Â ARTICLE I
SECTION 1: Corporate Name
The name of this Corporation shall be The Arc of the Mid-Columbia, hereinafter referred to as the Corporation.
SECTION 2: Principal Office
The principal office of the Corporation shall be at such place as the Board of Directors shall determine.
SECTION 1: Purposes
The purposes of the Corporation, in partnership with people with intellectual and developmental disabilities and their families, (hereinafter referred to as the Arcâ€™s constituency), members, and associated organizations shall work to ensure that The Arcâ€™s constituency has the supports and services they need, are accepted in their communities, and have maximum control of their own lives.
The Corporation exists for the following purposes:
- To advocate for the rights of The Arcâ€™s constituency.
- To improve their quality of life and the lives of their families.
- To achieve a large and active membership.
- To achieve a public understanding of the strengths, contributions and needs of The Arcâ€™s constituency.
- To promote and encourage research on prevention of the causes and effects of intellectual and other related developmental disabilities and on effective practices in fields related to supports and services for The Arcâ€™s constituency.
- ToÂ Â promote and encourage best practices in the field of services and supports to The Arcâ€™s constituency.
- To solicit and receive funds for the accomplishment of the above purposes.
- To promote and support the professionals and others who serve our constituency and who promote and support the core values of The Arc.
SECTION 2: Legal Status and Characterization
The Corporation shall, in addition, engage in any lawful activity for which Corporations may be organized under the Oregon Non-Profit Corporation Law, but limited only to the activities permitted a public benefit organization with the provisions of Internal Revenue Code, SECTION 501 (c) (3).
SECTION 1: Fiscal Year
The fiscal year shall be from July 1 to June 30, unless changed by the Board.
SECTION 2: Audit
The Board or Executive Committee may authorize an audit of the Corporationâ€™s records at any time.
SECTION 1: Individual Memberships
Membership shall be open to all people who support the purposes of the Corporation. Membership may be obtained by submitting the prescribed amount of dues (unless waived by the Board of Directors) and a complete name and mailing address to the Corporation.
SECTION 2: Membership in The Arc of Oregon and The Arc of the United States
Individual members of the Corporation are automatically members of The Arc of Oregon and The Arc of the United States.
SECTION 3: Dues Required
Memberships coincide with the fiscal year of the corporation running from July 1st until June 30th of the following year. A member is one whose dues are not delinquent.
SECTION 4: Voting Membership
Members shall be eligible to hold office and to vote in person on all questions at all membership meetings. No employee or paid consultant of the Corporation may serve as an officer, director, or voting committee member or delegate.
SECTION 5: Honorary Membership
Honorary membership or lifetime membership may be granted by the Board. Such membership shall be awarded at the Annual Meeting. Such members shall not pay dues, vote or be eligible to hold office based on such membership.
SECTION 6: Control of the Corporation Rests with the Membership
Control of the 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 meeting or at a special meeting called for that purpose. An action of the Board of Directors may be altered or rescinded with an affirmative vote of two-thirds (2/3), provided no rights of third parties are affected.
SECTION 7: Expulsion of Members
Any member whose actions are prejudicial to the interests of the Corporation, or of The Arc, or of persons with intellectual or related developmental disabilities may be expelled as follows:
A member may bring written complaint against another member, and submit it to the President or other Officer. The complaint shall present evidence to substantiate the accusation.
The President or other Officer shall notify the affected member that such an action will come before the Corporationâ€™s Board. A summary of the evidence shall be offered in support of the action, as well as the time, date, and place the Board 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 will be provided to show cause why the member should not be suspended or expelled.
The affected member shall have the right to appeal the decision to the general membership.Â Â On receipt of the appeal, the President or other Officer shall call a special meeting within 30 days prior to the date action will be considered and an opportunity will be provided to show cause why the member should not be suspended or expelled.
Upon an affirmative three-fourths (3/4) vote of the Board of Directors present at a meeting with a quorum, the affected member will be expelled.
The affected member shall have the right to appeal the decision to the general membership. On receipt of the appeal, the President or other Officer shall call a special meeting within 30 days at which the membership, having established a quorum, may overrule the decision of the Board of Directors by an affirmative vote of three-fourths (3/4) of the membership present.
SECTION 8: Public Representation
No member shall act or speak in the name of the Corporation without the approval of the President.
SECTION 9: Membership Lists
Membership lists shall not be published or made available outside the Corporation except where, in the opinion of the Board, the furnishing of such lists, in confidence, to a public or private agency will be in the best interests of the members and will serve the purposes of the Corporation.
SECTION 1: Dues
Members shall pay yearly dues as set by the Board of Directors.Â Â This amount shall include dues to The Arc of Oregon. A family membership shall be considered a single membership in paying dues to The Arc of Oregon.
SECTION 2: Date to Pay Dues
Dues are payable each year during July. Dues for new memberships will be honored through the current and next fiscal year for the corporation.
SECTION 3: Dues May Be Waived
Dues may be waived in specific cases by the Board of Directors when the payment of dues would constitute a hardship.
Meetings of the Corporation
SECTION 1: Annual Meeting
The Annual Meeting of the Corporation shall be held during the spring of each year at an exact time and place to be determined by the Board. The Annual Meeting may not be omitted.
SECTION 2: Special Meetings
Special meetings may be called by the President or on written application of five (5) members made to the Secretary who shall mail notices to all members not less than one week prior to the meeting stating the purpose of the meeting. Only business specified in the meeting notice may be transacted at a special meeting.
SECTION 3: Quorum
A quorum shall consist of fifteen percent (15%) of the membership or seven (7) members in good standing. Voting must be done in person.
SECTION 1: Composition and Election
The officers of this Corporation shall consist of a President, a Vice President, a Secretary and a Treasurer. The officers shall be elected at the Annual Meeting to serve for a term of two (2) years. Each officer shall, at the time of his/her election, be a member in good standing of the Corporation.
SECTION 2: Duties of Officers
All officers of this Corporation shall perform the duties usually pertaining to their respective offices and the Corporationâ€™s Board of Directors may assign other such duties as necessary. Except for the Nominating Committee, the President shall appoint all committee members and shall be a non-voting member of such committees.
Board of Directors
SECTION 1: Composition
The Board shall be composed of the officers of this Corporation, the immediate Past President of this Corporation, and seven (7) Directors elected by the Members at the Annual Meeting. A minimum of 50% of the Board of Directors shall be persons with intellectual or related developmental disabilities, or family members.
SECTION 2: Term of Office
The term of office of the Directors shall be two (2) years. Directors may be re-elected to an unlimited number of terms. Directors shall, at the time of their election, be members in good standing of the Corporation.
SECTION 3: Commencement Date
The newly elected officers and directors shall take office on July 1 following the Annual Meeting of the Corporation.
SECTION 4: Compensation
No compensation shall be paid to any officer or director for any services rendered to the Corporation. No paid employee of the Corporation shall hold any elective office in the Corporation
SECTION 5: Powers of Board
The Board of Directors is the governing body and shall have all powers of the Corporation, except as otherwise stated herein. All actions taken by the Board must be passed by a majority of the Board Members present.
SECTION 6: Review of Board Actions
Any action of the Board may be reviewed at the succeeding Annual Meeting of the Corporation or at a special meeting called for the purpose on written request of any three (3) members, lodged with the Secretary at least six (6) weeks before the meeting. Such action may be altered or rescinded by a two-thirds (2/3) affirmative vote, provided no irrevocable rights of third parties shall be affected by the rescission or alteration. The President shall present a report of the Board’s transactions at the Annual Meeting.
SECTION 7: Declaring a Vacancy
The Board may declare vacant the office of any director or officer who shall move from the state of Oregon, who shall be absent from three (3) consecutive 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 7: Filling Vacancies
The Vice President shall succeed to the presidency in case of a vacancy in that office. In the event the President and the Vice President are both unable to serve, the Secretary shall succeed to the presidency until a successor is elected.
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, then 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.
If any officer, with the exception of the President, or any director vacates his/her office before the term expires, the Board shall appoint a successor to serve until the next Annual Meeting. Time served as an appointed officer shall not be subject to term limit provisions for officers.
SECTION 8: Meetings of the Board
The Board shall meet between meetings of the Corporation and at such other times as the Board may find necessary to properly transact the business of the Corporation. Meetings of the Board may be called by the President or any three Directors. Notices of all Board meetings shall be sent to Board members. Notices of any special meetings shall be sent to Board members at least one week in advance.
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, e-mail, fax, or by telephone with immediate confirmation by mail, e-mail, fax or telephone. Replies must be received from three-fourths (3/4) of the Board members. A majority of those replying must vote in the affirmative for the proposal to carry.
SECTION 9: Quorum
The quorum needed for a Board Meeting shall be at least one-third (1/3) of the Board Members. A proxy cannot be used to meet the requirement of a quorum.
SECTION 10: Designation of a Proxy
In instances whereby members of the Board are unable to attend a meeting, they may elect to vote on items by proxy by designating the name of another board member to speak and vote for them. The proxy must either be given by telephone to the President or designee or mailed to the Corporation office in advance of the meeting, or carried by the person exercising the proxy.
SECTION 1: Composition
The Executive Committee shall be composed of the officers and the Immediate Past President of the Corporation.
SECTION 2: Powers of Executive Committee
The Executive Committee shall exercise all powers of the Board between meetings of the Board. All proceedings of the Executive Committee shall be reported to the Board at its next regular meeting and shall be subject to revision or alteration by the Board by a two-thirds (2/3) vote, providing no irrevocable rights of third parties shall be affected by such revision or alteration.
SECTION 3: Meetings
The Executive Committee may meet between meetings of the Board and at such other times as the Committee may find it necessary to transact the business of the Corporation. A meeting of the Executive Committee may be called by the President or by any two (2) officers. Board Members shall be notified at least one (1) week in advance if notified by mail or at least two (2) days in advance if notified by telephone, fax, or e-mail.
At least sixty (60) percent of the Executive Committee shall be present in person to constitute a quorum of the Executive Committee.
SECTION 1: Appointment
The Board shall, as finances permit, employ an Executive Director, establish the duties of the position, and fix the salary.
SECTION 2: Responsibilities
The Executive Director shall be the administrative head of the Association, serving at all times under the direction of the Board through the President. The Executive Director shall be responsible for implementing and executing policies, programs and activities approved by the officers, directors and committees of the Corporation; assist in developing goals and objectives and recommend policies, programs and activities for the consideration of the Board and the Executive Committee. The Executive Director shall work with the officers, the Board, the Executive Committee and other Corporation committees, local chapters and the members to make full use of the energies and proficiencies of the membership in strengthening the Corporation and carrying out its objectives.
SECTION 3: Meetings
The Executive Director shall attend all regular and special meetings of the Board when at all possible. Minutes of such meetings shall be kept and distributed promptly thereafter to all Board members and member chapters. The Executive Director shall endeavor to attend committee meetings.
SECTION 4: Reports
The Executive Director will give either verbal or written reports at all regular Board meetings. In addition, a written report will be required for the Annual Meeting.
SECTION 5: Personnel
The Executive Director shall have the authority, subject to the rules and regulations of the Board, to employ, terminate, fix duties and salaries, and establish office criteria of other employees of the Corporation.
SECTION 6: Representative of Corporation
The Executive Director is authorized to speak for the Corporation, but not beyond such limits as may be established by the Board.
SECTION 7: Contractual Agreements
The Executive Director shall not enter contractual agreements without authorization from the Board.Â
Nominations and Elections
SECTION 1: Composition of Nominating Committee
The Nominating Committee shall consist of at least three (3) members. The chair shall be the Immediate Past President.Â Â The other two members shall be elected by the membership at the annual meeting. The members will serve on the Nominating Committee until the next annual meeting.
In the event that the Immediate Past President is unwilling or unable to serve on the Nominating Committee, the Board of Directors shall select one of the other Directors to serve as Chairperson of the Nominating Committee.
Any member who is unable to serve shall notify the President, who shall then appoint a successor, subject to Board approval.
SECTION 2: Slate Development
The Nominating Committee shall select a slate of one (1) or more eligible persons for each Officer and Director position and two (2) or more eligible persons to serve on the Nominating Committee. The Nominating Committee shall submit its slate of nominees to the Secretary at least 30 days prior to the Annual Meeting. The Secretary shall include this slate in the call for the Annual Meeting.
SECTION 3: Slate Presented
The election shall be held at the business session of the Annual Meeting. The report of the Nominating Committee shall be read by its Chairperson or in his/her absence by the Secretary.
SECTION 4: Nominations from Floor
The President shall invite nominations from the floor for each vacant position. Each person nominated from the floor must be eligible and 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.
SECTION 5: Secret Ballot
Voting shall be by secret ballot for any position for which there is more than one (1) candidate.
SECTION 6: Conduct of Election
The Chairperson of the Nominating Committee shall serve as head teller and the President shall appoint two (2) other tellers to serve with the head teller. The teller shall count the votes and give the count to the President, who shall announce the count before the end of the business session.
To be elected, a candidate must receive a majority of the votes cast for that person except that in electing members of the Nominating Committee, the two (2) candidates receiving the largest number of votes shall be declared elected. In case a candidate for a position other than on the Nominating Committee does not receive a majority of the votes cast, a vote shall be taken on the two candidates receiving the highest number of votes.
SECTION 7: Commencement of elected positions.
Officers and directors shall take office on July 1 following the annual meeting election of officers and directors.
SECTION 1: Appointments
The President, with the advice of the Board, shall appoint all committee chairpersons and members with the exception of the Nominating Committee. The terms of service for committees shall be one year, subject to reappointment.
Each committee shall serve from July 1st following the Annual Meeting until the next calendar June 30th.
SECTION 2: Standing Committees
The Board of Directors shall designate those standing committees required to carry out the continuing functions of the Corporation. The President, with the advice of the Board, shall determine the duties and objectives of the standing committees.
SECTION 3: Special Committees
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.
SECTION 4: Voting Committee Members
All voting committee members shall, at the time of their appointment, be members in good standing of this Corporation. However, the President may appoint other persons, such as educational and professional leaders, to serve with the committee in an advisory or consulting capacity.
SECTION 6: Reports to Board
Each committee shall report to the Board through its Chairperson.
SECTION 7: Discharge of Committee Membership
The Board may discharge any committee chairperson or member who fails to carry out the responsibilities assigned to that committee.
SECTION 8: Conflict Resolution
The President shall decide any conflict of jurisdiction among committees.
Relationship with State and National Components
This Corporation agrees to remain in good standing with the state and national components of The Arc, to work with these Corporations in every way and to adhere at all times to their policies.
This Corporation further agrees to send to the state office and National Headquarters such reports, financial information, membership transmittals, etc., that are required and to financially support the activities of these Corporations in accordance with their stated policies.
An up-to-date edition of Robert’s Rules of Order, Revised, shall govern the conduct of the business at meetings of the Corporation and the Board in all cases in which they are applicable and not in conflict with these Bylaws.
Amendments to Bylaws
These Bylaws may be amended or repealed, and new bylaws adopted with an affirmative vote of two-thirds (2/3) of those members present at the Annual Meeting or at a special meeting called for the purpose.
Any proposed amendment shall have been presented in writing at least (3) weeks in advance of the meeting at which the vote is to be taken. No proposed amendments shall conflict with those of The Arc of Oregon.
Adopted as the Bylaws of The Arc of the Mid-Columbia on this 13th day of June 2017.
The Arc of the Mid-Columbia
Richard Williams, President
Ashley Johnson, Vice-President