Article
1
Name and Purpose
Section 1. The name of this Corporation shall be “The Council on
Developmental Disabilities, Inc.” (hereinafter referred to as the “Council”).
Section 2. It is the mission of the Council to be an advocate for
children and adults who have mental retardation.
Section 3. The Council shall be operated as a non-profit, non-sectarian
organization for the following purposes:
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To develop a better understanding
and a more wholesome and helpful attitude on the part of the public
and parents/families toward mental retardation.
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To serve as a clearinghouse for
information about mental retardation and community resources.
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To provide information and support
to parents/families of persons with mental retardation.
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To assist other agencies within
the community, the region, and the state concerned with mental
retardation.
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To develop, sponsor, and/or operate
services and programs for children and adults with mental retardation
and their parents/ families.
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To study and research the problems
and causes of mental retardation.
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To raise the funds necessary to
accomplish these objectives.
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To serve as an advocate for persons
with mental retardation in seeking to ensure that the rights and
privileges due all persons as citizens are afford to citizens
with mental retardation in full and equal measure.
Section 4. No part of the net earnings
of the Council shall inure to the benefit of any member or individual
and no substantial part of its activities shall consist of carrying
on propaganda or otherwise attempting to influence legislation.
The Council shall be operated in conformity with provisions of Section
501 of the U.S. Internal Revenue Code of 1954 as these provisions
are at present constituted or may exist hereafter and shall have
no power to take any action or to administer, distribute, or disburse
any of its funds or property except in conformity herewith.
The Board of Trustees shall, upon the affirmative vote of a majority
of members in good standing present at a regular or a special membership
meeting held pursuant to written notice mailed to each member in
good standing of the Council not less than twenty-one (21) days
prior to said meeting and stating, therein the purpose of said meeting
and the time and place of the holding thereof, distribute all property
and assets of the Council to an organization or agency serving children
and adults who have mental retardation which has been granted exemption
from the Federal Income Tax under the provisions of Section 501
( C ) 3 of the IRS Code of 1954 as these provisions are at present
constituted or may hereafter exist.
In the event of the dissolution of the Council and failure of the
Board of Trustees or the members in good standing to act, all property
and assets of the Council shall be and become the property of the
ARC-US, its successors and assigns, and no formal instruments of
assignment or transfer shall be required of the officers, members
in good standing, or Board of Trustees of the Council.
Under no circumstances shall any of the property or assets of the
Council at any time go, or be distributed to, any officer or member
thereof.
Section 5. The area to be served by the Council is Jefferson County,
Kentucky, and the surrounding area. Further, the Council recognizes
its role and responsibility to participate in the regional, state,
and national mental retardation agenda.
Article 2
Membership and Dues
Section 1. Membership in the Council is open to individuals regardless
of race, creed, color, or national origin, who are interested in
the welfare of children and adults who have mental retardation.
Section 2. Membership shall be of two types: active and supporting.
Section 3. An active member may be a family or an individual.
Section 4. Active membership shall consist primarily of families
and friends of persons who have mental retardation who are actively
involved in pursuing the purposes of this Council.
Section 5. Only active members of the Council shall be considered
as voting members and thereby retain all the rights and privileges
associated with membership as herein specified. Any reference in
these By-Laws to membership other than in Article 2 shall be considered
to be active membership.
Section 6. A family that has exercised its prerogative to join the
Council as an active member shall be conferred with two votes to
be cast by any family member eighteen years of age or older. An
individual who is an active member of the Council shall have one
vote.
Section 7. An active or supporting member in good standing is one
whose membership dues is not delinquent or have been waived.
Section 8. Only active members in good standing and eighteen years
of age or older shall be eligible to hold office and vote, but only
in person, on questions presented at regular and/or special membership
meetings.
Section 9. Dues for active and supporting members are payable annually
during the anniversary month of membership or as otherwise established
by the Board of Trustees and shall become delinquent at the end
of the third month following the anniversary or established month.
Section 10. The amount of dues for both active and supporting members
shall be established by the Board of Trustees at a regular meeting
and at which a quorum is present and voting and may from time to
time be altered at the discretion of the Board of Trustees.
Section 11. Dues for individuals or families may be waived by the
Board of Trustees upon written request received by it from the parties
requesting same.
Article 3
Officers
Section 1. The officers of the Council shall be a president, a first
vice-president, a second vice-president, a third vice-president,
a secretary, and a treasurer, each of whom shall be elected for
a term of one year, or until the successor is elected and qualified,
commencing June 1 following the date of election.
Section 2. The President shall have served on the Board of Trustees
for at least one year prior to election to that office; and no person
may be elected to the office of President for more than two (2)
consecutive terms.
Section 3. Any person holding office must be a member in good standing
of the Council.
Article 4
Duties and Powers of Officers
Section 1. The President shall preside at all meetings of the Council,
the Board of Trustees, and the Executive Committee. The president
shall be the Chief Executive and shall have general supervision
of the affairs of the Council under the direction of the Board of
Trustees. The president shall, with the advice and consent of the
Executive Committee, appoint the chairs of all standing committees
except the Nominating Committee, said appointments to be made as
soon as possible following the president’s election or re-election.
The president shall be an ex-officio member of all committees, shall
exercise general supervision over their work and the work of other
officers in order to assure that the objectives of the Council are
executed in the best possible manner. The President and/or an appointee
shall represent the Council at conventions and other meetings related
to the Council’s purposes at the expense of the Council.
Section 2. The Vice-Presidents, in their numerical order, shall
perform all duties and exercise all powers of the President in the
President’s absence. The duties of the 1st Vice-President shall
include, but not be limited to, general supervision over the committees
on organizational services. The duties of 2nd Vice-President shall
include, but not be limited to, general supervision over the committees
on programs and projects. The duties of the 3rd Vice-President shall
include, but not be limited to, general supervision of the committees
on public relations and public issues.
Section 3. The Secretary shall keep an accurate record of the proceedings
of all meetings of the Board of Trustees, the Executive Committee,
and the Council. The Secretary shall be the custodian of all books,
papers and reports of the Council, and handle necessary correspondence
with the aid of a corresponding secretary, if one is appointed by
the President. The Secretary shall keep an accurate roster of the
membership of the Council which shall not be published or made available
without the specific permission of the Board of Trustees.
Section 4. The Treasurer shall be the chief fiscal officer of the
Council. The Treasurer shall receive all funds paid to the Council
and shall deposit such funds in the name of the Council in such
banks or trust companies as the Board of Trustees may designate.
The Treasurer shall pay all bills of the Council after such bills
have been certified and approved for payment by either the President
or the Executive Director; provided, however, that payment of the
bill or claim is consistent with the stipulations outlined in the
Council’s current financial policies and procedures manual. The
Treasurer shall keep, or cause to be kept in suitable form, detailed
accounts of the assets, liabilities, receipts and disbursements
of the Council. The books shall be open at all times for examination
or audit by such representatives of the Board of Trustees as that
Board may designate. The Treasurer shall give a detailed monthly
report to the Board of Trustees and an annual report in full to
the Council.
Checks, drafts, and vouchers, drawn on Council’s funds, shall be
signed by two (2) persons, one of whom shall be either the Treasurer
or the President, and the other to be any one of two (2) additional
persons specifically designated by the Board of Trustees to counter-sign
such instruments on behalf of the Council. The Treasurer, and such
other person as the Board of Trustees may designate, shall be bonded
at the expense of the Council, in such amount or amounts as the
Board of Trustees shall determine.
Section 5. The Treasurer shall be an ex-officio member of the Finance
Committee.
Article 5
Board of Trustees
Section 1. The Board of Trustees shall consist of all elected officers,
the immediate past president and not more than 21 additional members
in good standing of the Council. The Executive Director shall be
an ex-officio member of the Board of Trustees, without the right
to vote.
Section 2. At the annual meeting of the Council to be held in May,
seven (7) members in good standing shall be elected to the Board
of Trustees annually for a term of three years, said terms to commence
on June 1 following such election. No more than one member of a
family may serve on the Board of Trustees at the same time, and
no trustee shall be elected to more than two consecutive terms.
Section 3. No salary shall be paid any officer or trustee for any
service rendered to the Council.
Section 4. No member of the Board of Trustees may be related through
blood or marriage to an employee of the Council.
Section 5. The Board of Trustees shall have the power to fill vacancies
occurring in the elective offices for the unexpired term of such
vacant office.
Section 6. The Board of Trustees shall have the authority to police
its membership by expelling there from any persons who commit acts
of malfeasance, or misfeasance, or act in any manner to bring embarrassment
or disrepute to the Council, or fail to prosecute their official
duties to the best of their ability.
Section 7. The Board of Trustees shall, from time to time, employ
such staff as may be necessary to the conduct of business toward
attainment of the goals and purposes of the Council, and shall determine
and establish employment policies, practices, and schedules of compensation
for employed personnel.
Section 8. Copies of the roster of the membership furnished to members
of the Board of Trustees are confidential and are not to be published
or made available by any member of the Board of Trustees without
the consent of the Board.
Section 9. The Board of Trustees shall, from time to time, recognize
the outstanding contributions and long tenure of a said member(s)
with an honorary life-long appointment to the Board of Trustees.
Such a member will be an “Honorary Board Member” and shall have
all the rights and privileges of a duly elected trustee.
Article 6
Executive Committee
Section l. An Executive Committee, which shall exercise all powers
of the Board of Trustees in the interim between meetings of the
Board and shall report all actions taken by it at the next succeeding
meeting of the Board of Trustees, shall consist of the elected officers
of the Council and the immediate past president.
Section 2. The Executive Committee shall advise the President in
connection with the appointing of persons to serve as chairs of
standing and special committees of the Board, and shall act as a
Committee on Personnel on behalf of, and reporting to, the Board
of Trustees in the employment of an Executive Director when such
employment is order by the Board of Trustees.
Article 7
Meetings
A. Of the Council
Section 1. Written notice of each meeting of the Council stating
the time and place shall be given by mail to all members in good
standing of the Council at least seven (7) days prior to the holding
thereof, unless otherwise specifically provided in these By-Laws.
Section 2. The Annual Meeting of the Council shall be held during
the first fifteen (15) days of May at which meeting the election
of officers and trustees shall be held, annual reports of officers
and committees shall be given, and such other business as may come
before the meeting shall be transacted.
Section 3. A regular membership meeting of the Council shall be
held annually, with additional meetings designated at the discretion
of the Board of Trustees.
Section 4. The President or six (6) members of the Board of Trustees
may call a special meeting of members in good standing of the Council
provided a written notice of the time, place, and business to be
transacted at such special meeting shall have been sent by mail
to each member in good standing not less than seven (7) days prior
to the date set for such special meeting.
Section 5. The members in good standing present at regular or properly
called special meetings of the Council shall constitute a quorum.
Action may be authorized by the approving vote of a majority of
the voting members present at any such meeting of the Council.
B. Of the Board of Trustees
Section 1. The Board of Trustees shall hold regular meetings monthly,
the time to be determined by the Board each year at its first meeting.
The location of such meetings shall be selected by the President
with the advice of the Executive Committee.
Section 2. Written notice of the time and place of each regular
meeting of the Board of Trustees shall be given to all members of
the Board, at least seven (7) days prior to the holding thereof.
Section 3. Special meetings of the Board of Trustees may be called
by the President, or by the Secretary, at the request of not less
than three (3) trustees, upon two (2) days’ notice.
Section 4. Ten (10) of the voting members of the Board of Trustees
present in person shall constitute a quorum, and action may be authorized
by the approving vote of a majority of such members present.
Section 5. Chairs of all committees shall have the right to attend
and speak (but not vote unless, they are also voting members of
the Board) at meetings of the Board of Trustees provided, however,
that they have announced to the President their desire to be present
and heard prior to the opening of the meeting.
Section 6. Meetings of the Board of Trustees may be closed to all
persons except voting members, and if any such meeting of the Board
is to be a closed session, notice of the same shall be given to
all persons otherwise privileged to be in attendance at the earliest
possible time.
C. Of the Executive Committee
Section 1. Meetings of the Executive Committee shall be called by
the President and four (4) members of the committee shall constitute
a quorum. Action may be authorized by the approving vote of the
majority of the members present at any meeting of the Executive
Committee at which a quorum is present.
Section 2. Meetings of the Executive Committee may be closed and
if any such meeting of the committee is to be a closed session,
note of the same shall be given at the earliest possible time to
all persons who might otherwise be generally invited to attend said
meeting.
Article 8
Election of Officers
Section 1. A Nominating Committee shall be appointed annually by
the Board of Trustees at a regular meeting of the Board of Trustees
held not later than during the month of October and the names of
the persons appointed to said committee shall be published in the
notice of the next subsequent regular meeting to the members of
the Council. The committee shall consist of five (5) members, of
which two (2) members shall be from the Board of Trustees; two (2)
members in good standing at the time of their appointment; and the
immediate past chair of the Nominating Committee. No person except
the immediate past chair shall serve consecutively on the Nominating
Committee for more than one year.
Section 2. The immediate past chair shall call the committee together,
and it shall elect its own chair. The immediate past chair shall
not be eligible for this position. The committee shall prepare a
slate of nominees for officers and for the Board of Trustees.
Section 3.
The Nominating Committee shall select and publish a slate of
candidates for officers and trustees of the Council not less than 30
days prior to the Annual Meeting. Nominations of candidates other
than those selected by the Nominating Committee may be made from the
floor with the nominee’ s consent. The Nominating Committee will
also designate a member of the board to be president-elect during
the second year of the current president’s term, and said
president-elect shall become president upon the expiration of the
term of the current president, and upon approval of the general
membership at the annual meeting.
Section 4. The election of officers and trustees shall take place
at the Annual Meeting of the Council. The terms of office of all
officers and trustees holding such positions shall terminate on
the 31st day of May of the year in which their respective terms
terminate.
Article 9
Committees
Section 1. The following are the standing Committees to be appointed
as herein provided by the President: Finance; Public Education,
Awareness, & Training; Membership & Volunteers; Governmental
Affairs & Advocacy; Program Planning & Development; Fund
Raising & Resource Development; Family Outreach & Support;
and Educational Advocacy.
In addition the President shall appoint program committees, which
shall oversee the internally operated programs of the Council (e.g.
Recreation, Citizen Advocacy).
Each Committee shall serve until May 31 next following its appointment,
but the President and/or Board of Trustees may discharge any committee
chair that fails to carry out the responsibilities of the office.
Section 2. The President, with the advice of the Executive Committee,
may appoint additional special or ad hoc committees, as may be considered
desirable to facilitating the work of the Council. The Board of
Trustees, on the advice of the President, shall define the duties
of each such committee and fix the duration of its activities.
Section 3. All Committee Chairs shall, at the time of their appointment,
be members in good standing of the Council. The auditing function
of the Finance Committee, however, shall be conducted by either
an independent auditor or three persons who are members in good
standing other than officers of the Council.
Article 10
Executive Director
Section 1. The Executive Director shall be the administrative officer
of the Council, under the direction of the Board of Trustees and
the President. The Executive Director shall be responsible for implementing
and executing Council policies, programs, and activities approved
by the Board of Trustees. The Executive Director shall, in consultation
with the Board of Trustees, the President, and the committees of
the Council, assist in developing the overall Council program, and
shall make recommendations for consideration by the Board of Trustees.
The Executive Director shall work with members of the Board of Trustees,
officers, committee chairs, and other personnel toward the strengthening
of the Council as a whole, including maximum use of the energies
and proficiencies of the membership. The Executive Director shall
have power, subject to the rules and regulations of the Board of
Trustees, to designate, appoint, assign, re-assign or remove employees
of the Council.
Section 2. The Executive Director is authorized to speak for the
Council, but not beyond such limits as may be established by the
Board of Trustees.
Section 3. The Executive Director shall function at all times within
the policies established by the Council and its Board of Trustees
and shall have no authority to countermand decisions made by the
membership at any meeting, nor the decisions made by the Board of
Trustees or the Executive Committee, nor to disregard any provisions
contained in the Articles of Incorporation of the Council or these
By-Laws.
Article 11
Financial Administration
Section 1. The Council’s business shall be conducted on the basis
of a fiscal year ending June 30.
Section 2. The Treasurer shall prepare, or cause to be prepared,
a complete financial report immediately after the close of the fiscal
year showing all receipts and disbursements by budget categories,
and shall then make the books and records available for audit by
the Finance Committee. The Finance Committee will proceed with dispatch
and present the audit to the membership following its completion.
Section 3. The Board of Trustees may authorize an audit of the Treasurer’s
records at any time.
Article 12
Parliamentary Authority
Section 1. Robert’s Rules of Order, as revised from time to time,
shall govern the conduct of business of the Council in all cases
in which they are applicable and not inconsistent with the Articles
of Incorporation and these By-Laws.
Article 13
Amendments
Section 1. Proposed amendments to these By-Laws may be submitted
in writing to the Board of Trustees over the signatures of ten (10)
or more members of the Council. The Board of Trustees shall approve
or reject the proposed amendment within one month from its submission.
If the Board shall approve the proposed amendment, it shall be submitted
to the membership at the next regular meeting of the Council or
at a special meeting called for the purpose of acting on the proposed
amendment. If the Board shall reject the proposed amendment, it
shall do so with an expression of its reason for such action.
Should the Board of Trustees reject the proposed amendment, then
upon a petition signed by 25 or more members of the Council such
amendment shall be submitted to the membership at the next succeeding
regular meeting or a special meeting called for the purpose of acting
on the proposed amendment. A copy of the proposed amendment shall
be embodied in the notice of the meeting at which the same shall
be voted upon. No amendment shall be adopted except by a majority
vote of those present and voting.
Article 14
Miscellaneous
Section 1. No employees of the Council may serve as an officer,
trustee, or committee chair.
Approved by Executive Committee: 3/20/98
Approved by Board of Trustees: 3/30/98
Approved by Membership: 5/8/07
Approved by Membership (Name change only): 5/00
