ADC Bylaws

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

(with amendments through May 10, 2003.)

Article I

Name

• 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

• 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

Meetings

• Section 1. Definition. Meetings of the organization shall be meetings of the Board of Directors. Voting members shall be those who are official members of the Board of Directors. The public shall be invited to attend meetings when reasonable. Guests may participate in discussion and make motions, but shall not have the powers to second, vote, declare point of order, or call for a vote. All other powers reserved in the Board.
• Section 2. Schedule of Meetings. The Board shall meet at least quarterly with the date, time, and location determined by the Board. The Board may have 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 unanimous vote.
• Section 3. 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.

Article V

Board of Directors

• Section 1. General Powers. The Board of Directors shall be authorized to conduct the business of the organization.
• Section 2. Number and Composition. The Board of Directors shall consist of not less than three nor more than eleven members, who shall serve pursuant to these By-Laws. One regional member shall be appointed from Southeast, one regional member from the Interior, one regional member from Anchorage, and the remainder shall be at large members appointed by the Board. It is the intention of these By-Laws that regional representation, cultural diversity, and consumer control be considered in the appointment of all Board members.
• 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

Officers

• Section 1. Officers. Officers of the Board of Directors shall consist of a President, Vice President, Secretary, and Treasurer.
• Section 2. President. The President shall be responsible to plan and conduct meetings, prepare agendas, appoint committee chairs as needed, and oversee the functions of other officers and committees. After the initial service of the first President of the Board, the President must have served at least one year on the Board.
• Section 3. Vice President. The Vice President shall serve as President in the absence of the President.
• Section 4. Secretary. The Secretary shall be responsible for keeping minutes at Board meetings and shall oversee mailing of minutes and Board meeting agendas. The Secretary shall also deal with all correspondence of the Board of Directors, as delegated by the Board President.
• Section 5. Treasurer. The Treasurer shall keep the financial records of ADHHDBC, Inc. and shall make regular reports to the Board.
• Section 6. Tenure. The Board shall elect officers at the first Board meeting held subsequent to the beginning of the state fiscal year. Officers shall be elected to serve two-year terms.
• Section 7. Elections. Officers shall be elected by ballot, and their term of office shall begin at the close of the meeting at which they are elected.
• Section 8. Limitations. No member shall hold more than one office at a time.

Article VII

Nominations

• Section 1. Nominations Committee. The Board of Directors shall have a standing Nominations Committee.
• Section 2. General Responsibilities. The Nominations Committee shall solicit and review applications from appropriate individuals interested in and available to serve on the Board of Directors. The Nominations Committee, at the request of the Board, shall bring forward candidates for Board appointment, which will meet current requirements of the organization.
• Section 3. Quorum. New members shall begin serving on the Board at the next Board meeting following appointment by a simple majority vote of the Board.

Article VIII

Parliamentary Authority

• Section 1. Robert's Rules of Order. Robert's Rules of Order, Revised, shall govern Board meetings when not inconsistent with these By-Laws, or with special rules of order adopted by the Board. Suspension of the rules is permissible by vote of the Board consistent with Robert's Rules of Order, Revised.
• Section 2. Parliamentarian. The Board will elect a Parliamentarian who will decide and interpret the Robert's Rules of Order.

Article IX

Conflict of Interest

When a Director would be directly benefited or injured by any action taken by the Board, the conflict shall be handled in the following manner:

1. The Director shall not be eligible to discuss or vote on any action with respect to which he or she has a conflict of interest;
2. Any Director who believes a Director has a conflict of interest may so advise the President.
3. The matter shall be decided by a majority vote of the members present and entitled to vote, excluding that person and any other members who may have already been disqualified from voting due to conflict of interest.

Article X

Amendment

• Section 1. Procedure. These bylaws may be amended by an affirmative vote of two-thirds of the current Board of Directors,[1] provided the amendment has been distributed in writing to the Board members at least two weeks prior to the meeting at which the amendment will be considered. The two weeks notice requirement in this section may be suspended or waived by unanimous consent of the current Board.
• Section 2. Reading of Amendments. At the meeting where an amendment to these bylaws will be voted upon, the amendment must be read by or to all Board members immediately prior to the vote. The President shall ensure that all Board members understand the purpose and effect of a proposed amendment.

Article XI

Definitions

The following terms are defined as follows for purposes of interpreting these bylaws:

1. "Simple majority" means greater than 50%. For example, if there are 7 directors, 4 constitutes a simple majority; if there are 15, then 8 is a simple majority.
2. "Member" means a person elected or appointed to the Board of Directors.
3. "Majority vote" or "2/3 vote" or "4/5 vote" shall mean of the current number of Board of Directors, and not of only the Board members present for the vote.
4. "Resolution" means a statement of position, declaration, or policy issued by the Board and approved by a simple majority vote.

[1] This means 2/3 of the Board, and does NOT mean of the Board members present.