Delaware Association of the Deaf
May 23, 20232
ARTICLE ONE. Name
§ 1.01 Name.
The name of the organization shall be the Delaware Association of the Deaf Incorporated (Inc.), hereafter referred to as the Association.
§ 1.02 Status.
The Association shall be a not-for-profit organization, incorporated in the State of Delaware.
ARTICLE TWO. Objectives
§ 2.01 General Goals and Objectives.
The objective of the Association shall be to preserve, protect, and promote the civil, human, and linguistic rights of the deaf, hard of hearing, late- deafened, and deaf-blind individuals in Delaware.
Self-advocacy and empowerment will be two ways of achieving the Association’s goals.
The acquisition and use of American Sign Language is an essential human right.
The Association practices an environment that is free of audism, racism, sexism, ageism, linguicism and other forms of discrimination.
The Association promotes and protects the mutual interests of all member organizations of the Association.
ARTICLE THREE. Membership
§ 3.01 Classification.
The Association shall be open to all deaf, hard of hearing, late-deafened, deaf-blind, or hearing people without discrimination on the basis of race, color, age, creed, gender identity, sexual orientation, religion, ethnic origin, or disability.
Membership in the Association shall be vested in the following classifications:
Membership shall be available to all local clubs or associations that serve people in the state of Delaware with a mission or interest in furthering the welfare of deaf, hard of hearing, late-deafened, and deaf-blind people.
For organizations with less than 100 members, they shall receive the privilege of one voting representative on the Board of Directors. Otherwise, for organizations with 100 or more members, they shall receive the privilege of two voting representatives on the Board of Directors.
(b) Individual Membership
Individual Membership shall be open to anyone eighteen (18) years of age and over. Individual Members in good standing with the Association shall have voting privileges at the annual meeting and may serve in any appointed positions or on any committees.
ARTICLE FOUR. Board of Directors
§ 4.01 Board of Directors.
The Board of Directors of the Association shall consist of the following: Immediate Past President, President, Vice President, Secretary, Treasurer, County Representatives and Affiliated Organization Representatives. The
President will select a Non-Board Member to serve as the Parliamentarian at all meetings.
§ 4.02 Appointed Board Members.
The Board of Directors may select up to two (2) Appointed Board members for special expertise.
§ 4.03 Terms of Office.
Officers and county representatives of the Association shall be elected by a majority of the members present and voting.
(a) Nominations & Elections
All nominations for President shall be Deaf while other positions are open to members who maintain residency in Delaware. Nominations shall be accepted by a member present at the time of nomination. Voting shall be by general consent or by a ballot cast by the Secretary of the Association.
President,Treasurer and County representatives shall be elected during odd-numbered years.
Vice President and Secretary shall be elected during even-numbered years.
§ 4.04 Assumption of Office.
Elected Officers shall assume their respective duties immediately after adjournment of the annual meeting. Appointed Board Members shall start their respective duties no later than sixty (60) days after adjournment. Organizational Affiliate Board Members shall start their respective duties no later than thirty (30) days after the meeting.
§ 4.05 Duties of Office.
The Board of Directors shall have general control of the affairs and policies of the Association between annual meeting during which time they shall consider action on annual meeting recommendations and membership input. The Board shall ensure that objectives are being met. The Board shall undertake actions to ensure the financial health and growth of the Association. The Board shall have the power to fill Board vacancies except for the office of President as they may occur between the annual meeting, to appropriate money from the operating fund, and to ensure that the current expenditures of the Association shall not at any time exceed the regular revenue for each fiscal year.
§ 4.06 Duties of the Board of Directors.
(a) Immediate Past President.
The Immediate Past President shall confer with the President and provide input to the Board of Directors, the Immediate Past President shall serve on the Board of Directors and be granted voting privileges.
The President shall be the chief spokesperson for the Association and shall chair business meetings of the annual meeting and the Board of Directors. The President, with the approval of the Board, shall appoint the chair of each committee, and shall be an ex officio member of all committees.
(c) Vice President.
The Vice President shall serve at any time the President is unable to serve, or when the office of the President becomes vacant.
The Vice President shall serve as Chair of Bylaws committee.
The Secretary shall be responsible for the minutes of all meetings and official documents of the Association.
The Treasurer shall have charge of vested funds of the Association.
It shall be the duty of the Treasurer to receive all monies belonging to the Association, to submit a financial report to the Association at all meetings. He or she shall process orders as have been duly assigned by the President or by approval of the Board of Directors.
(i) The Treasurer shall deposit all funds into a bank depository insured by the FDIC and approved by the Board of Directors.
(ii) All accounts are to be in the name of the Delaware Association of the Deaf, Inc. and all funds promptly deposited therein.
(iii) The Treasurer shall make available the funds books/reports to assist the three (3) auditing people to be done at least annually before reporting to the Internal Revenue Service (IRS) as required by laws.
(f) Affiliated Organizations Board Members.
Affiliated Organization Board Members shall serve as liaison between the Board of Directors and Local Associations within the state, and work with the Board of Directors.
(g) Appointed Board Members.
An appointed board member, selected by the President, shall provide support and work with the Board of Directors. The appointed board member shall not be granted voting privileges.
§ 4.07 Resignation.
Resignations must be submitted in writing to the President and the Secretary.
§ 4.08 Removal from Office.
Elected and appointed Board members may be removed after due process, for failure to carry out their duties or for unethical incidents by a two-thirds (2/3) closed ballot vote of the Board of Directors present and voting.
§ 4.09 Compensation.
Members of the Board of Directors shall serve without compensation except for costs incurred in discharge of duties shown in § 7.02 titled Compensation.
§ 4.10 Indemnification.
The Association shall indemnify any officer, committee members and board members against expenses actually incurred by such person in connection with the defense of any civil action, suit, or proceeding in which such officer, committee member or board member, in which such a person is made a party by reason of being or having been such officer, board member, or committee member, in which such person is found to be not liable. Such indemnification shall not be deemed exclusive or any other rights to which such officer, board member, or committee member may be entitled under any bylaw, agreement, vote of the Board of Directors, or otherwise.
ARTICLE FIVE. Committees.
All committees of the Association shall be determined and voted by the Board of Directors when deemed necessary.
ARTICLE SIX. Meetings.
§ 6.01 Board of Directors Meetings.
The Board of Directors shall conduct quarterly meetings, open to the public. Only the Board of Directors, except for the Parliamentarian, may have the floor and voting privileges. Each county shall host one board meeting per calendar year.
§ 6.02 Special Meetings.
(a) Special meetings may be called upon the request of the President or any three (3) Board of Directors. Notification shall be given to the entire Board of Directors.
(b) Any Board of Directors may at any time between Board meetings make a formal motion for Board consideration, discussion and vote via electronic mail.
§ 6.03 Annual Meetings
The Association shall meet on an annual basis.
ARTICLE SEVEN. Finance.
§ 7.01 Bond.
As determined annually by the Board of Directors. The premium is to be paid by the Association.
§ 7.02 Compensation.
No honorarium, fees, compensations, commissions, or recompenses shall be paid by the Treasurer to anyone without the knowledge and approval of the Board of Directors.’
§ 7.03 Fiscal Year.
The Fiscal Year of the Association shall be from January 1 to December 31.
§ 7.04 Membership Dues.
Membership dues are to be determined by the Board of Directors.
(a) All membership dues, as applicable, shall be paid to the Association on an annual basis.
ARTICLE EIGHT. Parliamentary Authority.
§ 8.01 Robert’s Rules of Order.
Unless otherwise provided for in these bylaws, the current edition of Robert’s Rules of Order Newly Revised shall be the parliamentary authority of the Association
ARTICLE NINE. Amendments.
§ 9.01 Proposed Amendments.
These bylaws may be amended by a two thirds (2/3) vote of the members present and voting at the annual meeting provided that amendments are submitted to the Bylaws Committee sixty (60) days prior to the annual meeting, that copies are distributed to the members at least thirty (30) days prior to the annual meeting, and that amendments are read during the annual meeting.
Any amendments or motions passed at the annual meeting shall become effective immediately, unless specified otherwise. NAD related and approved motions shall be delivered by the Delaware Delegation for submission to the NAD.
§ 9.02 Suspensions.
Any provision in the Bylaws may, in unforeseen and urgent or extenuating circumstances, be suspended at the annual meeting by two- thirds (2/3) vote of the members present and voting.
ARTICLE TEN Dissolution.
§ 10.01 Dissolution of Assets.
Upon the dissolution of this Association, all of its assets remaining after payment of all expenses of such dissolution shall be distributed to affiliated organizations of the Deaf within the State of Delaware. Affiliated organizations shall be qualified for exemption under Section 501 (c) (3) of the Internal Revenue Code, or incorporated in the State as a charitable organization. The Board of Directors or members of the Association shall not receive any assets for any purpose.