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BYLAWS OF CONSORTIUM FOR CITIZENS WITH DISABILITIES (a District of Columbia Nonprofit Corporation) Revised December, 2001
ARTICLE I Offices; Seal 1. Offices. The principal office of the Corporation and such other offices as it may establish from time to time shall be located at such place or places, either within or without the District of Columbia, as may be designated by the Board of Directors or by the officers pursuant to authority from the Board of Directors.
2. Seal. The seal of the Corporation, if any, shall be in such form as the Board of Directors prescribes.
ARTICLE II Membership 1. Qualifications. The membership of the Corporation shall consist of those member organizations which are genuinely interested in the Corporation's purposes and activities, and which meet the additional requirements for membership imposed by the Board of Directors.
2. Privileges. Member organizations shall have such privileges as are prescribed by the Board of Directors.
3. Annual Membership Meeting. Member organizations of the corporation shall receive a minimum of 20 days notice prior to the Corporation’s annual meeting. During the annual meeting, Member organizations shall elect the Board of Directors, develop Task Forces, adopt an annual budget and make modifications to the Bylaws.
4. Voting. Each member organization shall have one vote at the annual meeting. Member organizations are in good standing if they have paid the previous year’s dues. 5. Resignation. Any member organization of the Corporation may resign at any time by delivering a written resignation to the Corporation. Unless otherwise specified in the resignation, such resignation shall be effective upon its receipt by the Corporation.
ARTICLE III Directors 1. Powers. The affairs of the Corporation shall be managed by the Board of Directors. The Board of Directors shall possess, and may exercise, any and all powers granted to the Corporation by law, the Articles of Incorporation, and these Bylaws.
2. Number. The Directors shall be 11 in number. The number of Directors may be increased or decreased by amendment of the Bylaws provided that no such amendment may reduce the total number of Directors to less than 5 and no reduction in the number of Directors shall have the effect of shortening the term of any Director in office at the time such amendment becomes effective. No more than two members of the Board of Directors shall come from any one member organization.
3. Qualifications. Officers and Directors need not be residents of the District of Columbia. A Director may succeed himself or herself in the office in accordance with the term limits as established in article III #10 and 11. To be eligible to serve as an officer or a director, an individual must be a representative of a member organization.
4. Nomination. The Board of Directors shall nominate a slate of candidates for election by the member organizations at the annual membership meeting. This slate shall be provided at least 10 days prior to the annual membership meeting.
5. Election. The Directors shall be elected at the annual membership meeting by majority vote of eligible member organizations.
6. Tenure. A Director shall serve from the date of his or her election until the close of the term of office of that position. The term of office of any individual Director shall terminate upon the effective date of his or her resignation, upon his or her death, or upon his or her removal from office.
7. Resignation. Any Director may resign at any time by giving written notice of his or her resignation to the Chairperson of the Board of Directors or the Secretary. Unless otherwise specified in such notice, the resignation shall be effective upon delivery.
8. Removal. Any Director may be removed from office, with or without cause, by a majority vote of the Directors present at a special meeting of the Board of Directors called for such purpose. The meeting notice shall state that the purpose, or one of the purposes, of the meeting is the removal of such Director. All member organizations shall be notified if a Board member is removed.
9. Vacancies. A vacancy in the Board of Directors existing between annual membership meetings of the Corporation, including a vacancy created by an increase in the number of Directors, shall be filled by majority vote of the Directors at a special meeting of the Board of Directors called for such purpose. A Director so elected shall serve until the next annual membership meeting.
10. Officers. The Corporation’s Officers shall be elected by the member organizations at the annual membership meeting. All Officers shall serve one year terms. An individual shall serve no more than three consecutive one year terms in each office.
A. Chairperson. There shall be a Chairperson of the Board of Directors, who shall preside over the annual membership meeting and all meetings of the Board if present. The Chairperson shall be an ex-officio member of all Committees of the Board of Directors and the Coordinating Committee.
B. Vice Chairperson. There shall be a Vice Chairperson of the Board of Directors. At the request of the Chairperson, or in the Chairperson's absence or incapacity to serve, the Vice Chairperson shall perform all the duties of the Chairperson, and when so acting shall have all the powers of, and be subject to all the restrictions upon the Chairperson, serve as Chairperson of the Task Force Coordinating Committee, and shall perform such other duties as the Board may from time to time assign.
E. Immediate Past Chairman. The Immediate Past Chairman shall serve so long as the current Chairman is in office. The Immediate Past Chairman shall serve as the Chairman of the Nominations and Bylaws Committee.
11. At-Large Board Members. There shall be six At-Large Members of the Board of Directors, divided into three classes of two members each. Each shall serve no more than two consecutive three year terms. The Chairpersons of the Finance and Membership Committees shall be elected by the Board of Directors from the At-Large Board Members. At the first annual membership meeting, two Directors At-Large shall be elected to three year terms, two Directors At-Large shall be elected to two year terms and two Directors At-Large shall be elected to one year term.
12. Limitations. With the exception of the Immediate Past Chairperson, all Officers of the Corporation must come from different member organizations of the Corporation. 13. Reimbursement. Members of the Board of Directors shall receive no compensation for their services, but, by resolution of the Board of Directors, may be reimbursed for reasonable expenses paid while acting on behalf of the Corporation. Nothing herein shall preclude any Director from serving the Corporation in any other capacity and receiving compensation therefor as authorized by the Board of Directors.
ARTICLE IV Meetings of Directors 1. Annual Meeting. The Board of Directors shall hold a regular annual meeting at a time and place set by the Board of Directors. Notice of such meeting shall be given to each Director at least ten (10) days prior to the date of the meeting. 2. Place of Meetings. The Board of Directors may hold meetings, annual, regular, or special, either within or without the District of Columbia. All meetings and events will be held in accessible sites and locations.
10. Regular Meetings. Additional regular meetings of the Board of Directors may be held, at such times and places as may be determined by the Board of Directors. Notice of such a meeting shall be given to each Director at least ten (10) days prior to the date of the meeting. The Board of Directors shall meet at least quarterly.
11. Special Meetings. Special meetings of the Board of Directors may be called by the Chairperson of the Board of Directors, or two Directors, on ten (10) days notice to each Director.
12. Quorum; Vote. At all meetings of the Board of Directors, the presence of a majority of the Directors in office, or one-third of the number of Directors fixed by these Bylaws, if greater, shall constitute a quorum for the transaction of business. The affirmative vote of a majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, unless the affirmative vote of a greater number of Directors is specifically required by law, the Articles of Incorporation, or these Bylaws.
13. Adjournment. Whether or not a quorum is present, a majority of Directors present at a meeting of the Board of Directors may adjourn the meeting to another place, date, or time. When a meeting is adjourned to another place, date, or time, and the place, date, and time of the adjourned meeting are announced at the meeting at which adjournment is taken, written notice need not be given of the adjourned meeting unless the date thereof is more than thirty (30) days after the date for which the meeting was originally noticed. At any such adjourned meeting at which a quorum is present, any business may be transacted that might have been transacted at the meeting as originally noticed. 14. Action By Consent. Any action required or permitted to be taken at a meeting of the Board of Directors or of any committee may be taken without a meeting if written consents setting forth the action taken are signed and dated by all of the members of the Board of Directors or of such committee, as the case may be. Such consents (which may be in one instrument or several instruments) shall be filed with the minutes of the proceedings of the Board of Directors or of the committee. Unless otherwise specified in such consents, the effective date of any action so taken is the date on which the last Director signs the consents. Any action so taken shall have the effect of a vote taken at a meeting of the Board of Directors.
15. Meetings by Telephone. The members of the Board of Directors or of any committee may participate in a meeting by means of a conference telephone or similar communications equipment by which all Directors participating in the meeting can hear each other at the same time. Participation by such means shall constitute presence in person at such meeting.
ARTICLE V Committees 1. Committees of the Board. The Board of Directors may, by resolution adopted by a majority of all Directors in office, establish such committees, including a Bylaws and Nomination Committee, Finance Committee and Membership Committee. An Executive Committee having and exercising the authority of the Board of Directors as it deems necessary or proper, shall be composed of the five Officers and meet and act only on an emergency basis. Each committee must be composed of at least two members of the Board of Directors and three other representatives from the member organizations. The Board of Directors may make such provisions for appointment of the members and chairpersons of such committees, establish such procedures to govern the committees' activities, and delegate to the committees such authority as may be necessary or desirable for the efficient management of the property, affairs, business, and activities of the Corporation; provided, that the Board of Directors shall not delegate to any committee authority to (1) adopt or approve a plan of merger or consolidation; (2) authorize the voluntary dissolution of the Corporation; (3) elect, appoint, or remove any Director or officer; or (4) amend, adopt, or repeal the Articles of Incorporation or the Bylaws. Unless otherwise specified in the resolution establishing a committee, a committee's authority shall continue until terminated by the Board of Directors, and a vacancy in a committee shall occur when a member thereof ceases to be a Director or is removed by the affirmative vote of a majority of all Directors in office.
2. Committee Meetings. Meetings of any committee shall, to the extent not otherwise specified in resolutions of the Board of Directors, be conducted in accordance with the foregoing provisions of these bylaws.
ARTICLE VI Task Forces and Coordinating Committee
2. Coordinating Committee. The Coordinating Committee shall consist of the Chairpeople of the Corporation’s Task Forces and shall be chaired by the Vice Chairperson of the Board of Directors. The purpose of the Coordinating Committee is to share information on Task Force activities, make decisions and develop policies regarding public policy issues that are cross cutting or broader than the scope of individual Task Forces. The Coordinating Committee shall meet monthly. ARTICLE VII Notice 1. Form; Delivery. Whenever, under the provisions of law, the Articles of Incorporation, or the Bylaws, notice is required to be given to any Director or member organization, such notice may be given in writing, by mail or other accessible format, addressed to such Director or member organization at his or her post office address as it appears on the current records of the Corporation. Such notice shall be deemed to be given at the time it is deposited in the United States mail. Notice may also be communicated orally in person or by telephone; or given by telegraph, teletype, facsimile, electronic mail or other form of wire or wireless communication, or private carrier. 2. Waiver. Whenever any notice is required to be given under the provisions of law, the Articles of Incorporation, or these Bylaws, a written waiver thereof, signed by the person or persons entitled to such notice and delivered to the Secretary for inclusion with the records of the meeting, whether before or after the time stated therein, shall be deemed to be the equivalent of such notice. In addition, any member who attends a meeting of the members in person, or is represented at such meeting by proxy, without objecting at the beginning of the meeting to holding the meeting or transacting business at the meeting, or any Director who attends a meeting of the Board of Directors, or any member of a committee who attends a committee meeting, without objecting at the beginning of the meeting or promptly upon his or her arrival to holding the meeting or transacting business at the meeting (and does not thereafter vote for or assent to action taken at the meeting), shall be conclusively deemed to have waived notice of such meeting. ARTICLE VI Financial Administration; Books and Records 1. Documents. All disbursements of monies or incurrence of debts on behalf of the Corporation may be undertaken by such officer(s) or agent(s) of the Corporation, and in such manner, as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board of Directors. 2. Deposits and Accounts. All funds of the Corporation not otherwise employed shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board of Directors may select, or as may be selected by any officer(s) or agent(s) of the Corporation to whom such power may from time to time be delegated by the Board of Director. For the purpose of deposit and for the purpose of collection for the account of the Corporation, checks, drafts, and other orders of the Corporation may be endorsed, assigned, and delivered on behalf of the Corporation by such officer(s) or agent(s) of the Corporation as shall be determined by the Board of Directors. 3. Corporate Books and Records. The Corporation shall keep at its principal place of business (a) the original or a duplicate record of the proceedings of the Board of Directors, Committees, and members, (b) the original or a copy of the Bylaws, including all amendments thereof to date, certified by the Secretary, and (c) appropriate, correct, and complete books and records of account.
4. Annual Audit. The Corporation shall have conducted an annual independent Fiscal Audit of it’s financial records. ARTICLE VII Insurance and Indemnification 1. Insurance. The Corporation may purchase and maintain insurance on behalf of an individual who is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against any liability asserted against or incurred by him or her in that capacity or arising out of his or her status as such, whether or not the Corporation would have power to indemnify him or her against such liability pursuant to applicable law, the Articles of Incorporation, or these Bylaws. 2. Right to Indemnification. The Corporation shall, to the fullest extent required or permitted by applicable law, indemnify any person who is or was made, or is threatened to be made, a party to any actual or threatened proceeding because he or she (or his or her testator or intestate) is or was a Director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a Director, officer, partner, trustee, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise, against judgments, fines, amounts paid in settlement, and expenses (including attorney fees) actually and reasonably incurred in connection with such proceeding if: (a) he or she acted in good faith and in a manner he or she reasonably believed to be in, or not opposed to, the best interest of the Corporation; (b) in the case of a criminal proceeding, he or she had no reasonable cause to believe that his or her conduct was unlawful; and
(c) indemnification is authorized pursuant to the terms of these Bylaws. In the case of a proceeding brought by or in the right of the Corporation, indemnification shall be limited to amounts paid in settlement and reasonable expenses (including attorneys' fees) incurred in connection with the proceeding; except that the Corporation shall not indemnify any individual under such circumstances with respect to any claim, issue, or matter as to which he or she is adjudged liable to the Corporation, unless, and only to the extent that, the court in which such proceeding is brought (or, if no proceeding is brought, any court of competent jurisdiction) shall determine upon application that, despite the adjudication of liability and in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such portion of the settlement amount and expenses as the court shall deem proper. 3. Authorization of Indemnification. The Corporation shall not indemnify any individual unless and until a determination has been made that indemnification is permissible under the circumstances because the individual has met the standard of conduct set forth above in section 2 of this Article, and indemnification is authorized for the specific proceeding for which indemnification is sought. The determination that indemnification is permissible shall be made: (a) by the Board of Directors by a majority vote of a quorum consisting of Directors not at the time parties to the proceeding; (b) if such a quorum is not obtainable, or, even if obtainable, a quorum of disinterested Directors so directs, by independent legal counsel in a written opinion. The termination of a proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not of itself create a presumption that an individual did not meet the standard of conduct set forth above in section 2 of this Article. Authorization that indemnification should be made for the specific proceeding for which it is sought, and an evaluation as to the reasonableness of expenses, shall also be made in the manner prescribed by subsections (a) and (b) of this section, except that, if the determination that indemnification is permissible is made by special legal counsel under subsection (b), the authorization and evaluation of the reasonableness of expenses shall be made by those persons entitled under subsection (b) to select the counsel. 4. Advancement of Expenses. The Corporation shall pay for or reimburse the expenses (including attorneys' fees) incurred by a Director, officer, employee or agent in defending any proceeding in advance of final disposition of the proceeding if he or she furnishes the Corporation a written undertaking, executed personally or on his or her behalf, to repay the advance if it is ultimately determined that he or she is not entitled to be indemnified by the Corporation under this Article. 5. Mandatory Indemnification. The Corporation shall indemnify any Director, officer, employee or agent of the Corporation against expenses (including attorneys' fees) actually and reasonably incurred by him or her in defense of a proceeding referred to in section 2 of this Article, or of any claim, issue, or matter therein, to the extent such individual has been successful on the merits or otherwise. 6. Non-exclusivity of Rights. The right to indemnification and advancement of expenses conferred in this Article shall not be exclusive of any other right which any individual may have or hereafter acquire under law, the Articles of Incorporation, these Bylaws, or vote of members or disinterested Directors. 7. Repeal or Amendment. No repeal or amendment of this Article shall adversely affect any right or protection of an individual with respect to any act or omission occurring prior to such repeal or amendment.
ARTICLE VIII Accounting Period The annual accounting period of the Corporation shall be the calendar year.
ARTICLE IX Amendments
1. Bylaws. The Bylaws may be amended by the affirmative vote of a majority of the votes cast by the member organizations entitled to vote at a meeting of the member organizations at which a quorum is present.
2. Articles of Incorporation. Except as otherwise provided therein, the Articles of Incorporation may be amended by the affirmative vote of at least two-thirds (2/3) of the member organizations. |
