By-laws of the National Family Association for DeafBlind, Inc.
Adopted December 7, 2020
NAME AND PURPOSE
Section 1. Name. The name of the organization is National Family Association for Deaf-Blind, Inc. (the “Association”).
Section 2. Nonprofit Status. The Association is a public benefit corporation organized under the laws of the State of New York and is recognized as a 501(c)(3) public charity by the Internal Revenue Service.
Section 3. Purpose. The Association provides a national voice promoting support, services, and policies for individuals who are deaf-blind and their families.
Section 1. Responsibilities. Membership requires regular and timely payment of the annual dues set by the Board, fidelity to the purpose, values, and fellowship of the Association, and adherence to its rules as in effect from time to time.
Section 2. Number. The Association shall always have at least three voting members (the “Members”). Membership shall be evidenced by a non-transferable card, certificate, or letter.
Section 3. Classes. There shall be three classes of members: Voting, General, and Supporting, as defined below:
Section 4. Termination of Membership. A person shall cease to be a Member upon death, resignation, failure to timely renew membership or pay annual dues, or expulsion. The Directors, by a vote of a majority of the entire Board, may provisionally suspend or permanently expel any Member for any reason. In that event, the Secretary shall give the Member at least 10 days written notice of the proposed action and the timing and reasons for it before a final decision. The Member may, within seven days after receipt of the notice, present to the Secretary a statement in opposition to the action. The Board shall consider the statement and all other available evidence. Its decision shall be final.
Section 5. Resignation. A Member’s resignation shall be effective as of the date of delivery of written notice to the Secretary. Resignation shall not relieve the Member from any outstanding dues or other charges.
Section 6. Dues. Dues for Members shall be established by the Board from time to time. Increases shall only become effective 30 or more days after notice is given to the Members. The Board, by a vote of a majority of the disinterested Directors, may waive some or all of a Member’s dues upon a showing of personal hardship.
Section 7. Meetings. The Voting Members shall hold an annual meeting to elect Directors, and all three classes of Members shall hold an annual meeting to transact other business. The Members shall hold additional meetings if called by the President, the Board, or by Members constituting at least 10% of their number. Meetings shall be held at a time and place determined by the Board between two and three months after being called. To the extent permitted by law, the meetings may be held virtually using remote communication that allows Members to be present, to communicate clearly, and to vote.
Section 8. Notice. The Secretary shall give notice of each meeting to the Members. The notice shall set forth the place, date, and hour of the meeting, indicate who is calling the meeting, and state its purposes. The Secretary shall give the notice between 10 and 50 days before the meeting personally or by first class or electronic mail. Members may request that they receive all notices by post.
Section 9. Quorum. The presence of both one tenth of the Members and a majority of the Voting Members shall constitute a quorum for the conduct of any business.
Section 10. Voting.
(e) Members may act by unanimous written consent in lieu of a meeting. The
consent will have the same effect as resolutions duly adopted at a meeting
held with sufficient notice and the presence of a quorum.
BOARD OF DIRECTORS
Section 1. Powers and Duties. The Board shall control and manage the business and property of the Association, subject to the requirements of law, the Certificate of Incorporation, and these By-laws.
Section 2. Number and Qualification. The number of Directors constituting the entire Board shall be not less than three. The Voting Members shall fix the number at least annually. No decrease shall shorten the term of any incumbent. The “entire Board” means the total number of Directors that the Association would have if there were no vacancies. A majority of the Directors shall be qualified to be family members with individuals who are deaf-blind. No Association employee may be a Director.
Section 3. Election and Term of Office. After considering any nominees proposed by the other Members, the Voting Members shall elect the Directors annually by a plurality of the votes cast. The Board shall consist of two classes of Directors. The first comprises those elected in even-numbered years; the second those elected in odd-numbered years. The Voting Members may reassign Directors, provided they do not shorten the term of an incumbent and keep the size of the classes as even as possible. Directors shall serve terms starting with their election when filling a vacancy, or at the start of the fiscal year when beginning a new term, and expiring at the end of the fiscal year, two calendar years later. They may remain on the Board after three consecutive terms only so long as they are elected to the Executive Committee. Terms of office shall continue until the election of successors (if any).
Section 4. Vacancies. Any vacancy may be filled by a majority of the Directors present at a Board meeting called for this purpose, regardless of their number. A vacancy in the Board shall be deemed to exist whenever the number of Directors then in office is less than the full quota last authorized by the Voting Members. Any Director elected to fill a vacancy on the Board shall hold office until the expiration of the term of the class to which he or she is assigned. Partial terms shall not count toward the three-term limit.
Section 5. Removal. Any Director may be removed by a vote of a majority of all the Voting Members at any time and for any reason. A Director may also be removed for cause by a vote of the Directors at a Board meeting where a majority of the Directors are present.
Section 6. Resignation. A Director shall be deemed to have resigned after missing three consecutive Board meetings unless at least three Officers other than the Director excused the absences due to extenuating circumstances in writing and before the third absence. Any Director may voluntarily resign from the Board at any time. The Director shall submit the resignation in writing, and it will take effect at the time specified therein or, if no time is specified, at the time of its receipt by the Secretary or the President.
Section 7. Meetings. The Board shall meet at least once annually at such time and place as the Board may from time to time fix. The President or Secretary may call additional meetings and set their time and place. Directors may participate in a meeting of the Board or any Board committee via telephone, video conference, or similar equipment as long as all the participants can access each other and can participate in all matters before the Board or the committee. Participation by such means shall constitute presence in person at a meeting.
Section 8. Notice of Meetings. Notice of the time and place of all meetings shall be delivered to each Director at least ten days before the meeting by first class or electronic mail addressed to them at their residence or usual place of business (or at such other address as they may have designated in writing to the Secretary at least fifteen (15) days before the meeting date). To discuss matters requiring prompt action, notice of special meetings may be sent to each Director electronically, by telephone, or in person no less than forty-eight hours before the meeting time, unless the meeting must be held within forty-eight hours. Notice of a meeting need not be given to any Director who submits a signed waiver of notice before or after the meeting, or who attends the meeting without protesting, at or before its commencement, the lack of notice. Waivers sent electronically must be reasonably attributable to the Director. No notice need be given of any adjourned meeting. All meeting notices shall be accompanied by a written agenda setting forth all matters upon which action is proposed to be taken.
Section 9. Quorum. Unless a greater proportion is required by law or these By-laws, the quorum shall be a majority of the entire Board. If at any meeting of the Board there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.
Section 10. Voting. Except as otherwise provided by law or these By-laws, at any meeting of the Board at which a quorum is present, the affirmative vote of a majority of the Directors present at the time of the vote shall be the act of the Board. Blank votes or abstentions shall be counted as votes cast.
Section 11. Proxies. Directors may not vote by proxy, nor shall a proxy count toward a quorum.
Section 12. Action by the Board. Any action required or permitted to be taken by the Board or any Board committee may be taken without a meeting if all of the members of the Board or committee consent in writing to the adoption of a resolution authorizing the action. The consent may be written or electronic. If the consent is written, it must be signed by the Director. If the consent is electronic, it must be reasonably attributable to the Director. The resolution and the written consents shall be filed with the minutes of the proceedings of the Board or committee.
Section 13. Compensation. No compensation of any kind shall be paid to Directors by the Association. This shall not limit the reimbursement of reasonable expenses.
Section 1. Number and Qualifications. The Officers of the Association shall include a President, a Vice-President, a Secretary, and a Treasurer. Each must be a Director. The Board may appoint other Officers, but they must be current or former Directors. No one may hold more than one office.
Section 2. Election and Term of Office. Officers shall serve staggered terms. The President and Treasurer shall be elected by the Board in even-numbered years and the Vice-President and Secretary in odd-numbered years. The terms of other Officers shall not exceed two years. Officers shall hold office until a successor is duly elected or until their earlier death, resignation, or removal. No Officer may serve more than three full consecutive terms in a single position.
Section 3. Employees and Other Agents and Advisors. The Board may from time to time appoint employees and other agents and advisors as it deems necessary or advisable, as long as the appointment is consistent with the rest of these By-laws. To the fullest extent allowed by law, the Board may delegate to any officer, employee, or agent any of its powers and may determine the appointee’s title, tenure, authority, duties, and reasonable compensation.
Section 4. Removal. Any Officer, employee, or agent may be removed with or without cause by the Board.
Section 5. President. The President shall oversee the activities of the Association, preside at meetings of the Members and the Board, and perform the other duties customarily incidental to the office or assigned by the Board. The President shall have the power to unilaterally sign and execute all contracts on behalf of the Association when generally or specifically authorized by the Board, except when the Board requires an additional signature. The President shall keep the Board fully informed about the activities of the Association.
Section 6. Vice-President. The Vice President shall assist the President. The Vice President shall perform the duties of the President in the President’s absence and any other duties assigned by the Board.
Section 7. Secretary. The Secretary shall keep the records of the Membership and of all proceedings of the Members and the Board, ensure the giving of all Board and other notices required by law, and perform the other duties customarily incidental to the office or assigned by the Board.
Section 8. Treasurer. The Treasurer shall keep or cause to be kept complete and accurate accounts of the receipts and disbursements of the Association. The Treasurer shall deposit or cause to be deposited all funds, securities, instruments, and other valuable documents in the name and to the credit of the Association in banks or depositories designated by the Board. At the annual meeting, the Treasurer shall provide reports showing: (a) the assets and liabilities of the Association as of the end of a twelve-month fiscal period terminating less than six months before the meeting; (b) the principal changes in assets and liabilities during that period; (c) the revenues or receipts of the Association, both unrestricted and restricted to particular purposes during that period; and (d) the expenses and disbursements of the Association for both general and restricted purposes during that period. The report shall be filed with the minutes of the meeting. The report may consist of Association reports to the Internal Revenue Service or the Attorney General of the State of New York. The Treasurer shall make the Association's books and accounts available to any Member, Director, or Officer upon request at all reasonable times, render a statement of the Association’s accounts whenever required by the Board, and perform the other duties customarily incidental to the office or assigned by the Board.
Section 9. Compensation. Any Officer who is not a Director is authorized to receive a reasonable salary or other reasonable compensation for services rendered to the Association as an employee, agent, or vendor when authorized by a majority of the entire Board.
Section 10. Sureties and Bonds. If required by the Board, an Officer, agent, or vendor shall provide a bond, with sureties, terms, and conditions satisfactory to the Board, that protects the Association from their negligence and indemnifies the Association against any breach of their duties, including any failure to properly account for and safeguard the property and funds of the Association.
Section 1. Board Committees. The Directors, by resolution adopted by a majority of the entire Board, shall establish and appoint the Board committees listed below and any additional Board committees it deems necessary or advisable. Each Board Committee may bind the Association to the extent permitted by the Board and by law. Each committee must consist of at least three Directors, all appointed by and serving at the pleasure of the Board. Non-Directors may not be members of any committee, but they may attend meetings in a non-voting capacity at the invitation of the committee. The Board shall adopt a charter for each committee setting forth its purpose, authority, membership, and other features that complies with these requirements and the law.
Section 2. Executive Committee. This committee shall consist of the President, who shall chair the committee, the Vice President, the Treasurer, and the Secretary. The committee shall have all the Board’s authority between meetings of the Board, except, as with all committees, to the following matters or as limited by law:
Section 3. Nominating Committee. This committee shall be chaired by the President’s nominee and shall (a) assess the effectiveness of the Board of National Family Association for Deaf-Blind; (b) propose qualified candidates to fill Board and Officer vacancies,and (c) offer recommendations to the Board for the recruitment of Board Members. The Board may assign other duties to the Committee from time to time.
The committee shall present its recommendations for pending vacancies by the later of (a) 60 days before each meeting where vacancies will be filled, and (b) 10 days after the vacancies are created. The recommendations will be presented to the Members in the case of Board vacancies and to the Board in the case of committee and Officer vacancies.
Section 4. Finance Committee. This committee shall consist of the Treasurer, who shall chair the committee, the President, and Vice President. The Committee shall oversee (a) the management of all of the Association’s financial assets; (b) all accounting and financial reporting processes, (c) the preparation and submission of tax and other statutory returns, (d) financial controls, and (e) all other compliance and risk management matters. The Committee may invite the advice and attendance of Members and other experts.
Section 5. Advisory Committees (Committees of the Corporation). The Board may create advisory committees that will not have authority to bind the Association. The Board shall determine their purpose, composition, responsibilities, and duration. Each of the committee members shall hold office at the pleasure of the Board.
Section 6. Compensation. No member of a committee who is a Member, Director, or Officer shall receive, directly or indirectly, any salary or compensation for any service rendered to the Association as a committee member, but the Board may authorize reimbursement of reasonable expenses.
LIMITATION OF LIABILITY
Section 1. Indemnification. The Association shall, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that they or their testator was a Director, officer, employee, representative, or agent of the Association against judgments, fines, settlement payments, and reasonable related expenses, including attorney fees. No indemnification may be made to or on behalf of any person if (a) their acts were committed in bad faith or resulted from their active and deliberate dishonesty and were material to such action or proceeding, or (b) they personally gained a financial profit or other advantage to which they were not legally entitled in the transaction or matter in which indemnification is sought.
Section 2. Insurance. The Association shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Association, including insurance to indemnify the Association for any obligation which it incurs as a result of the indemnity described in Section 1 above, or to indemnify the beneficiaries of the Association’s indemnity directly.
Section 1. Checks, Notes and Contracts. The Board is authorized to select the banks or depositories it deems proper for the funds of the Association and shall determine who shall be authorized on the Association's behalf to sign checks, drafts, or other orders for the payment of money, acceptances, notes, or other evidences of indebtedness, to enter into contracts, or to execute and deliver other documents and instruments.
Section 2. Investments. The funds of the Association may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal, or otherwise, including stocks, bonds or other securities or instruments, as the Board may deem desirable.
Section 3. Fiscal Year. The fiscal year of the Association shall be determined by the Board.
BOOKS AND RECORDS
Section 1. Books and Records. The Association shall keep correct books of account of its activities and transactions, including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings of the Board. The records may be stored electronically. The Secretary shall make these documents available upon reasonable request to Members, Directors, and Officers.
Section 1. By-Laws and Certificate of Incorporation.
Section 2. Compliance with Law. Neither the Board nor the Members may amend the By-laws or the Certificate of Incorporation if the result fails to comply with law or is inconsistent with the Association’s recognition as a public charity under state and federal law. Both documents are subject and subordinate to state and federal law as in effect from time to time.
DISSOLUTION OF THE ASSOCIATION
Section 1. Dissolution. In the event of the dissolution of the Association, all of its assets, after settlement in full of all of its outstanding obligations, shall be distributed to a public charity exempt under Section 501(c)(3) of the Internal Revenue Code, the primary purpose of which is to promote and support services for families with individuals who are deaf-blind.
Section 1. Non-Discrimination. In all of its dealings, neither the Association nor any of its representatives or agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability, or any category protected by federal, state, or local law.