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BYLAWS
Article I.
PURPOSE
PURPOSE
Section 1. Purposes
a. To promote the general welfare of all people with intellectual and related
developmental disabilities.
b. To advocate for and provide services and supports as needed for persons
with intellectual and related developmental disabilities and their families.
c. To foster self-advocacy and the development of inclusive programs.
d. To encourage research related to intellectual and related developmental
disabilities.
e. To advise and aid families, advocates and self-advocates and to
coordinate their efforts and activities.
f. To develop a better public understanding of the condition of intellectual
and related developmental disabilities.
g. To cooperate with all public and private groups, agencies, or
organizations in the furtherance of these ends.
h. To associate with and support financially the State and National
components of the Association to promote the common cause.
i. To serve locally as a clearinghouse for information on intellectual and
related developmental disabilities and their associated challenges.
j. To solicit funds for the accomplishment of the above purposes.
developmental disabilities.
b. To advocate for and provide services and supports as needed for persons
with intellectual and related developmental disabilities and their families.
c. To foster self-advocacy and the development of inclusive programs.
d. To encourage research related to intellectual and related developmental
disabilities.
e. To advise and aid families, advocates and self-advocates and to
coordinate their efforts and activities.
f. To develop a better public understanding of the condition of intellectual
and related developmental disabilities.
g. To cooperate with all public and private groups, agencies, or
organizations in the furtherance of these ends.
h. To associate with and support financially the State and National
components of the Association to promote the common cause.
i. To serve locally as a clearinghouse for information on intellectual and
related developmental disabilities and their associated challenges.
j. To solicit funds for the accomplishment of the above purposes.
Section 2. Lawful Activities
This Corporation shall, in addition, engage in any lawful activity for which Corporations
may be organized under the Oregon Non-Profit Law, but limited only to the activities
permitted a public benefit organization within the provisions of Internal Revenue Code,
Section 501 (c) (3).
Article II.
MEMBERSHIP
Section 1. Application
Membership may be obtained on application to the Chairperson of the Membership
Committee.
Section 2. Membership Types
Membership may be on an individual, family, business or corporate basis. A family
membership shall entitle any two specified members of the family who are at least 18
years of age to hold office and to vote. Voting designations shall be specified at the time
of enrollment.
Section 3. Loss or Suspension of Membership
Any member whose actions are prejudicial to the interests of The Arc of Polk County or
to citizens with intellectual and related developmental disabilities and other related
developmental disabilities may be expelled as follows:
A member may bring written complaint against another member and submit it to the President. The complaint shall present evidence to substantiate the accusation. The President shall notify the affected member that such an action will come before the Corporation’s Board of Directors, a summary of the evidence is offered in support of the action, as well as time, date, and a place the Directors will meet to consider the action; written notice will be provided to the member at least thirty (30) days prior to the date action will be considered and an opportunity provided to show cause why the member should not be suspended or expelled. Upon a threefourths affirmative vote of the Board of Directors at a meeting with a quorum, a decision on what type of appropriate action will be taken against the affected member. The affected member must be notified by the President in writing within 14 days of the decision. The affected member shall have the right to appeal the decision to the general membership and must do so in writing within 14 days of the date of the written decision. On receipt of the appeal the President shall call a special meeting of the membership within 30 days. The membership may overrule the decision of the Board of Directors by an affirmative vote of three-fourths, a quorum of the membership.
A member may bring written complaint against another member and submit it to the President. The complaint shall present evidence to substantiate the accusation. The President shall notify the affected member that such an action will come before the Corporation’s Board of Directors, a summary of the evidence is offered in support of the action, as well as time, date, and a place the Directors will meet to consider the action; written notice will be provided to the member at least thirty (30) days prior to the date action will be considered and an opportunity provided to show cause why the member should not be suspended or expelled. Upon a threefourths affirmative vote of the Board of Directors at a meeting with a quorum, a decision on what type of appropriate action will be taken against the affected member. The affected member must be notified by the President in writing within 14 days of the decision. The affected member shall have the right to appeal the decision to the general membership and must do so in writing within 14 days of the date of the written decision. On receipt of the appeal the President shall call a special meeting of the membership within 30 days. The membership may overrule the decision of the Board of Directors by an affirmative vote of three-fourths, a quorum of the membership.
Section 4. Member in Good Standing
A member in good standing is one who is an active participant and contributor.
Section 5. Membership Privileges
Members in good standing shall be eligible to hold office and to vote but only in person or
via teleconference on all questions at general membership meetings. No employee or paid
consultant of the Corporation may serve as an officer, director, voting committee
member or delegate.
Section 6. Membership Rights
Control of this Corporation shall rest with the membership. Any action of the Board of
Directors shall be subject to review by the membership on request of any member at a
regular membership meeting or at a special meeting called for the purpose. An action of
the Board of Directors may be altered or rescinded with an affirmative two-thirds vote of
the majority, provided no rights of third parties are affected.
Section 7. Membership Lists
Membership lists shall not be published or made available outside the Corporation except
where, in the opinion of the Board of Directors, the furnishing of such lists, in
confidence, will be in the best interest of the members and will serve constructively the
purposes of this Corporation.
Section 8. Public Representations
No member shall make representations to any public official or body or speak or act
publicly in the name of the Corporation without prior approval from the President, or the
Board of Directors, as the case may be.
Article III.
MEETINGS
Section 1. Regular Meetings
Regular meetings of the membership shall be held as determined by the Board of
Directors. Members shall be notified at least two weeks in advance of all meetings.
Section 2. Annual Meeting
The regular membership meeting in June shall be designated as the Annual Meeting for the
election and installation of officers and directors. It may not be omitted. Members should
be notified 45 days in advance of the Annual Meeting.
Section 3. Meeting Minutes
The Board of Directors shall keep minutes of its meetings and a full account of all
transactions, financial or otherwise. All minutes will be kept on record electronically
indefinitely per state archive rules.
Article IV.
FISCAL YEAR
The fiscal year shall begin July 1 and end June 30.
Article V.
BOARD OF
DIRECTORS
Section 1. Composition
The Board of Directors shall consist of the Officers of this Corporation, the President,
Vice President, Immediate Past President, Treasurer and Secretary and with the consent of
the Board, up to three (4) Directors-at-large appointed by the President. All Officers and
Directors shall, at the time of their election, and Directors-at-large shall, at the time of
their appointment, be members in good standing.
Section 2. Terms of Office-Directors
The term of office shall be three (3) years for Vice President and Secretary and (1) year
for President, Immediate Past President and Treasurer. The term of office of the
Director-at-large shall be (2) years. At no time shall an officer hold their titled position
more than (3) years in a row.
Section 3. Compensation
No compensation shall be paid to any Officer or Director for any services rendered to the
Corporation.
Section 4. Commencement Date
The newly elected officers and directors shall take office on July 1 following the annual
meeting of the Corporation. The Directors-at-large shall take office immediately
following their appointment.
Section 5. Open Meetings
Members of the Corporation and the general public may attend and speak at meetings of
the Board of Directors but shall not vote unless they are also members of the Board.
Section 6. Meeting of the Board
The Board of Directors shall hold an open meeting on a monthly basis on the first Thursday
of the month unless a majority of the Board votes to change the date.
When a decision by the Board is needed at once and it is not practical to call a meeting of the Board, the President may take a ballot of the Board members by mail, fax, E-mail, or by telephone with immediate written responses from the Board members to the President. Replies must be received from three-fourths (3/4) of the Board members and four-fifths (4/5) of those replying must vote in the affirmative for the proposal to carry.
When a decision by the Board is needed at once and it is not practical to call a meeting of the Board, the President may take a ballot of the Board members by mail, fax, E-mail, or by telephone with immediate written responses from the Board members to the President. Replies must be received from three-fourths (3/4) of the Board members and four-fifths (4/5) of those replying must vote in the affirmative for the proposal to carry.
Section 7. Special Meetings
Special meetings of the Board may be called by the President or by the Secretary upon the
written request of three Board members, at any time and with not less than 24 hours’
notice. Only that business stated in the call for the special meeting may be discussed or
acted upon.
Section 8. Quorum
A quorum of the Board requires a majority of the Board to be present. Vacant positions of
the elected positions on the Board must be counted while unfilled Director-at-large
positions are not counted to determine the total Board complement for purposes of
determining a quorum.
Section 9. Board Responsibilities
The Board of Directors shall be responsible for the conduct of the business of the
Corporation and shall be empowered to employ and prescribe the duties of professional
personnel required to administer the affairs of the Corporation. The Board of Directors
shall exercise all powers inherent in the Corporation except those expressly reserved to
the membership.
Section 10. Declaring a Vacancy
The Board may declare vacant the office of any director or officer who shall move from
the area, who shall be absent from three (3) meetings of the Board without good cause or
prior approval of the President, or who becomes incapacitated or otherwise fails to carry
out the responsibilities of the position.
Section 11. Filling of Vacancies
All vacancies in the elective positions, except that of President, shall be filled for the
unexpired term by persons elected by the Board of Directors. If there is a vacancy in the
position of Immediate Past President, the past president immediately prior to the current
Immediate Past President shall be appointed to the position. If that individual is unable to
serve, the next prior past president shall be appointed. If that individual is unable to serve
the position will remain vacant and the position will not count in quorum determinations.
Section 12. Recall
An officer or director of the Corporation may be recalled from office or from the Board
by a majority vote of the membership of the Corporation at a regular meeting of the
Corporation, provided: 1) a petition for such a recall signed by onefourth of the voting
members of the Corporation, shall have been filed with the Secretary prior to the regular
meeting preceding the regular meeting which the vote to recall shall be taken; 2) notice of
the proposed recall shall have been given the officer or director to be recalled, by
registered mail; and 3) announcement of the proposed recall vote shall have been made at
the regular meeting of the Corporation preceding the meeting at which the vote on the
recall is to be taken
Article VI.
NOMINATIONS
AND
ELECTIONS
Section 1. Composition
The Nominating Committee shall be composed of three members, two of whom are
selected by the Board at the board meeting immediately following the Annual Meeting, one
of whom may be the immediate past President who may serve as chairperson. The third
member shall be elected by the general membership at the Annual Meeting.
Section 2. Slate Development
The Nominating Committee shall prepare a slate of candidates for election as officer
directors and one position on the Nominating Committee, and shall secure the consent of
its nominees to serve if elected. It shall report its nominations at the Board of Directors’
meeting prior to the Annual Meeting. The secretary shall include a written slate of
nominees in the call for the Annual Meeting. This shall be mailed to the membership 45
days prior to the Annual Meeting.
Section 3. Slate Presented
The election shall be held at the Annual Meeting. The report of the Nominating Committee
shall be read by a member of the committee. Nominations from the floor for each vacant
position shall be taken. Each person nominated from the floor must signify his/her
willingness to serve if elected. If the person nominated from the floor is not present,
he/she must have indicated in writing his/her willingness to serve if elected. Voting shall
be by secret ballot for any position for which there is more than one candidate.
Article VII.
COMMITTEES
Section 1. Appointments
Section 2. Standing Committees
Section 3. Special Committees
Section 4. Voting Committee Members
Section 5. Reports to the Board
Section 6. Duties of Standing Committees
Section 7. Discharge of Committee Membership
Section 8. Conflict Resolution
The President, with the advice of the Board, shall appoint all committee chairpersons and
members with the exception of the Nominating Committee. Their terms of service for
committees shall be one year, subject to reappointment.
The Board of Directors shall designate those standing committees required to carry out
the continuing functions of the Corporation. The Board may establish Standing
committees from time to time, but the functions of standing committees must include:
membership, resource development, public policy and governmental affairs, finance, and
Corporation program activities.
The President, with the advice of the Board, may appoint special committees as may be
desirable to facilitate the work of the Corporation. The President, with the advice of the
Board, shall define the duties of each special committee and fix the duration of its
activities.
All voting committee members, at the time of their appointment, shall be members in
good standing. However, the president may appoint other persons, such as educational
and professional leaders, to serve with the committee in an advisory or consulting
capacity.
Each committee shall report to the Board through its Chairperson.
The President, with the advice of the Board, shall determine the duties and objectives of
the standing committees.
The President may discharge any committee chairperson or member who fails to carry out
the responsibilities of the position. The Board may, by a three-fourths (3/4) affirmative
vote, discharge any committee chairperson who fails to carry out the responsibilities
assigned to that committee.
The President shall decide any conflict of jurisdiction among committees.
Article VIII.
NON-DISCRIMINATION
The Corporation shall not discriminate against any person on the basis of age, sex,
race, color, religion, national origin, sexual or affectional orientation, gender
identity, disability, or political or religious opinion or affiliations in any of its
policies, procedures or practices.
Article IX. RELATIONSHIP WITH
STATE AND NATIONAL ASSOCIATIONS
This Corporation agrees to maintain membership at the State and National level and
to support the State and National levels in every way and to adhere at all times to
their policies. This Corporation further agrees to send the State and National
components a copy of its annual report and its audited annual financial report,
including a list of all income and disbursements, within 60 days after the audit of its
fiscal year, and to support financially the activities of the State and National
components in accordance with their stated policies.
Article X. DISSOLUTION
In the event of the dissolution of the Corporation, or in the event it shall cease to
carry out the objectives and purposes herein set forth, all the property and assets of
the Corporation shall go to and be distributed to The Arc of Oregon, and in the event there shall not be in existence such a state association, then all the property and assets shall go to and be distributed to The Arc of the United States. Under no circumstance shall any of the property and assets of this corporation during the existence and/or upon dissolution thereof go to and be distributed to any officer, member, or subsidiary corporation.
the Corporation shall go to and be distributed to The Arc of Oregon, and in the event there shall not be in existence such a state association, then all the property and assets shall go to and be distributed to The Arc of the United States. Under no circumstance shall any of the property and assets of this corporation during the existence and/or upon dissolution thereof go to and be distributed to any officer, member, or subsidiary corporation.
Article XI. AMENDMENTS
Any proposed amendment shall be approved by the Board of Directors of the
Corporation and presented in writing to the entire general membership at least three
weeks prior to the meeting at which time it is to be voted upon and an affirmative
two-thirds vote of the quorum is required for ratification.
These are the current by-laws approved and adopted by the membership
on the first day of June, 2010.