INDIANA ASSOCIATION OF THE DEAF
BY-LAWS PROPOSED, NOVEMBER 2009
ARTICLE I: NAME
The organizationʼs name shall be the Indiana Association of the Deaf, Incorporated. It shall be referred to herein as the Association or IAD. Bylaws recommends: Add IAD.
ARTICLE II: MISSION AND VISION
The mission of the Indiana Association of the Deaf is to ensure that a comprehensive, coordinated system and services is accessible to Hoosiers who are Deaf and Hard of Hearing enabling them to achieve their maximum potential through increased independence, productivity and integration.
Bylaws recommends: review and revise mission and vision statements.
ARTICLE III: PURPOSE
The Indiana Association of the Deaf is organized and operated as a not-for-profit organization to promote access to education, employment and social equality and to safeguard the legal rights of Deaf and Hard of Hearing people. Bylaws recommends: review and revise/incorporate purpose with mission and vision.
ARTICLE IV: MEMBERSHIP
Section 1: Active membership shall be open to any Deaf, Hard of Hearing and Hearing adult living in Indiana and may become active member upon payment of membership dues. Active members may vote or hold office.
Section 2: Associate membership shall be open to any Deaf, Hard of Hearing and Hearing adult living outside Indiana and may become an associate member upon payment of membership dues. Associate members may not vote or hold office.
Section 3: Affiliate membership shall be open to any agency, organization, business or any civic group in or outside of Indiana and may become an affiliate member upon payment of membership dues. Affiliate members may not vote or hold office.
Section 4: The Board of Directors shall submit proposals for membership dues at a biennial conference.
ARTICLE V: AFFILIATION
The Indiana Association of the Deaf shall be an affiliate of the National Association of the Deaf wherein IADʼs rules, regulations, mission and objectives are consistent with those of the NAD.
ARTICLE VI: TERMS OF OFFICE
Section 1: The Board of Directors of the Association shall consist of nine (9) members. The Board of Directors shall consist of four (4) officers; President, Vice President, Secretary and Treasurer. The remaining five (5) members shall be Directors at Large. All of the officers shall be Deaf or Hard of Hearing. A three-fourths (3/4) majority of the Directors at Large shall be Deaf or Hard of Hearing.
Section 2: The officers and directors at large of the Association shall be elected by ballot vote at the biennial conference and shall assume their respective duties immediately after adjournment of the biennial conference.
Section 3: The Board of Directors shall serve a two-year term. Section 4: The Board of Directors who wish to resign shall submit his/her resignation in writing to the President.
Section 5: Active members shall be selected by the Board of Directors to fill any vacancies of the departing board of director and to serve out the term.
Section 6: The officers and/or directors at large may be removed from office for indiscretions and/or disservices deemed by the Board of Directors with a two-thirds (2/3) vote of the remaining Board of Directors.
Section 7: The Board of Directors may be elected if they have been active members of IAD for two years.
Section 8: Any member of the Board of Directors who is absent from two (2) meetings of the Board of Directors per term without a valid and excused reason shall be subject to removal from the Board by a majority vote of the Board of Directors.
Section 9: The outgoing treasurer shall complete duties as a Transition Treasurer, ninety (90) days after the adjournment of the conference or until the next meeting of the Board of Directors, whichever is later. Prior to turning the books over, with IADʼs funds and securities, the outgoing treasurer shall train the incoming treasurer.
Section 10: Past Presidents of IAD shall be given the honorary title of president Emeritus. The Immediate Past President who has completed a term shall serve on the Board of Directors in a nonvoting capacity and shall advise the current President for one term. Bylaws recommends: It is the recommendation that each of the Directors at Large represent a geographical area of Indiana; Northeast, Northwest, Southeast, Southwest and Metropolitan Indianapolis. This shall ensure fair representation of the citizens of Indiana. It is the recommendation that all officers be elected at the same conference and serve 2 year terms. There is no term limit. It is the recommendation that the elections be done by ballot to preserve anonymity of decision. It is the recommendation that these bylaws/positions begin immediately after voting.
ARTICLE VII: DUTIES OF BOARD OF DIRECTORS:
Section 1: The Board of Directors shall manage the affairs of the Association, shall exercise its powers and shall control its property including;
a. Approval of the merger, consolidation, dissolution or liquidation of the Association. b. Approval of the statement of position of the Association. c. Establishment and approval of limits for long term debt authority of the Association. d. Approval of the donation of assets or transfer of assets of the Association for less than fair market value to entities not otherwise owned, sponsored or controlled by the Association. e. Approval of the adoption, amendment and repeal of the Articles of Incorporation. f. Approval of the strategic plan and policies and procedures of the Association. h. Approval of the operating and capital budgets of the Association. i. Approval of the following transactions by the Association: capital expenditures, loans, subsidies or guarantees, release or cancellation of claims of right of action against any party, and investments. j. Authority to enter into agreements or contracts on behalf of the Association. Approval of fundraising plans of the Association to sustain program and services. k. Approval of nominations and reorganization of individual for outstanding contribution to the Deaf community.
Section 2: The Board of Directors shall meet at least four (4) times a year. The President or at least three (3) members of the Board of Directors may call a special meeting within 48 hours notice.
Section 3: The Board of Directors shall be empowered to employ or terminate a salaried Executive Director as the chief executive officers of the Association who shall participate in all Association meetings but may not vote. The Board of Directors shall determine the qualifications, duties and salary of the Executive Director.
Section 4: Members of the Board of Directors shall be assigned to at least one (1) committee and may from time to time perform other such duties as prescribed by the parliamentary authority adopted by the Association.
Section 5: The Board of Directors shall serve without compensation except for established expense reimbursement for the cost incurred in performance of duties.
Section 6: The Board of Directors shall be allowed to make motions and vote via electronic mail.
Section 7: There shall be three types of meetings: biennial, regular and special. A: Biennial meeting is defined under Article XII- Conference.
B: Regular meetings of the Board of Directors may be determined by the President with the consent of the Board to be held at such locations and dates that are convenient for the members of IAD and the Board. Notice of the location and date of all regular meetings shall be distributed to the general membership no less than 30 days prior to the meeting date. The general membership can attend, observe and make comments. A majority of the Board must be present to constitute a quorum.
C: Special meetings may be called at the request of any of the following: President, any 4 members of the Board or fifty (50) members in good standing or ten percent (10%)of the entire regular active membership in good standing whichever is smaller. The date and location of the special meeting shall be given one week prior thereto by written notice delivered by mail or e-mail to all members at the respective members addresses as shown on the records of the organization. The general nature of the business to be transacted at the special meeting should be specified in the notice.
Section 8: The Board of Directors shall manage the affairs of IAD and will have the following responsibilities:
A. To determine and monitor IADʼs administrative policies and operating guidelines. B. To carry out all recommendations arising out of the forum and approved by the
membership. C. To conduct other IAD business including planning of at least four (4) meetings a
year. D. To notify the President or Secretary of ability or inability to attend the meeting no less
than 48 hours prior to all meetings of IAD and to provide the reason for any needed
absence. Emergencies are excepted. E. To vote responsibly on all IAD actions or abstain as appropriate. F. In between meetings, whenever it deems necessary, to vote in person and/or any
technological means deemed appropriate by the Board.
Bylaws recommends: Mileage and food shall be covered at each meeting for the Board of Directors. In excess of 100 miles of driving, the director shall be eligible for lodging at IADʼs expense.
ARTICLE VIII: DUTIES OF OFFICERS
Section 1: The President shall be the chief spokesperson for the Association and shall chair business meetings of the biennial conference and the regular and special meetings of the Board of Directors. The President shall appoint a chairperson for each committee. The President shall enforce order and observance of the Articles of Incorporation and the By-laws, countersign all checks issued by the Treasurer and perform other such duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
Bylaws recommends: It shall be the duty of the president of IAD to preside as the Chairperson of the General Membership meeting at the biennial conference of IAD, and the preside at the meetings of the Board of Directors as its chairperson. He/She shall appoint chairpersons to standing committees. The president shall also have the power to create new committees as deemed necessary but subject to the approval of the Board of Directors. Such new committees shall be created pursuant to the parameters of the operating guidelines and/or the recommendations of the forum. The president shall be an ex-officio member of all committees with the exception of the Election Committee.
Section 2: The Vice President shall assist with the coordination of all committee meetings and reports and perform any other duties as assigned by the President. In the absence of the President, the Vice President shall perform the duties of the President and such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
Section 3: The Secretary shall issue a notice of all meetings for which a notice is required, record minutes of the biennial conference and board of director meetings, keep the minutes of committee meetings, have general charge of the membership list and organization records, file reports to the state and federal government as required and perform such other duties applicable to the office as prescribed by the parliamentary authority adopted by the Association.
Section 4: The Treasurer shall secure a surety bond immediately, be the fiscal and disbursing agent of the Association, have custody of all monies and assets of the Association, keep adequate and correct accounts of its financial affairs readily available at the biennial conference and all Board of Director meetings, deposit the funds of the Association to the credit of the “Indiana Association of the Deaf, Inc.” in such depositories as the Board of Directors may designate from time to time, file reports to the state and federal government as required and perform such other duties as prescribed by the parliamentary authority adopted by the Association.
ARTICLE IX: DUTIES OF BOARD AT LARGE
Section 1: The Directors at Large shall represent all members of IAD of their respective region at meetings of the Board of Directors. They shall assist local chapters in every way possible. They shall give assistance in all matters as are requested by the President. At regular meetings of the chapters in their areas, they shall give a report of the Board of Directors meetings and any matters that they receive from the Board. Bylaws recommends: 5 regions be established: Northeast, Northwest, Southeast and Southwest Indiana as well as Metropolitan Indianapolis. The dividers shall be US 31 and I-70. Metropolitan Indianapolis shall include Marion, Hamilton, Boone, Hendricks, Morgan, Johnson, Shelby and Hancock counties.
ARTICLE X: NOMINATION AND ELECTION OF BOARD OF DIRECTORS
Section 1: Three months before each biennial conference, the election committee shall prepare for and conduct the nominating and election process. Members of the election committee shall not be eligible to run for any elected office or position on the Board.
Section 2: Active members in good standing desiring to be a candidate for any Board position at a conference may announce his/her intention in the official publication of IAD preceding the conference.
Section 3: The election committee shall post in IADʼs official publication an announcement of the upcoming elections for all elected Board offices and positions.
Section 4: The election committee shall make public the list of candidates for elected Board offices and positions at the General Meeting of the biennial IAD Conference.
Section 5: Nominations may be made from the conference floor during any of the open nominating periods of the General Meeting at the biennial IAD Conference, all other rules not withstanding.
Section 6: The election committee shall determine which attendees are members in good standing eligible to vote during the General Meeting of the biennial IAD Conference and shall also ensure that all candidates are qualified.
Section 7: The election committee shall collect and count all votes from said eligible voting members. Upon completion of the vote count, the election committee shall declare the candidate with a plurality of the cote and thereby certify the results pursuant to the Operating Guidelines.
ARTICLE XI: DELEGATES
Section 1: There shall be at least two (2) delegates representing IAD at the NAD Regional/Leadership and Biennial Conferences. The two delegates shall include the President and Vice President. IAD shall be responsible for the reasonable expenses of these two delegates to the NAD Conferences.
Section 2: Any additional delegates allowed by NAD shall be appointed by the IAD Board and shall be chosen preferably in accordance with the following priority: officers of the Board, Directors at Large and members of IAD. Such delegates shall be chosen on ability to best represent the interests of IAD at the NAD Conferences. Should additional delegates be allowed by NAD but the funds of IAD are insufficient to cover such delegatesʼ reasonable expenses, IAD may appoint said additional delegates based on said delegatesʼ ability to cover their own expenses without reimbursement from IAD.
Section 3: Substitution of delegates shall be permitted in the event a previously designated delegate is unable for any reason to represent IAD at a NAD Conference. Appointment of substitutes shall follow the same rule governing appointments of additional delegates as specified in Article IX, Section 2. IAD shall be responsible for the reasonable travel expense.
Section 4: All appointed delegates shall be members in good standing of both the IAD and the NAD.
Section 5: The expenses of the IAD delegates shall be reimbursed in accordance with the Board of Directorsʼ Operating Guidelines
Section 6: The appointed delegates shall attend the NAD regional/leadership Conference and the NAD Biennial Conference in accordance with the requirements of the IAD/NAD.
Section 7: The appointed delegates shall fully participate and vote at the NAD Conferences. Bylaws recommends: Establish reasonable expenses in Operating Guidelines.
ARTICLE XII: COMMITTEES
Section 1: Standing committees of the Association shall consist of the following; Finance, Advocacy, Social and Human Service, Public Relations, By-laws, Miss Deaf Indiana Ambassador and the Biennial Conference. The President may appoint ad-hoc committees for specific purposes. (?)
Section 2: The Finance committee shall be responsible for presenting the annual budget of the Association and for the audit of the Associationʼs finances. The Board will select no less than two (2) Board members who will, with the IAD Treasurer, constitute the Finance Committee. In addition, three consultants shall be nominated and elected to the Finance Committee. The committee has two main functions: to manage IADʼs finances and to make recommendations to the Board for the investment of finances and/or other financial transactions for IAD.
Section 3: The Board will review its list of members in good standing for viable candidates to fulfill the duties of consultants. Consultants should have appropriate experience, background, or other credentials to assist the Finance Committee in exercising fiscally responsible decision making on behalf of the IAD.
Bylaws recommends: Full review of committees and its functions. Functions and guidelines should be spelled out in Operating Guidelines.
ARTICLE XIII: FUNDS OF THE INDIANA ASSOCIATION OF THE DEAF Section 1: There shall be fourteen funds with a purpose for each:
A. General B. Legal C. Middle School D. Membership E. DEAF Network F. RK Memorial G. Deaf Awareness H. MDCC I. DBC J. INDVRS K. ASL Classes L. Miss Deaf Indiana Ambassador M. IAD Youth N. IAD Conference O. HDCC
Section 2: All membership dues shall go into the General Fund. The General Fund shall be utilized for the general operating expenses of the IAD, subject to the Operating Guidelines.
Section 3: Proceeds from each conference, if any, shall be divided as follows: 15% to the Miss Deaf Indiana Ambassador Fund and the remaining balance to the Conference Fund. Should there be a financial loss or deficit from the biennial conference, the deficit shall be borne by IAD. No monies shall be taken or borrowed from the Miss Deaf Indiana Ambassador Fund.
Bylaws recommends: Full review of categories and its purposes. Recommend the establishment of an endowment.
ARTICLE XIV: BIENNIAL IAD CONFERENCE
Section 1: The Association shall have a biennial conference in each odd-numbered year. The Association shall hear reports, elect officers and transact such other business as may come before it.
Section 2: The quorum shall be a majority of active members present at the conference.
Section 3: The date of each conference shall be decided by the Board of Directors and shall be announced at least six (6) months in advance. The Board of Directors shall be empowered to make site and or date changes if circumstances warrant.
Section 4: Any affiliate member may submit a bid to become host of the next biennial conference prior to or at the conference. In absence of a bid, the Board of Directors shall take appropriate action to plan for the Conference.
Section 5: The Board of Directors shall approve the agenda of a conference six (6) months prior to the conference. Bylaws recommends: We need to take a look at the quorum for the biennial conference. Should we use 50 members or 10% of current membership, whichever is greater.
ARTICLE XV: INDIANA ASSOCIATION OF THE DEAF AWARDS
Section 1: IAD shall present four (4) awards at the Biennial Conference:
A. IAD Meritorious Service Award: Given to an individual who has provided meritorious service to the Deaf and Hard of Hearing in Indiana.
B. Richard Kennedy Award: Given to an individual who has resided in Indiana for more than 10 years who exemplifies good citizenship traits and who has served the Deaf/Hard of Community well.
C. Hall of Fame Award: Given to an individual(s) who contributed brilliantly to the Hoosier State over a number of years.
D. Special Awards: Given to individuals for special occasions and for special purposes when deemed merited.
ARTICLE XVI: PARLIAMENTARY AUTHORITY
Unless otherwise provided for in these by-laws, Robert Rules of Order, current edition shall be the parliamentary authority of the Association and the laws of the State of Indiana pertinent to non-profit organizations.
ARTICLE XVII: AMENDMENTS
Section 1: These by-laws may be amended by a two-thirds (2/3) vote of the active members present at the biennial conference, provided that amendments are submitted to the by-laws committee two (2) months prior to the conference. The secretary sends copies of the proposed amendments or change to all active members one (1) month prior to the conference.
Section 2: Proposed amendments offered prior to a conference shall be submitted in writing to the Bylaws committee on revision of the bylaws not later than sixty (60) days before the date of the conference, a brief of such amendment as approved by the committee shall be made public thirty (30) days before the date of the conference.
Section 3: Amendments or new laws in writing may be proposed form the floor of the Biennial Conference up to the time the committeeʼs report is acted upon and not thereafter, expect by unanimous consent. Motions to suspend temporarily any portion of the la-laws, except for the provisions of this Article may be at any time during the conference, and such motions must be affirmed by three-fourths (3/4) of the vote cast.
ARTICLE XVIII: DISSOLUTION
In the event of dissolution of the Association, its assets shall be divided equally between Archibald memorial Homes and the Indiana School for the Deaf with stipulation that in the latter case the school library be the beneficiary.
