DISABLED IN ACTION OF METROPOLITAN NEW YORK BY-LAWS
May 1, 1992
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Section 1. Membership
Section 2. Annual Meeting
The annual meeting of the members of the corporation shall be held at the office of the corporation in Metropolitan New York (or at such other place, within or outside of the area, as the Board of Directors may from time to time determine), on the day of ________ in each year, at ____ o'clock, commencing in 19__, if not a legal holiday, then on the next succeeding business day. The meeting shall be for the purpose of electing officers and directors of the corporation and for the transaction of such other business as may come before the meeting.
Section 3. Special Meetings
Special meetings of the corporation may be called in the following fashion:
Section 4. Notice of Meetings
Notice of the date, time, place and purpose of each General Membership meeting and Special meeting shall be given to every member of the corporation by mail or in a publication of the corporation. All DIA meetings shall be open.
Section 5. Waiver of Notice
Notice of meeting need not be given to any member who submits a signed waiver of notice, in person or by proxy, whether before or after the meeting. The attendance of any member at a meeting, in person or by proxy, without protesting prior to the conclusion of the meeting the lack of notice of such meeting, shall constitute a waiver of notice by him.
Section 6. Quorum and Adjournment of Meetings
At all meetings of the members, except as otherwise provided by law, 100 members or one-tenth of the total number of votes entitled to be cast thereat, whichever is lesser, present in person or by proxy, shall constitute a quorum for the transaction of business. In the absence of a quorum, a majority of the members so present or represented may adjourn the meeting from time to time until a quorum is obtained. At any such adjourned meeting at which a quorum is present, any business may be transacted which might have been transacted at the meeting originally called.
Section 7. Organization
In the absence of the President and the Vice President, the Chairperson shall be chosen by the members present. The presiding officer shall choose the Recording Secretary if he/she is absent.
Section 8. Inspectors of Election
At each annual or special meeting the presiding officer shall select a committee of three who shall act as Inspectors of Election and who shall after all votes by ballot certify in writing to the presiding officer the results of said ballot and the certified copy shall be physically affixed in the minute book to the minutes of that meeting. No Inspector of Election shall be a candidate for office or personally interested in the question voted upon.
Section 9. Voting
At any meeting of the members, each member present in person or by proxy appointed by an instrument in writing, subscribed by such member or his duly authorized attorney and delivered to the Secretary of the meeting, shall be entitled to one vote. The vote for directors shall be by closed ballot. All questions, the manner of deciding which is not otherwise prescribed, shall be decided according to Robert’s Rules of Order or the by-laws according to precedence.
Section 10. Proxies
Every member of the corporation entitled to vote at any meeting may choose another member of the corporation to act as their agent. A proxy shall be in writing or by phone to a person chosen by the Board and shall be for that meeting only.
Section 1. Number, Qualification, Nomination, Election and Term of Office
Section 2. Removal of a Director
Any director may be removed with cause. Notice must be given to the individual in question within 60 days from the alleged offense, by certified mail, of a hearing before the Board of Directors, to be held no less than 21 days following the mailing. A quorum of three-fourths, and a two-thirds majority vote of those Board members present shall decide on the charges in question. A vote for removal from the Board shall not constitute removal from the corporation, and the individual shall retain membership status, with the right of appeal to the general membership. The Board of Directors shall notify the members of the accused person's status on a just cause basis.
Section 3. Newly Created Directorships and Vacancies
Newly created directorships resulting from an increase in the number of directors and vacancies occurring in the Board of Directors for any reason may be filled by a vote of a majority of the directors then in office. A director elected to fill a vacancy shall be elected to hold office until the next annual meeting of members of the corporation.
Section 4. Resignations
Any director may resign at any time, in writing, by notifying the President or the Secretary of the corporation. Any such resignation shall take effect at the time therein specified, and, unless otherwise specified, the acceptance of such resignation shall not be necessary to make it effective.
Section 5. Compensation
Directors shall not receive any compensation for serving as directors of the corporation. Neither shall they receive compensation from within or without the corporation from serving in another capacity representing it, if such compensation exceeds $200 per annum.
Section 6. Powers and Duties
The Board shall have general power to manage and control the affairs and property of the corporation. They shall have power, by majority vote, to adopt rules and regulations governing the action of the Board and to decide upon the distribution and payment of the money received by the corporation from time to time. All powers of the Board are subject to the advice and consent of the General Membership which may override board decisions by majority vote at any duly constituted General Membership meeting.
Section 7. Regular Meetings
There shall be no less than six regular Board meetings. They shall be held at such places and times determined by the Board. Notice of such meetings shall be given to every member of the corporation by mail or in a publication of the corporation. Regular meetings shall be open to all members.
Section 8. Special Meetings
Special meetings of the Board may be called by the President or no less than three Board members with/without written notice. Board members shall be informed of those meetings by the President or a person so designated for that purpose.
Section 9. Waivers of Notice of Meetings
Notice of any meeting of the Board need not be given to any director who submits a signed waiver of such notice, whether before or after such meeting, or who attends such meeting without protesting, prior thereto or at its commencement, the lack of notice to him.
Section 10. Quorum
Only a majority of directors constitute a quorum.
Section 1. Number and Qualifications
The officers of the corporation shall be a President, a Secretary, a Treasurer and such other officers, if any, including one or move Vice Presidents as the Board of Directors may from time to time appoint. Only members may be officers of the corporation.
Section 2. Election and Term of Office
See Article II - Section 1.
Section 3. Other Agents
The Board of Directors may appoint from time to time such agents as it shall deem necessary, each of whom shall hold during the pleasure of the Board, and shall have such authority and perform such duties and shall receive such reasonable compensation, if any, as the Board of Directors may from time to time determine.
Section 4. Removal
Same as removal of a Board member. See Article II - Section 2.
Section 5. President - Powers and Duties
The number of directors shall be no less than three and no more than twenty one, the number remaining constant unless changed at a nominating meeting by a majority of the general membership.
Section 6. First Vice President - Powers and Duties
Section 7. Second Vice President - Powers and Duties
Section 8. Treasurer - Powers and Duties
Section 9. Recording Secretary - Powers and Duties
Section 10. Corresponding Secretary - Powers and Duties
Section 11. Succession for President
The order of succession in case the president is incapacitated or is unable to perform his/her duties as president for any reason shall be the order of the officers as listed in this Article: Sections 6-10.
Section 1. Chairpersons and Reports
Chairpersons of committees shall be elected by a majority of committee members. The chairperson or a representative of each committee shall present a verbal report of the committee's activities at each Board and General Membership meeting. If this is impossible, the chairperson or a representative shall submit a written report to the Board and/or General Membership meeting.
Section 2. Reviews
The functioning of each committee shall be reviewed annually by the Board.
Section 3. Standing and Ad-Hoc Committees
There shall be several standing committees which include: Health and Human Services, Access, Legal Liaison, Consciousness Raising, Newspaper, Radio and television, Membership, Fund-Raising. Ad-hoc committees shall be created, when necessary.
CONTRACTS, CHECKS, NOTES, CONTRACTS, Etc.
Section 1. Checks, Notes, Contracts, Etc.
The Board of Directors is authorized to select such depositories as it shall deem proper for the funds of the corporation and shall determine who shall be authorized in the corporation's behalf to sign bills, notes, receipts, acceptances, endorsements, checks, releases, contracts and documents.
Section 2. Investments
The funds of this corporation 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, or stocks, bonds or other securities, as two-thirds of the Board of Directors in its discretion may deem desirable.
The corporation may indemnify any person who is or was a director or officer of the corporation in accordance with and to the extent permitted by Article VII of the Not-For-Profit Corporation Law.
OFFICE AND BOOKS
Section 1. Office
The office of the corporation shall be or at such other place as the Board of Directors may from time to time determine.
Section 2. Books
There shall be kept at the office of the corporation necessary records of all monetary transactions. There shall also be kept at the office of the corporation a copy of each of the following: the Certificate of Incorporation, federal and state tax exemption certificates, these by-laws, all other important financial documents and all minutes of the meetings of the General Membership and of the Board.
CORPORATE SEAL AND USE OF DIA NAME
The seal of the corporation shall be circular in form and shall bear the name of the corporation and words and figures showing that it was incorporated in the State of New York and the year of its incorporation.
The fiscal year of the corporation shall be determined and may be changed by resolution of the Board.
The Board of Directors shall hire and fix the compensation of any and all employees which they in their discretion may determine to be necessary in the conduct and operation of the organization.
The Board of Directors shall set the dues with the understanding that the rights and privileges of membership in the organization shall not be prejudiced by the financial status of the applicant.
These by-laws may be amended, repealed, or altered by vote of the majority of the members voting by an amendment ballot, either at a meeting, by proxy, or by mail, to a person chosen by the Board. An amendment ballot must be mailed to all DIA members no less than 20 days prior to the meeting that by-laws will be discussed and voted on and include an envelope addressed to a person chosen by the board. For each by-law change, a copy of the original version of the by-law, a copy of the by-law change, and short for and against statements must be included with the amendment ballot where an amendment is contested. The amendment(s) shall be voted on no later than two general membership meetings following the general membership meeting where amendments were discussed.
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