Georgia Association on Higher Education and Disability

  By-Laws  

ARTICLE I. OFFICES

ARTICLE II. MEMBERS

ARTICLE III. MEETINGS OF MEMBERS

ARTICLE IV. OFFICERS

ARTICLE V. BOARD OF DIRECTORS

ARTICLE VI. COMMITTEES

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

ARTICLE VIII. CERTIFICATES OF MEMBERSHIP

ARTICLE IX. BOOKS AND RECORDS

ARTICLE X. FISCAL YEAR

ARTICLE XI. DUES

ARTICLE XII. FINANCE

ARTICLE XIII. SEAL

ARTICLE XIV. WAIVER OF NOTICE

ARTICLE XVI. RULES OF ORDER

ARTICLE XVI. AMENDMENTS TO BY-LAWS

Adopted on June 3rd, 2015.

ARTICLE I. OFFICES

Section 1. Principal Office. The initial principal office of the corporation in the State of Georgia shall be located in the City and County of the Treasurer. The address of the principal office may be changed from time to time by the Board of Directors. The corporation may have such offices, either within or without the State of Georgia, as the Board of Directors may determine or as the affairs of the corporation may require from time to time.

Section 2. Registered Office. The corporation shall have and continuously maintain in the State of Georgia a registered office, and a registered agent whose office is identical with such registered office, as required by the Georgia Nonprofit Corporation Code. The registered office may be, but need not be, identical with the principal office of the corporation in the State of Georgia , and the registered agent and the address of the registered office, may be changed from time to time by the Board of Directors.

Section 3. Organization Name. From 1993 until November 12, 2003 the organization was known as Georgia Association for Disability Service Providers in Higher Education (GADSPHE). As of November 12, 2003 after an affirmative vote of the board and current membership the organization is to be known as the Georgia Association on Higher Education and Disability (Georgia AHEAD), and is affiliated with the national AHEAD organization. Affiliation confirmation was received from AHEAD national organization on January 14, 2004 from AHEAD president Grady Landrum.

ARTICLE II. MEMBERS

Section 1. Definition. For purposes of these By-Laws and for the governance of the corporation generally, the phrase "person with a disability" shall be defined as an individual with a physical or mental impairment that substantially limits one or more major life activities has a record of such an impairment; or being regarded as having such an impairment. Major life activities include, but are not limited to, caring for oneself, performing manual tasks, seeing, hearing, eating, sleeping, walking, standing, lifting, bending, speaking, breathing, learning, reading, concentrating, thinking, communications, and working. A major life activity also includes he operations of a major bodily function, including but not limited to, functions of the immune system, normal cell growth, digestive, bowel, bladder, neurological, brain, respiratory, circulator, endocrine and reproductive functions.

Section 2. Classes of Members. The corporation shall have three (3) classes of members, designated as "Professional", "Student", "Institutional" and “Associate an: (non-voting, cannot hold an elected office, is able to sit on committee).

Section 3. Professional Membership. A Professional Member shall be any person actively working in higher education to enhance educational opportunities for students with disabilities. Each professional member shall pay annual dues as established in accordance with these By-Laws, shall have one vote on all matters on which members are entitled to vote, and shall not be eligible to hold an elected office. The Board of Directors may appoint a student representative.

Section 4. Student Membership. A Student Member shall be any person enrolled in a higher education program who has an interest in promoting the purposes of the corporation as set forth in the Articles of Incorporation and these By-Laws. A Student Member shall pay annual dues as established in accordance with these By-Laws, and may attend meetings and have a voice, with rights to vote, and shall not be eligible to hold office.

Section 5. Institutional Membership. Institutional Membership shall be open to any institution of higher education in the State of Georgia . An Institutional Member shall pay annual dues as established in accordance with these By-Laws, and shall be entitled to appoint an individual member, who shall pay no individual annual membership fees, but who shall be entitled to all of the rights and privileges of Professional Membership, including the right to vote and hold office. An institutional member shall have no right to vote or hold office in its own right, but only through its appointed members. Membership paid by an institution covers an unlimited number of disability service professionals employed by that institute. All individuals who are to be included in the membership at the time the application is submitted should be listed on the application.

Section 6. Eligibility for Membership. Any person, organization or institution who shall satisfy the requirements for membership as set forth hereinabove shall, upon application, any necessary proof of active employment, affiliation or matriculation, and payment of dues, become a member of the appropriate class.

Section 7. Voting rights. Each member in good standing of a class entitled to vote shall be entitled to one vote on each matter submitted to a vote of the members. Each member of a nonvoting class shall have one vote on any matter where the affirmative vote of such class of members is required by law.

Section 8. Termination of Membership. Any member who fails to pay the required dues within thirty (30) days of the due date as established by the Board of Directors shall be automatically suspended until the dues are paid, and shall be automatically terminated after thirty (30) days of suspension.

Section 9. Resignation. Any member may voluntarily terminate membership at any time, by written resignation delivered to the Secretary, but such resignation shall not relieve the resigning member of any obligation for dues, assessments or other charges theretofore accrued but unpaid.

Section 10. Reinstatement. Any member who has been terminated for cause may, upon written request to the Secretary, and by the affirmative vote of two-thirds of the members of the Board, be reinstated, upon such terms as the Board of Directors may deem appropriate. The Board of Directors shall provide by resolution a procedure for reinstatement of members for the non-payment of dues.

Section 11. Transfer of Membership. Membership in the corporation is not transferable or assignable, except that upon termination or resignation of any representative of an organization or institution, such organization or institution may appoint a successor representative.

Section 12. Change of Status. Any person who has qualified for Professional Membership in his or her own right shall not become ineligible for such class of membership by reason of a change in employment or employment duties, so long as such individual continues to pay the dues appropriate to such class. A representative of an organization or institution may continue to be a member of the corporation after he or she ceases to be such representative, and shall be entitled to membership in that class of members for which such member would have been eligible in his or her own right at the time of his or her appointment, or is eligible upon application for individual membership, at the discretion of the member.

ARTICLE III. MEETINGS OF MEMBERS

Section 1. Annual Meeting. An annual meeting of the Members shall be held each year for the purpose of electing officers of the corporation and for the transaction of such other business as may come before the meeting. The Board of Directors shall by resolution determine the date, time and place of such meeting, and shall give notice thereof as herein below set forth. If the election of officers shall not be held on the day appointed for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members or by electronic voting with e-mail address on record as soon thereafter as conveniently may be.

Section 2. Special Meetings. Special meetings of the members may be called by the President, by resolution of the Board of Directors or by the written request of at least ten percent of the members entitled to vote.

Section 3. Place of Meeting. The Board of Directors shall designate the place of all annual meetings and of any special meeting called by the Board, which may be either within or outside the State of Georgia . If a special meeting shall be otherwise called, the place of meeting shall be designated by the person or persons calling the meeting and specified in the notice thereof. If all of the members shall meet at any time and place, whether within or outside the State of Georgia, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any corporate action may be taken. The Board of Directors shall be notified with proper notice.

Section 4. Notice of Meetings. Written notice stating the place, day and hour of any annual meeting shall be delivered, either personally or by mail or electronic mail with e-mail address on record, to each member entitled to voice or vote at such meeting, not less than twenty-one days before the date of such meeting, by the Secretary or at the direction of the President. When notice of any matter to be brought before the meeting shall be required by these By-Laws or by law, such notice shall also state the purposes of such meeting. Written or electronic notice stating the place, day and hour, of any special meeting, and the purposes for which such meeting was called, shall be delivered, either personally or by mail or electronic mail with e-mail address on record, to each member entitled to voice or vote at such meeting, not less than seven days before the date of such meeting, by or at the direction of the President or the Secretary, or of the Directors or members calling such meeting. If mailed, the notice of a meeting shall be deemed delivered when deposited in the United States mail, addressed to the member's address as it appears on the records of the corporation, with postage thereon prepaid.

Section 5. Quorum. The presence of members holding one-third of the votes which may be cast at any meeting shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, the meeting will be deferred until further notice.

Section 6. Proxies. Proxy voting shall not be allowed.

Section 7. Mail Voting.
(a) Where an annual meeting shall for any reason fail to elect officers, the election required by Article III, Section 1 hereinabove may be conducted by mail or by electronic voting with e-mail address on record in such manner as the Board of Directors shall determine. Election shall be by a plurality of votes, provided that at least one-third of the members entitled to vote shall cast votes.
(b) Where electronic voting with e-mail address on record vote is sought for amendment of these By-Laws, approval of any amendment, alteration, revocation of a By-Law or adoption of any additional By-Laws shall be by a majority of those responding, provided that at least one-third of the members entitled to vote shall cast votes.

Article IV. OFFICERS

Section 1. Officers. The officers of the corporation shall consist of a President, a President-Elect, a Secretary, and a Treasurer, who shall be elected by vote of the members at an annual meeting. The Board of Directors may also elect one or more Vice Presidents, Assistant Secretaries and Assistant Treasurers as it shall deem desirable, such officers to have the authority and perform the duties prescribed, from time to time, by the Board of Directors. Any two or more offices may be held by the same person, except the offices of President and Secretary.

Section 2. Election and Term of Office. The President-Elect and Secretary shall be elected annually by the members at their regular annual meeting. The Treasurer shall be elected biennially by the members at their regular annual meeting, beginning in 1994. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be, in accordance with Article III. Lesser offices may be created and filled at any meeting of the Board of Directors. The terms of the President and President-Elect shall run until noon, July 1 and the term of the Secretary and Treasurer shall run until noon, July 1 and until their successors are duly elected and qualified. Thereafter, the term of each elected officer shall be for a period of one year (two years in the case of the Treasurer and Secretary) which term shall begin at noon on the July 1, following their election. The term of the President shall be for one year, beginning the second July 1 following his or her election as President-Elect.

Notwithstanding the foregoing, no member-elected officer's term shall expire until a successor shall have been duly elected and shall have qualified. The terms of Board-elected officers shall expire July 1 following their election, unless the Board shall by resolution provide otherwise.

Section 3. Succession of President-Elect. Upon completion of the term as President-Elect, the President-Elect shall become President of the corporation, unless the Board of Directors shall, by majority vote of the whole Board, at a meeting called as for the removal of an officer under Section 5 herein below, determine that the President-Elect shall have ceased to be eligible to hold office (e.g. because of termination of membership) or is, for cause, unqualified to hold the office of President, in which case the office of President-Elect shall become vacant.

Section 4. Eligibility. No person shall be a member-elected officer who is not an active member of the corporation. No two persons who are employees of, or members appointed by, the same institution shall be elected to office in the same year.

Section 5. Removal. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the corporation would be served thereby. Any officer elected by the members may be removed, for cause, by majority vote of the members at a special meeting called for that purpose, or by the vote of a majority of the entire Board, at a special meeting called for that purpose. If a meeting is called for the removal of a member-elected officer, the notice of such meeting shall so state and shall state the cause(es) for such removal.

Section 6. Vacancies. In the event of a vacancy in the office of President, the President-Elect shall assume the duties of President, without prejudice to his or her ensuing term of office. In the event of a vacancy in the office of President-Elect, the members shall elect both a President and a President-Elect at the next regular annual meeting of members. Any vacancy in any other office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the un-expired portion of the term.

Section 7. President. The President shall be the principal executive officer of the corporation and shall in general supervise and control all of the business and affairs of the corporation. The President shall preside at the meetings of the members and of the Board of Directors, and may sign, with the Secretary or any other proper officer of the corporation authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board of Directors has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board of Directors or by these By-Laws or by statute to some other officer or agent of the corporation; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall be ex officio a member of all committees, and shall appoint the chairpersons of all standing committees, except as otherwise set forth in these By-Laws.

Section 8. President-Elect. In the absence of the President or in the event of an inability or refusal to act, the President-Elect shall perform the duties of the President, and, when so acting, shall have all powers of and be subject to all the restrictions upon the President, without prejudice to his or her subsequent term of office. The President-Elect shall be the corporation's standing committee coordinator, and in such capacity shall coordinate and direct as appropriate the functions of all standing committees as directed by the President or the Board. The President-Elect shall perform such other duties as from time to time may be assigned by the President or the Board of Directors.

Section 9. Treasurer. The Treasurer shall have charge and custody of and be responsible for all funds and securities of the corporation; receive and receipts for moneys due and payable to the corporation from any source whatsoever, and deposit all such moneys in the name of the corporation in such banks, trust companies, or other depositories as shall from time to time be selected in accordance with the provisions of Article VII of these By-Laws; and in general perform all the duties incident to the office of Treasurer and such other duties as from time to time may be assigned by the President or by the Board of Directors. The Treasurer shall have responsibility for disbursing all funds of the corporation, under policies approved by the Board or the members, and shall authorize all disbursements in writing, in advance, or shall disburse upon the written direction of the President or other designated executive officer. The Treasurer shall keep adequate and appropriate records of receipts and disbursements, and shall submit quarterly reports to the Board, and annual reports to the Board and the members, reflecting the most recent period's activities. If required by the Board of Directors, the Treasurer shall give a bond for the faithful discharge of the duties of such office in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 10. Secretary. The Secretary shall keep the minutes of all meetings of the members and the Board of Directors in one or more books provided for that purpose; assure that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the corporate seal and see that the seal is affixed to all documents, the execution of which on behalf of the corporation under its seal is duly authorized in accordance with the provisions of these By-Laws; keep a register of the post-office addresses of each member which shall be furnished to the Secretary by such member; and in general perform all duties incident to the office of recording and corresponding Secretary and such other duties as from time to time may be assigned by the President or by the Board of Directors.

Section 11. Vice Presidents, Assistant Secretaries and Assistant Treasurers. The Vice Presidents, Assistant Treasurers and Assistant Secretaries, in general, shall perform such duties as shall be assigned by the President, the Treasurer or the Secretary, respectively, or by the President or the Board of Directors. If required by the Board of Directors, Assistant Treasurers shall give a bond for the faithful discharge of the duties of such office in such sum and with such surety or sureties as the Board of Directors shall determine.

Section 12. Nomination of Officers, Election Procedure. There shall be established, as a special committee, a Nomination and Election Committee, consisting of five or more members, chosen annually by resolution of the Board of Directors. The chairperson shall be appointed by the President, with the advice and consent of the Board of Directors, exercisable by majority vote at any regular or special meeting. The Nomination and Election Committee shall poll the membership for the names of possible candidates to be placed on the nomination ballot for the positions of President Elect, Secretary and Treasurer, and, when applicable, President, and shall screen and select appropriate candidates from among these nominees. No person nominated and accepted as a candidate shall be placed in nomination for another office during the current election. The Nomination and Election Committee shall conduct the election of officers by secret ballot. The Nomination and Election Committee shall submit proposed procedures for carrying out the annual election to the Board of Directors for approval. The Board of Directors may, prior to the first regular meeting of the members, establish procedures for nomination by petition and/or from the floor at the annual meeting.

Section 13. Regions. The Board of Directors may establish designated regions within the state at their discretion. Each region shall have a designated regional representative who serves on the Board of Directors. Regions may hold meetings as required to accomplish any business assigned by the Board of Directors or requested by voting members within the region. Regions may not collect additional dues or retain funds in excess of what is required to support meetings, establish separate By-Laws, or appoint offers other than the designated representative. The President-Elect shall appoint the regional representatives for one-year terms to run concurrently with the other officers’ terms.

ARTICLE V. BOARD OF DIRECTORS

Section 1. General Powers. The affairs of the corporation shall be managed by its Board of Directors, except for functions and powers reserved to the members.

Section 2. Number, Tenure and Qualifications. The Board of Directors shall consist of the President, the President-Elect, the Secretary, the Treasurer, the immediate past President, the chairpersons of the standing committees, and the designated regional representatives for such regions as the Board of Directors shall establish

Section 3. Regular Meetings. A regular annual meeting of the Board of Directors shall be held without other notice than this Bylaw immediately prior to, and in the same place as, the annual meeting of members. At such meeting, the Board shall by resolution designate the time and place of the first meeting of the incoming Board of Directors. The Board of Directors may provide, by resolution, the time and place, either within or without the State of Georgia, for the holding of additional regular meetings of the Board without other notice than such resolution.

Section 4. Special Meetings. Special meetings of the Board of Directors may be called by the President or by any two or more Directors. The person or persons authorized to call special meetings of the Board may fix any place, either within or outside the State of Georgia , as the place for holding any special meeting of the Board.

Section 5. Notice. Notice of any special meeting of the Board of Directors shall be given at least ten business days. If electronically transmitted such notice shall be deemed delivered upon transmission.

Section 6. Quorum. A majority of the members of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special meeting of the Board; but if less than a majority of the Directors are present at said meeting, a majority of the Directors present may adjourn the meeting from time to time without further notice.

Section 7. Manner of Acting. The act of a majority of the Directors present at any regular or special meeting of the Board at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or these By-Laws.

Section 8. Vacancies. Any vacancy occurring in the Board of Directors, and any directorship to be filled by reason of an increase in the number of directors may be filled by the affirmative vote of a majority of the remaining directors, though less than a quorum of the Board of Directors. A director elected to fill a vacancy shall be elected for the un-expired term of the predecessor in office, or if there is no predecessor, for such term as shall be stated by the remaining directors.

Section 9. Compensation. Directors as such shall not receive any stated salaries for their services, but by resolution of the Board of Directors, a fixed sum and expenses of attendance (mileage and parking when determined necessary paying at current state rate; excluding lodging and food), if any, may be allowed for attendance at each regular or special meeting of the Board; but nothing herein contained shall be constructed to preclude any Director from serving the corporation in any other capacity and receiving compensation therefore.

Section 10. Informal Action by Directors. Any action required or permitted to be taken at a meeting of directors may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all of the Directors.

Section 11. Teleconferenced Meetings. A director may attend any meeting of the Board by any means of telecommunication, which will permit such director to communicate with all other directors present at the meeting.

ARTICLE VI. COMMITTEES

Section 1. Committees of Directors. The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate and appoint one or more committees, each of which shall consist of two or more Directors, which committees, to the extent provided in said resolution, shall have and exercise the authority of the Board of Directors in the management of the corporation. No committee shall have the authority of the Board of Directors in reference to any of the following: amending, altering or repealing the By-Laws or adopting new By-Laws; electing, appointing or removing any officer or Director of the corporation or any member of any such committee; amending or restating the Articles of Incorporation; adopting a plan of merger or consolidation with any other entity; authorizing the sale, lease, exchange or mortgage of all or substantially all of the property or assets of the corporation; authorizing the voluntary dissolution of the Corporation or revoking procedures therefore; adopting a plan for the distribution of the assets of the corporation; or amending, altering or repealing any resolution of the Board of Directors, except as expressly authorized. The Board may impose such other and further restrictions on the authority of any or all such committees as its shall deem appropriate. The designation and appointment of any such committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed upon it by law. The President shall be ex officio a member and chairperson of all such committees.

Section 2. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the corporation may be appointed as follows:

(a) Standing Committees. The members of the corporation may by majority vote at any annual meeting, or at any special meeting called for such purpose, establish such standing committees as they deem necessary to conduct the activities of the corporation. The members may by resolution appoint the members of any such committee, or establish the procedure for choosing members of such committees. In default of such resolution, the members of the standing committees shall be chosen by the chairperson thereof, with the advice and consent of the Board. Unless otherwise provided in these By-Laws, the President-Elect shall choose the chairperson of all standing committees, with the advice and consent of the Board, and need not appoint a member of the committee to such office.

(b) Special Committees. Special Committees may be established by the members, the Board, or the President, for specific purposes and/or tasks in furtherance of the purposes and philosophy of the corporation, and shall automatically be dissolved upon completion of the appointed charge. The action establishing the special committee shall appoint its chairperson, who shall appoint its members, with the advice and consent of the Board.

Section 3. Removal of Members. Any member of a Committee may be removed by the person or persons authorized to appoint such member, or by resolution of the Board of Directors, whenever in their judgment the best interests of the corporation shall be served by such removal.

Section 4. Term of Office. Each member of a standing committee shall continue as such until the commencement of the next Presidential term, and until a successor is appointed, unless the committee shall be sooner terminated, or unless such member be removed from such committee, or unless such member shall cease to qualify as a member thereof.

Section 5. Vacancies. Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments, provided that the Board may fill vacancies in memberships appointed by the members, until the next annual meeting of the members .

Section 6. Quorum. Unless otherwise provided in the resolution of the Board of Directors designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.

Section 7. Rules. Each committee may adopt Rules for its own governance not inconsistent with these By-Laws or with rules adopted by the Board of Directors.

Section 8. Reports. Each Committee shall make a quarterly written report of its activities and status to the Board of Directors and shall report at such other times as the Board of Directors shall require.

ARTICLE VII. CONTRACTS, CHECKS, DEPOSITS AND FUNDS

Section 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the corporation, in addition to the officers so authorized by these By-Laws, to enter into any contract and to execute and deliver any instrument in the name of and on behalf of the corporation, and any such authority may be general or confined to specific instances.

Section 2. Checks, Drafts, etc.. All checks, drafts or orders for the payment of money, notes or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.

Section 3. Deposits. All funds of the corporation shall be deposited to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may from time to time select.

Section 4. Gifts. The Board of Directors may accept on behalf of the corporation any contribution, gift, grant, bequest or devise for the general purposes or any special purpose of the corporation.

ARTICLE VIII. CERTIFICATES OF MEMBERSHIP

Section I. Certificates of Membership. The Board of Directors may provide for the issuance of certificates evidencing membership in the corporation which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or any President-Elect and the Secretary or any Treasurer, and shall be sealed with the seal of the corporation. .Signatures and seal may be printed name and address of each member and the date of issuance of the certificate shall he entered on the records of the corporation. If any certificate shall become lost, mutilated or destroyed, a new certificate may be issued therefore upon such terms and conditions as the Board of Directors may determine.

Section 2. Issuance of Certificates. When a member has qualified to become a member and has paid any initiation fee and dues that may then be required, a certificate of membership shall be issued in the name of the corporation and delivered by the Secretary to the member, if the Board shall have provided for issuance of certificates.

ARTICLE IX. BOOKS AND RECORDS

The corporation shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any of the authority of the Board of Directors, and shall keep at its registered or principal office a record giving the names and addresses of the members entitled to vote. All hooks and records of the corporation may upon reasonable written notice to the custodian thereof be inspected by any member, or an agent or attorney, for any proper purpose and at any reasonable time.

ARTICLE X. FISCAL YEAR

The fiscal year of the corporation shall begin on the first day of January and end on the last day of December in each year.

ARTICLE XI. DUES

Section 1. Annual Dues. The members shall determine from time to time the amount of dues payable to the corporation by members of each class. Such determination shall be by a resolution approved by a majority of members present and voting at a duly called meeting, or by a majority of those responding by mail, provided that at least one third of the members eligible to vote shall respond. Notice of any proposal to increase the dues of any class shall be given to the members at least thirty (30) days before any meeting at which such proposal shall be presented.

Section 2. Payment of Dues. The Board of Directors shall determine by resolution the date on which dues shall be payable, and shall make such provision for proration of dues for periods of less than one year as may be reasonable.

Section 3. Default and Termination of Membership. When any member of any class shall be in default in the payment of dues for more than thirty (30) days, such member shall be subject to suspension and termination as provided in Article III of these By-Laws.

ARTICLE XII. FINANCE

Section 1. Income.

Income shall be derived from dues, gifts, contributions, bequests, and such other sources as the Board of Directors may approve, consistent with the purposes of the corporation and exemption under §501(c)(3) of the Internal Revenue Code.

Section 2. Audit. The books of the corporation shall be audited at the conclusion of each fiscal year, in such manner as the Board of Directors shall determine.

ARTICLE XIII. SEAL

The Board of Directors shall provide a corporate seal, which shall be in the form of a circle and shall have inscribed thereon the name of the corporation, the year of incorporation, and the words "Corporate Seal".

ARTICLE XIV. WAIVER OF NOTICE

Whenever any notice is required to be given under the provisions of the Georgia Nonprofit Corporation Code or under the provisions of these By-Laws, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.

ARTICLE XVI. RULES OF ORDER

Robert's Rules of Order shall be the parliamentary authority for all proceedings of the members, the Board and all committees.

ARTICLE XVI. AMENDMENTS TO BY-LAWS

Section l. Amendment by Members Only. These By-Laws may be altered, amended or repealed and new By-Laws may be adopted, only by a majority vote of the members of the corporation in accordance with this Article.

Section 2. Proposals for Amendment. Proposals for amendment, alteration, repeal or restatement of these By-Laws, or for adoption of new By-Laws, may be initiated by resolution of the Board of Directors, by unanimous resolution or consent of a standing committee, or by any member qualifying as an Active Professional Member in his or her own right. If a proposal to amend initiated by an individual member, it shall be accompanied by a petition signed by at least ten percent of the Active Professional Members.

Section 3. Submission of Proposals. All proposals for amendment, other than those initiated by resolution of the Board, shall be submitted to the Board of Directors, which shall submit all proposals for amendment to the members as soon as practicable. The Board may elect to call a special meeting of the members to consider the amendment, may submit the amendment to a vote by mail, electronically or, if the proposal is submitted or resolved less than 120 but more than 50 days before the annual meeting, may submit the amendment to the members for a vote at the annual meeting.

Section 4. Notice. The Secretary shall give not less than (30) days’ notice of the special or annual meeting of the members at which the amendment is to be considered, and such notice shall set forth the substance of the proposal. If the Board shall elect to submit the proposal to a vote by mail, the Secretary shall give at least thirty (30) days’ notice of the mail vote, prior to solicitation of votes by mail, and such notice shall set forth the substance of the proposal.

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