
• Section 4: Dues Annual membership dues run from January 1 through December 31 of each year. Annual membership dues in the amount designated by the active members in conference shall be paid to the ADHHDBC Treasurer. Persons 60 years or older may pay reduced membership dues.

Article V

Board of Directors

• Section 1. Schedule of Meetings. The Board shall meet at least quarterly with the date, time, and location determined by the Board. The Board may have emergency meetings by correspondence if all Board members consent in writing. Emails, faxes, and instant messages are accepted as writings to satisfy this section. Any motions in correspondence meetings cannot pass except by 2/3 vote.
• Section 2. Attendance and removal. Attendance at Board meetings is expected of all Directors. If a Director is absent without good cause from two consecutive meetings, the Secretary shall contact the member and ask him or her to resign. If the member fails to respond or attend the next meeting, the Board will vote at that and each subsequent meeting the member misses whether or not to remove the member. The Secretary will notify the member of the results, and, if forced to vacate, the Secretary will arrange to have the position filled within a reasonable period of time under Section 12 of Article V. A vote for removal must pass by 3/5 of the full Board.

• Section 3. Tenure. Regional Board members shall serve two-year terms but may only serve two consecutive full terms (four-year maximum).
• Section 4. Community Resources. The Board of Directors shall utilize people and resources from the larger community at their discretion.
• Section 5. Policy and Goals. The Board of Directors shall set policy and goals for the implementation of program activities of ADHHDBC in accordance with the organization's stated purpose.
• Section 6. Limitations. Members of the Board shall not be part of any paid staff of any project of ADHHDBC.
• Section 7. Compensation. Directors as such shall not receive any stated salaries for their service, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be construed to preclude any Director from serving the Council or any other capacity and receiving compensation therefor.
• Section 8. Hiring Personnel and Finances. The Board shall govern and be responsible for the operation of the corporation. The Board may employ personnel and receive and expend funds.
• Section 9. Committees. The Board may delegate responsibilities to committees and may establish standing or ad hoc committees as the Board determines are necessary to manage the affairs of ADHHDBC. Formation of committees shall be by simple majority vote of the Board. The President shall appoint the chair of each committee, but if any member objects, approval by the Board shall be required by simple majority vote. Committee chairs shall report at regular meetings of the Board, and to the President or his/her designee at any time upon request. Committee reports at regular meetings shall be in writing unless the Board declares otherwise.
• Section 10. Quorum. A simple majority of current Board members shall comprise a quorum at Board meetings.
• Section 11. Executive Committee. An Executive Committee formed of the elected officers of the Board of Directors shall be authorized to conduct the business of the organization on those occasions where business decisions must be made and a timely meeting is not scheduled. Decisions made by the Executive Committee shall be ratified by the Board of Directors at its next scheduled meeting.
• Section 12. Vacancies. When vacancies in regional seats occur on the Board of Directors, the Board shall make every attempt to fill the vacancy from the same region as represented by the former member. If the vacancy cannot be filled by a perosn from the same region within ninety days, the Board may fill the vacancy as best meets the needs of the Board. The new Board member shall serve out the term of the Board member he or she replaced.
• Section 13. Honorary Board Members. The Board may, at its discretion, create Honorary Board Member positions. Honorary Board Members serve at the pleasure of the Board and shall not have voting privileges.
• Section 14. Resignation. Any member desiring to resign from the Board shall submit his or her resignation in writing to the Secretary, who shall present it to the Board for action.
• Section 15. Incapacitated by Circumstances Beyond a Member's Control. If a Board Member is incapable of completing their term the Board will fill the position for the remainder of the term.
• Section 16. Voting rights. Only Board members shall have the right to second, invoke parliamentary procedures at meetings, the right to vote and other powers by operation of law. Proxy voting is not permitted. Absentee voting is allowed, but prior notice of the matter to be voted on must be given, and the absentee vote shall count only if the matter was not amended or otherwise altered after such notice. Guests at meetings shall be permitted to participate as stated in Article IV, Section 1.

Article VI

Governance

• Section 1. The officers of this ADHHDBC shall be the President, the Vice President, Secretary, and Treasurer. The President, Vice President, Secretary and Treasurer shall constitute the Executive Committee.
• Section 2. The ADHHDBC shall be governed by a Board of Directors, consisting of the Executive Committee, and Regional Members at large. Each Regional members are Northern, Southwestern, Southeastern and Southcentral. The Board of Directors shall consist of not less than seven nor more than fifteen members, who shall serve pursuant to these By-Laws. This shall be known as the Board.
• Section 3. The Board shall have the general management of the financial and other affairs of the ADHHDBC. It shall hold at least four board meetings between conferences. The Board shall have the power to use the General Fund of the ADHHDBC for purposes intended to promote the interest of the ADHHDBC and its membership.
• Section 4. During the President's absence from any meeting temporarily due to illness or conflict of schedules, the Vice-President shall serve as President pro-tem. In case of the President's inability to perform his duties by reason of resignation, by living out of state for three months, or by any unforeseen circumstances, the Vice-President shall automatically become President and serve out the remainder of the term.
• Section 5. The Board shall have the power to fill any vacancy occurring on the Board until the next regular conference. Such vacancy shall occur by resignation, by living out of state for three months, or by any unforeseen circumstances. Any eligible person to be appointed to fill a vacancy position shall be an active member of this ADHHDBC for the two (2) preceding calendar years of the vacancy and is a resident of Alaska.
• Section 6. Any Officer, Member-at-Large, Regional Members, who has been absent from three consecutive Board meetings shall be determined by the Board as to whether his or her position has officially become vacant.
• Section 7. The Board or at least ten (10) non-board members of the ADHHDBC shall have the power to call a special conference of all the members of the ADHHDBC, including Board members. The Board also shall have the power to postpone or cancel an annual conference whenever, in its judgment, circumstances call for such action.
• Section 8. A simple majority of the Board members shall constitute a quorum for the transaction of business.
• Section 9. In case the Board is unable to hold a meeting, a vote by an appropriate rapid-communication method including but not limited to, postal mail, email, TTY or website communications where a record is made of the communications and a record is made of the voting upon questions presented shall be allowed in the following manner: the President shall submit the question to all members of the Board, and the question shall be seconded and each member shall notify the Secretary whether he/she votes for or against such question. A copy of all communications and voting records made shall be kept by the Secretary.  The Secretary shall give the information to the President.  The Secretary shall ensure that the results are reported at the next board meeting and entered into the Board minutes.
• Section 10. The Board may create and authorize a temporary or Ad Hoc committee as it deems necessary.
• Section 11. The Board shall carry out duties as outlined in the ADHHDBC Administrative Code Notebook as well as in the bylaws.

Article VII

Duties of Executive Committee

• Section 1. The Executive Committee has the power to convene in order to make plans and goals, to draft any proposal to the Board for action and to act on any emergency crisis.
• Section 2. The Executive Committee shall have the authority to review recommendations from all committees before submitting their recommendations to the general paid members prior to the conference for approval.

Article 8

Duties of Officers

• Section 1. President. It shall be the duty of the President to preside at all conferences of the ADHHDBC, and at all meetings of the Board of Directors and Executive Committee to decide questions in dispute, subject to an appeal to the ADHHDBC by a two-thirds (2/3) vote; to appoint all committees not otherwise provided for; and to perform all of the usual duties within the scope of his/her office. The President is empowered to call emergency Board meetings without notice. The President shall serve as nonvoting member of all committees of the ADHHDBC except the Awards Committee and Trustee. The President is also empowered to manage any contracts that the ADHHDBC may have with other entities outside of ADHHDBC. The President shall also have the responsibility to manage the Awards and Nomination committees as outlined in the ADHHDBC Administrative Code Notebook.
• Section 2. Vice President. The Vice President shall be responsible for any matters reflecting the ADHHDBC. The Vice President shall serve as President in the absence of the President.
• Section 3. Secretary. It shall be the duty of the Secretary to keep a correct record of the proceedings of the Executive Committee, Board and Conference meetings of the ADHHDBC. The Secretary shall have control of all the records of the ADHHDBC, all books and papers pertaining to the ADHHDBC, excepting those in the immediate charge of other officers essential to their respective offices. He/she shall inform all Board members about forthcoming non-emergency Board meetings 30 days in advance. The Secretary shall coordinate with the Treasurer to maintain the ADHHDBC incorporation status with the State of Alaska in conjunction with the Corporation Registered Agent. The Secretary shall prepare and give the highlights of every board meeting to the ADHHDBC newsletter editor within 30 days after the end of each such board meeting. The secretary shall maintain the ADHHDBC Administrative Code Notebook containing the ADHHDBC Articles of Incorporation, bylaws, administrative policies and standing rules. The Secretary shall also ensure that copies of this notebook are updated and maintained by each officer of ADHHDBC. The Secretary shall manage record keeping and archives as stated in the ADHHDBC Administrative Code Notebook.
• Section 4. Treasurer.

  A. The Treasurer shall maintain the General Fund and any other funds not maintained by the Trustees of this ADHHDBC and shall keep an accurate account of all proceeds, revenues and expenses of these funds. This shall be known as the financial report.

  B. The financial report format shall contain income and expense category columns.

  C. 1. The Treasurer shall complete a semi-annual General Fund report ending December 31 and an annual report ending May 31 within one (1) week after these dates. Each semi-annual and annual report shall be audited by three auditors selected by the VPIE no later than January 15th and June 15th respectively except in case of conference in which case the annual report shall be completely audited no later than two days preceding the start of the conference. Each of these formal reports shall be readily available for the board, conference and Communications Committee. The Treasurer shall also be prepared to informally give any latest monthly statement of this Fund at any executive committee or board meetings. The Treasurer shall carry out other duties as outlined in the ADHHDBC Administrative Code Notebook.

  2. The audited reports shall be submitted to the communication committee for distribution through the newsletter and website.

  D. The Treasurer shall honor only such orders for the payments of monies as have been approved in writing by the President, Executive Committee, General Board or allowed by the previously approved budget. The Treasurer shall work cooperatively with the Vice President.

  E. The Treasurer shall select a Membership Coordinator with the approval of the Executive Committee. The Membership Coordinator shall manage the membership duties such as an up-to-date membership roll with addresses, notify all members on or before November 1 when their membership dues become due on the following January 1, receive all monies belonging to the ADHHDBC and give to the Treasurer. The Coordinator shall maintain a list of 25, 50, and 60-plus year members of this ADHHDBC which shall be readily shared with the President, Treasurer and Awards committee. The Coordinator shall manage Necrology matters as outlined in the ADHHDBC Administrative Code Notebook.

Article 9

Duties of NAD and Other Delegates

• Section 1. The delegate(s) and alternate(s) shall be selected by the incoming Board members at the first board meeting after each annual conference with the advice from the resigning executive committee.
• Section 2. The NAD Delegate(s) and/or alternate(s) shall represent the best interests of the ADHHDBC and carry out the instructions of the Board and ADHHDBC at NAD and NAD Region IV Conferences. The delegate(s) shall submit written reports to the Board no later than thirty (30) days after both conferences who in turn shall submit the same to the Communication Committee.
• Section 3. ADHHDBC shall send a delegate as per to NAD’s instructions.
• Section 4. The NAD Delegate Alternate(s) is/are to represent the ADHHDBC only when the Delegate(s) is/are unable to attend, or will be absent from Board, NAD conference, or NAD Region IV meetings.
• Section 5. ADHHDBC may send delegates to national hard of hearing and Deaf blind conferences

Article 10

Duties of Affiliate Representatives

• Section 1. Qualifications. To qualify for an affiliate membership, any prospective affiliate shall send a letter of interest to the ADC President for the Board's consideration and approval. The Affiliate shall:
• a. Provide copies of current registration of their Articles of Incorporation and their current By-Laws, which may be waived by the Board of Direcssssstors;
• b. Be a non-profit organization, association or club.

Article 11

• Section 1. The ADHHDBC shall have two separate funds, the General Fund and the Endowment Fund. The ADHHDBC may receive donations, grants or bequests which may be kept in a separate fund or funds for the purpose intended.
• Section 2. June 1 to May 31 shall be the fiscal year for the General and Endowment Funds.
• Section 3. The General Fund shall be primarily used for general expenditures within the approved budget authorized by the general membership of the ADHHDBC at a conference. The Treasurer may draw upon and expend up to one thousand dollars ($1,000.00) for any purpose not in the approved budget but subject to the Executive Committee’s approval. All annual membership dues and net proceeds from any conference or other ADHHDBC activities shall be deposited in the General Fund.
• Section 4. The Endowment Fund is held in trust and shall be managed by the ADHHDBC for the purpose of accumulating sufficient funds for:
• 1. Any expenditure that are to safeguard the rights and interests of Deaf, Hard of Hearing, and Deaf-Blind citizens in the State of Alaska;
• 2. All monies withdrawn or transferred from the Endowment Fund shall be used to benefit and further the ADHHDBC.
• The Endowment Fund shall not be used for any loan purpose.
• Section 5. All donations and bequests not specified by the general membership at a conference shall be deposited into the Endowment Fund. Unless otherwise decided by the general membership at a conference, all dividends and interest earned from investments, capital gains, and net proceeds from sales of securities shall be automatically reinvested into the Endowment fund.
• Section 6. No withdrawals or transfers of monies shall be made from the principal funds of the Endowment Fund without a two-thirds (2/3) affirmative vote by the general membership of the ADHHDBC at a conference or by a four-fifths (4/5) affirmative vote by each the Board of Directors and the Trustees. Withdrawals or transfers made from the current fiscal year’s accumulation of the Endowment Fund interest and dividend income shall not be allowed.
• Section 7. Up to thirty percent (30%) of the total amount of interest, cash dividends and capital gain distributions accumulated in the Endowment Fund during the preceding fiscal year may be transferred to the General Fund upon authorization by a vote of the entire Executive Committee.
• Section 8. All Endowment Funds that are withdrawn and deposited must be signed by the President and Treasurer.
  All General Funds that are withdrawn and deposited must be signed by the President and Treasurer.

Article 12

Travel Expenses

• Section 1. Regional and Executive Members of the Board shall be reimbursed for the cost of their travel expenses upon approval of the quorum of the board.

Article 13

Standing Committees

• Section 1. All names of the committee chairpersons shall be made available to the general membership upon request and published on the ADHHDBC’s website.  The President shall announce the names and post them on the website.
• Section 2. The President shall appoint committee chairperson(s) and assistant chairperson(s) of the committees.  The chairs that are selected should be members of this ADHHDBC, with special considerations to the geographical areas. The President shall announce the names of the committees and chairpersons to the Board. The Board shall approve by majority vote of all committee chairpersons appointments. The terms of all standing committee(s) shall expire at the end of the ADHHDBC regular conference.  Each committee shall put forth activities as stated below and in the ADHHDBC.
• Section 3. Each committee chairperson or his/her designee shall submit a written report to the President at least 30 days prior to each conference. Reports shall contain information of any expenditures of more than $200 of the allocated funds.

Article 14

Biennial Elections

• Section 1. To be elected for any office, eligible Deaf, Hard of Hearing, and Deaf-Blind members must be active members or has served on a committee of this ADHHDBC for the preceding calendar year of the election and be a resident of Alaska.
• Section 2. Candidates shall not be allowed to be elected to two (2) or more ADHHDBC officer positions
• Section 3. The election of officers shall be held the day preceding adjournment of the biennial conference unless otherwise decided. Trustees shall be elected for a two-year term.  All officers and regional members shall be elected by ballot and by a majority of the active members present and serve for a two (2) year term.
• Section 4. Trustees shall be elected separately by ballot and by a majority of the active members present and serve for a two (2) year term. The Board shall be responsible for submitting a recommendation of prospective trustees to the nomination committee at least fifteen (15) days before the biennial election.
• Section 5. The retiring officers shall be expected to bring all the business transactions, books and materials to the conference to pass on to the new officer.  If there is some unfinished business that needs to be done after the conference, then the retiring officer shall have up to a maximum of thirty (30) days to complete all their business transactions, money and books pertaining to the ADHHDBC.

Article 15

Annual Conferences

• Section 1. The Board of Directors shall convene annually at such place and on such date as may be determined by the Board of Directors in conference assembled with six (6) months advance notice. Such change in place and time, whenever made, must be announced to the membership not less than three (3) months in advance.
• Section 2. In case the ADHHDBC receives no bid for the next conference place and date, the Board of Directors shall then make such a decision and announce the same no less than six (6) months in advance.
• Section 3. The general paid members shall meet to transact business at the annual conference.

Article 16

Amendments

• Section 1. The Articles of Incorporation, by a three-fourths (3/4) vote, and the By-laws, by a two-thirds (2/3) vote, can be amended at a regular meeting by the active members present, provided that the amendment is submitted in writing to the Chairperson of the By-Law Committee at least sixty (60) days before the first day of the next meeting. The By-Law Committee will then send members the proposed amendments thirty (30) days before the conference
• Section 2. Unless otherwise specified, the Articles of Incorporation and the By-Laws, as a whole, including the amendments adopted at a regular conference shall immediately be in effect. The chair of the bylaws committee shall distribute a copy to each member by utilizing the most effective mass-communication method, including but not limited to, postal mail, email, or website, within sixty (60) days following the conference and also to new members who join at a later date.

Article 17

Parliamentary Authority

• Section 1. Robert's Rules of Order, Revised, shall be the Parliamentary Authority in all matters not answered in these By-Laws of this ADHHDBC.
• Section 2. The Board shall elect a Parliamentarian during the biennial elections.
• Section 3. Parliamentarian cannot hold a position on the Board.

Article 18

Dissolution

• Section 1. In the event this ADHHDBC is dissolved by formal action of a quorum of active members of the ADHHDBC, the remaining ADHHDBC assets shall be used to pay for or to provide for the debts and obligations of the ADHHDBC and the remainder shall be set over and assigned to the National Association of the Deaf in an escrow fund.
• Section 2. If the National Association of the Deaf is not in existence or does not qualify as a distributee of the Association assets, or is not willing or is not able to accept the distribution of the assets, the assets of the Association shall be distributed into a fund, foundation, corporation, organization or association for Deaf, Hard of Hearing, and Deaf-Blind which is organized and operated exclusively for the purposes as set out in the Section 501(c)(3) of the Internal Revenue Code of 1986 and had established its tax exempt status under the said Section. (As amended)