EMPIRE STATE ASSOCIATION OF THE DEAF,
Incorporated
BY-LAWS
Revised and adopted at the following:
58th Biennial Convention in Poughkeepsie, New York,
July 25-28, 1991; 59th Biennial Convention in Hempstead, New York, July
15-18, 1993; 60th Biennial Convention in Albany, New York, June
29-July 2, 1995; 61st
Biennial Conference in White Plains, New York, August 21-24, 1997, 64th
Biennial Conference in New York City, New York, July 31-August 2, 2003. 66th
Biennial Conference in Rochester, New York, March 29-April 1,2007
Table of Contents
Article I - Name
Article II - Object
Article III - Affiliation
Article IV - Branches
Article V - Affiliates
Article VI - Membership
Article VII - Membership Fees, Dues and Assessment
Article VIII - Meetings
Article IX - Branch Directors
Article X - Board of Directors
Article XI - Committees
Article XII - Officers
Article XIII - Duties of the President
Article XIV - Duties of the Vice President
Article XV - Duties of the Secretary-Treasurer
Article XVI - Duties of Branch Directors
Article XVII - Conference
Article XVIII - Parliamentary Authority
Article XIX - Dissolution
Article XX - Amendments
Article XXI - Standing Rules
Article I - Name
The
name of this corporation shall be the Empire (New York) State Association of
the Deaf, Inc., (ESAD),
hereinafter called the Association.
Article II - Object
Section
1. The Association shall serve as the focal point of all cooperating agencies
within New York State in promoting the welfare of the deaf in educational
measures, in employment and in any other field pertaining to or affecting the
deaf in their pursuit of economic security, social equality and all their just
rights and privileges as citizens of New York State.
Article III -
Affiliation
The Association shall be a cooperating
member of the National Association of the Deaf under such conditions as the
Board may determine.
Article IV - Branches
Section
2. A local organization that joins the Association as a Branch shall pay
regular dues and assessments as determined by the Board of the
Association. Each Branch shall send a
list of its officers and their addresses to the Executive Secretary of the
Association within one month after its admission.
Section
3. At a suitable time before each Conference, each Branch Director whose term
is expiring shall nominate a new director for the four (4) years, and submit
the name to the Board of the Association, which shall accept or reject the
nominee three months before the Conference.
If the nominee is rejected, the Branch shall nominate another and submit
his/her name to the Board. Upon the
acceptance of such nominee, the new Director
shall installed by the Branch at the first regular meeting following the
Conference, and after the preceding Branch Director shall have made a report on
the Conference. Such candidate shall conform in all particulars to the
Association's rules of eligibility for candidates to office.
Section
4. Each year, each active Branch shall pay to the Treasury of the Association a
sum determined by the Board for the Branch Directors Fund.
Section
5. Local organizations that have become Branches shall maintain an active
membership of at least ten (10) members and shall conform to all rules of
Parliamentary Procedure as well as to all rules and obligations pertaining to
Branches contained herein. Failure to
meet any of these rules or obligations shall result in loss of Branch status.
Article V - Affiliates
Section 1. A local organization of the deaf may, with the concurrence of
a majority of the Board, be designated as an affiliate of the Association and
cooperate with, and have the assistance of, the Association in all matters of
common interest.
Section
2. An affiliate shall pay into the Treasury of the Association an affiliation
fee as determined by the Board; provided, however, that the individual members
thereof shall not be entitled to any of the privileges of membership in the
Association. The affiliation fee shall cover one year from the date of joining
or renewal.
Section
3. Members of an affiliate may join the Association as individual members as
otherwise specified herein.
Article VI -
Membership
Section
1. All persons, both deaf and hearing, who are interested in the welfare and
purposes of the Association, regardless of their residence, are eligible for
membership in the Association upon payment of dues, as stipulated herein.
Article VII - Membership Fees, Dues and Assessments
Section
1. The Board shall have the power to impose such fees upon each member to levy
such membership dues and assessments as may from time to time be deemed
necessary.
Article VIII - Meetings
Section 1. A biennial meeting of
voting members for the transaction of Association business shall be held at the
Conference.
Section 2. The Board or the President may call special meetings of the
voting members at any time.
Section 3. Whenever under the Not-For-Profit
Corporation Law the voting members are required or permitted to take any action
by vote, such action may be taken without a meeting or written consent, setting
forth the action so taken, signed by all members entitled to vote thereon.
Section
1. The Association shall have one Director from each local Branch.
Section
2. Each Branch shall nominate its own candidate for Director from among its
members in good standing, subject to approval by majority vote of the
Board.
Section
1. The President, the Vice President, the Secretary-Treasurer, the Branch
Directors, all constitute the Board for the government, management and conduct
of the Association.
Section 2. The Board shall have the
general management of the official affairs of the Association. It shall carry
out the wishes of the Association so far as they can be ascertained. A majority vote of all members of the Board
shall be required to pass any motion involving expenditure in excess of an
amount to be determined by the Board.
Section
3. Any member of the Board may resign at any time by giving written notice to
the President of the Association. The
Association will take action thereon at the next meeting of the Board and
report through its Official Organ.
Section
4. Two-thirds (2/3) of the members of the Board shall constitute a quorum for
the transaction of business, except that in case of suspension of members or
officers, it shall be necessary for two-thirds (2/3) of the entire Board to
approve suspension. A majority of the
members present, whether or not a quorum is present, may adjourn any meeting to
another time and place without notice to any member.
Section 1. The officers of the Association shall be a President, a Vice
President, a Secretary-Treasurer, and shall hold their respective offices for
two years or until their successors are duly elected and qualified.
Section
3. The election of officers shall be by ballot.
A unanimous vote when there is but one candidate for an office shall
dispense with the ballot. The officer
presiding at the election shall appoint three tellers to supervise the
voting. The officers shall assume their
duties upon adjournment of the Conference at which they are elected.
Section
4. No one shall be eligible for election as an Officer of the Association who
shall not have been for two years prior to the Conference a member of the
Association in good standing or a certified member in good standing of any
other State Associations.
Section
5. An absent active member may be eligible if a technical consent shall have
been obtained and shall be eligible to become a candidate for any office.
Section
6. The candidates shall:
6.1.
Understand the duties involved.
6.2.
Demonstrate ability and willingness to perform the duties of office.
Article XIII - Duties of the President
Section
1. The President shall:
1.1.
Oversee general matters of the Association.
1.2.
Preside at all meetings of the Association and of the Board.
1.3.
Enforce order and decide all questions in dispute, subject to an appeal of the
Association by a two-thirds vote.
1.4.
Act as Chairperson of the Board.
1.5.
Have power, should a vacancy occur in the office of the Vice President, and the
Secretary-Treasurer by death, resignations, non-residency or otherwise, to
nominate an appointee to fill the expired term, such appointment to be subject
to the approval of the Board.
1.5.
Nominate the members of the standing committees and all other committees not
otherwise provided for herein, subject to Board approval.
1.6.
Have the deciding vote in case of tie on any question at a meeting of the Board
or the members of the Association.
1.7.
Be an ex-officio member of all standing committees.
1.8.
Issue warranties for proper withdrawals from the financial account and present
to the Executive Secretary to make checks payable after Board approval.
1.9.
Receive reimbursement for expenses at the discretion of the Association,
payable the first day of July each year.
Section
1. The Vice President shall:
1.1
Act in the capacity of the President in his/her absence or inability to act.
1.2.
Perform such other duties as may, from time to time, be required of him/her by
the Board or delegated by the President.
1.3.
Be the liaison between the Board and the Branches, and shall oversee branch
activities.
1.4.
Be the liaison between the Board and the Committees of the Association, and
shall oversee committee activities.
1.5.
Act as Coordinator of the ESAD Student Scholarship and Appreciation Awards and
choose 2 persons to serve.
Article XV - Duties of the Secretary-Treasurer
Section
1. The Secretary-Treasurer shall:
1.1.
Record the minutes of all proceedings of the Association and of the Board and
all notices and reports of meetings under the direction of the President.
1.2.
Have charge of all books and papers pertaining to the Association.
1.3.
Keep a record of all receipts and expenditures, and submit an audited report to
the Association at each Conference, or to the Board, whenever called upon to do
so.
1.4.
Keep an account of all property, investments and funds of the Association,
which at all times be opened for inspection.
1.5.
Surrender to the successor within 30 days after adjournment of the Conference
all audits and records in possession belonging to the Association.
1.6.
Be responsible for updating the Policy Manual.
Section
2. In the event he/she is unable to attend any meeting of the Board, the Board
shall choose one of its members to act as Secretary-Treasurer pro-tem for that
meeting.
Section
1. Before each Board meeting, an agenda with a list of specific items to be
discussed will be mailed to each Branch Director by the Executive
Secretary. The Branch Director shall
discuss the contents of the list with other members of his/her Branch or at a
special Branch board meeting.
Section
2. Each Branch Director shall give his/her Branch a full report on the business
transacted at each Board meeting or Association meeting at the next regular
meeting of the Branch.
Section
3. In the event of a Branch Director's inability to attend a Board meeting,
another member from the same branch must be appointed by the Branch President
to temporarily replace the Branch Director for that meeting. A written statement from the Branch President
shall serve as an authorization for this replacement. The substitute shall have
full voice and voting privileges at that meeting.
Section
2. Any Branch desiring to put in a bid for Conference site for its city must
write a letter to the Executive Secretary at least one (1) month prior to the
coming Conference to gain a formal consideration as a bidder.
Section
3. In the event no bids for the next Conference by a host city Branch are
offered, the Board shall sponsor the Conference, and by a two-thirds vote,
shall determine a site and date at a later date which shall be announced no
later than one (1) year prior to said Conference.
Article
XVIII - Parliamentary Authority
Section
1. The Constitution and Bylaws of the Association may be amended, altered or
repealed by two-thirds affirmative vote of the active members present at any
duly convened meeting of members, provided that at least ten (10) members of
the Board are present, or affirmative vote of three-fourths of the entire
Board.
Section
2. Any proposed amendments should be submitted to the Law Committee at least
one (1) month before the meeting at which they will be considered. Then such proposed amendments must be read
and seconded at least one (1) meeting before the meeting they are voted
upon. In addition, the notice of the
meeting at which the proposed amendments will be voted upon will describe them
briefly.
Section 3. These Bylaws may be suspended for a specific purpose by a 2/3
vote of the General Assembly.
Standing Rules are not part of the Bylaws but are the proper conduct of Board Business. They may be suspended, changed, or added to any Board business by a majority vote. Any item may be omitted if not needed.