BY-LAWS OF
KENTUCKY ASSOCIATION ON HIGHER EDUCATION AND DISABILITY (KY
AHEAD)
ARTICLE I. NAME AND PUPOSE
SECTION 1. Name The name of this organization shall be the Kentucky Association on Higher Education and Disability (hereafter known as the ‘Organization’.)
SECTION 2. Purpose The Kentucky Association on Higher Education and Disability is a professional organization whose purpose is to promote communication among professionals in post secondary education in order to improve the development and implementation of services to persons with disabilities.
ARTICLE II. STRUCTURE
The Organization is created as a volunteer professional organization directed by a Board of Directors. Furthermore, the Board of Directors will be composed of elected officers and members whose responsibility will be to carry out the mission of the Organization through policy formation, the execution of fiduciary responsibility, and maintenance and growth of the organization.
ARTICLE III. MEMBERS
SECTION 1. Classes of Members The organization shall have three (3) classes of members designated as “Professional,” “Emeritus,” and “Student.”
Section 1a. Professional Membership A Professional Member shall be any person working to enhance higher education opportunities for persons with disabilities. Each Professional Member shall pay annual dues as established in accordance with these By-laws, shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Section 1b. Emeritus Membership An Emeritus Member shall be any person who formerly worked to enhance higher education opportunities for persons with disabilities who is currently retired and not employed on a full-time basis. Each Emeritus Member shall pay annual dues as established in accordance with these By-laws, shall have one (1) vote on all matters on which members are entitled to vote, and shall be eligible to hold office.
Section 1c. Student Membership A Student Member shall be any person enrolled in a higher education program who has an interest in promoting the purpose of the organization as set forth in these By-laws. A Student Member shall pay annual dues as established in accordance with these By-laws, and may attend meetings, have a voice but no vote, and shall not be eligible to hold office.
SECTION 2. Eligibility for Membership Any person who shall, upon application, show active employment, affiliation or matriculation, and provide payment of dues, may become a member of the appropriate class.
SECTION 3. Voting Rights Each Professional and Emeritus member shall be entitled to one (1) vote on each matter submitted to a vote of the members. Student members shall have no vote.
SECTION 4. Termination of Membership Any member who fails to pay the required dues within sixty (60) days of the due date as established by the Board of Directors (Article XI, Section 1b) shall be automatically suspended until the dues are paid. Said member may be terminated by resolution of the Board of Directors adopted at any regular of special meeting, after sixty (60) days of suspension. The Board of Directors may, by two-thirds (2/3) majority resolution of the entire Board of Directors, and after appropriate hearing, suspend or expel a member for cause.
SECTION 5. Resignation Any member may voluntarily terminate membership at any time, by written resolution 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 6. Reinstatement Any member who has been terminated may, upon written request to the Secretary and by the affirmative vote of two-thirds (2/3) of the members of the Board of Directors, be reinstated upon such terms as the Board of Directors may deem appropriate.
ARTICLE IV. MEETINGS OF MEMBERS
SECTION 1. Annual Meetings Annual meetings of the Members shall be held for the purpose of electing officers of the Organization 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 set forth below. If the election of officers shall not be held on the day appointed for an 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 mail.
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 (10%) 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 out of the State of Kentucky. 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.
SECTION 4. Quorum The presence of one-fourth (1/4) of voting members shall constitute a quorum at such meeting. If a quorum is not present at any meeting of members, no official business may be conducted.
SECTION 5. Proxies Proxy voting shall not be allowed.
SECTION 6. Manner of Action A majority of votes by the members present at a meeting at which a quorum is met shall be necessary for the adoption of the matter to be voted upon, unless a greater proportion is required by law or by these By-laws.
SECTION 7.a. Mail Voting Where an annual meeting shall for any reason fail to elect officers, the election required by Article IV, Section 1 here above may be conducted by mail in such a manner as the Board of Directors shall determine. Election shall be a majority of votes, provided that at least one-fourth (1/4) of the members entitled to vote shall cast a vote.
SECTION 7.b. Mail Voting – Amendments Where a mail vote is sought for amendment of these By-laws, approval of any amendments, alteration, revocation of a By-law or adoption of any additional By-laws shall be by majority of those responding, provided that at least one-third (1/3) of the members entitled to vote shall cast vote.
ARTICLE V. OFFICERS
SECTION 1. Officers The officers of the organization 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, and an Immediate Past President, who shall assume office immediately following his/her tenure as President.
SECTION 2. Election and Term of Office The President Elect and Secretary shall be elected annually by the members at their regular annual meetings. The Treasurer shall be elected biennially by the members at their regular annual meetings. 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 IV. The terms of the President, President Elect, Secretary, and Treasurer shall run until the beginning of the new fiscal year, and until their successors are duly elected and qualified.
SECTION 3. Succession of President Elect Upon completion of the term as President Elect, the President Elect shall become President of the Organization, unless the Board of Directors shall, by majority vote of the whole Board, at a meeting called 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 a member of the Organization. Any person who shall be a member-elected officer will be and remain a national AHEAD member in good standing throughout their term(s) of office.
SECTION 5. Removal Any officer elected by the members may be removed, by majority vote of the members 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(s) for such removal. Removal of 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 Organization would be served thereby.
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 selection and majority vote by the Board of Directors for the unexpired portion of the term.
SECTION 7. President The President shall be the principal executive officer of the Organization and shall in general supervise and control all of the business and affairs of the Organization. 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 Organization authorized by the Board of Directors, any legal document which the Board of Directors has authorized to be expected, 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 Organization; 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 chairperson of all standing committees, except as otherwise set forth in these By-laws. The President shall vote only when necessary to break a tie in a Board decision. The President shall become the Immediate Past President upon the completion of his/her term of office.
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 Organization’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 of Directors. 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. Immediate Past President The Immediate Past President shall act in the absence of the President and President Elect, chair the Nominations Committee, assume responsibility for Board orientation and serve as Parliamentarian of meetings.
SECTION 10. Treasurer The Treasurer shall have charge and custody of and be responsible for all funds and securities of the Organization; receive any receipts for moneys due and payable to the Organization from any source whatsoever, and deposit all such money in the name of the Organization in such banks, trust companies, or other depositories as shall be determined by the Board of Directors; 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 the Board of Directors. The Treasurer shall have responsibility for disbursing all funds of the Organization, under policies approved by the Board of Directors 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 of Directors, and annual reports to the Board and the members, reflecting the most recent period’s financial 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. The Treasurer shall serve as ex-officio member of any committee where financial oversight and consultation are appropriate.
SECTION 11. 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 the By-laws or as required by law. The Secretary shall distribute minutes of the meetings to the Board in a timely fashion. Unless specific duties are assigned to special committees, the Secretary will be responsible for all official correspondence of the Organization.
SECTION 12. Nomination of Officers – Election Procedure There shall be established, as a standing committee, a Nomination and Election Committee, consisting of members, representing four (4) year, two (2) year public and private institutions, chosen annually by resolution of the Board of Directors. 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. Members will sign a letter of acceptance of candidacy. 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.
ARTICLE VI. BOARD OF DIRECTORS
SECTION 1. General Powers The affairs of the Organization 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, and the chairpersons of the standing committee. Each Director shall hold office as Director during his/her term of office as an officer, or, in the case of the Immediate Past President, until the term of the next President begins. The initial Board of Directors may elect a Director in lieu of the Immediate Past President.
SECTION 3. Regular Meeting A regular meeting of the Board of Directors shall be held without other notice than this By-law, 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 out of the State of Kentucky, 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 out of the State of Kentucky, as the place for holding any special meeting of the Board.
SECTION 5. 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 without further notice.
SECTION 6. Vacancies Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of the majority of the remaining Directors. A Director elected to fill a vacancy shall serve for the unexpired term of the predecessor in office, or if there is no predecessor, for such term as shall be stated by the remaining Directors.
SECTION 7. Compensation Directors as such shall not receive any stated salaries for their service unless approved per amendment, per a specified period of time, by the membership. The cost of attending regular meetings should be incurred by Board members as it is by regular members. The Board of Directors may reimburse board members/committee members, with prior approval, for actual, reasonable expenses incurred on official Organization business.
SECTION 8. Informal Action by Directors Any action required or permitted to be taken at a meeting of Directors may be taken without a meeting if consent in writing, setting forth the action so taken, shall be signed by all of the Directors.
SECTION 9. Teleconferenced Meetings A Director may attend any meeting of the Board by any means of telecommunication that will permit such Director to hear, and be heard, by all other Directors present at the meeting.
ARTICLE VII. COMMITTEES
SECTION 1. Committees 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 have one (1) chairperson. No committee shall have the authority of the Board of Directors. The Board may impose such other and further restrictions on the authority of any or all such committees as it 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 of all such committees.
Section 1.a. Standing Committees The members of the Organization 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 Organization. The chairperson shall choose the members of the standing committees thereof, with the advice and consent of the Board. Unless otherwise provided in these By-laws, the President shall choose the chairperson of all standing committees, with the advice and consent of the Board.
Section 1.b. 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 interest of the Organization shall be served by such removal.
SECTION 3. 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. Members will participate in a maximum of two (2) committees at any given time.
SECTION 4. 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.
ARTICLE VIII. CERTIFICATE OF MEMBERSHIP
SECTION 1. Certificates of Membership The Board of Directors may provide for the issuance of certificates evidencing membership in the Organization, which shall be in such form as may be determined by the Board. Such certificates shall be signed by the President or President Elect and the Secretary.
SECTION 2. Issuance of Certificates When a person has qualified to become a member and has paid any dues that may then be required, a certificate of membership shall be issued in the name of the Organization and delivered by the Secretary to the member, if the Board shall have provided for issuance of certificates.
ARTICLE IX. BOOKS AND RECORDS
The Organization shall keep correct and complete books and records of accounts 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. All books and records of the organization 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 Organization shall begin on the first day of July and end on the last day of June in each year.
ARTICLE XI. DUES
SECTION 1. Annual Dues The members shall determine from time to time the amount of the dues payable to the Organization 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 (1/3) 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, or before ballots are solicited by mail.
Section 1.a. Payment of Dues The Board of Directors shall determine by resolution the date on which dues shall be payable.
Section 1.b. Default and Termination of Membership When any member of any class shall be in default in the payment of dues for more than sixty (60) days, such member shall be subject to suspension and termination as provided in Article III of these By-laws.
ARTICLE XII. FINANCE
SECTION 1. Purpose The purposes for which KY AHEAD is organized are exclusively educational within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law. Notwithstanding any other provision of these articles, this Organization shall not carry on any activities not permitted to be carried on by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provisions of any future United States Internal Revenue law.
SECTION 2. Income Income shall be derived from the dues, gifts, contributions, bequests, and such other sources as the Board of Directors may approve, consistent with the purpose of the Organization and exempt under Section 501(c)(3) of the Internal Revenue Code.
SECTION 3. Audit The books of the Organization shall be audited at the conclusion of each fiscal year, in such manner as the Board of Directors shall determine.
ARTICLE XIII. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of Kentucky law or under the provisions of these By-laws, a notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice.
ARTICLE XIV. DISSOLUTION AND SIMILAR MATTERS
SECTION 1. Dissolution The Organization may be dissolved at any time by the written consent of not less than two-thirds (2/3) of the members. After payment of all debts and liabilities of the Organization, its property and assets shall be donated to other organizations or causes that advance disability-related issues and are voted by the majority of the members. Selected organizations or causes must comply with the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or corresponding section of any future Federal tax code, or the assets shall be distributed to the Federal, state, or local government for a public purpose. Any such assets not so disposed of shall be disposed of by a court of competent jurisdiction in the county in which the principal office of the Organization is then located, exclusively for such purposes.
SECTION 2. Interest The interest of any member in the property of the Organization ceases with the termination of their membership.
ARTICLE XV. AMENDMENTS TO BY-LAWS
SECTION 1. Amendments 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 Organization in accordance with this Article. Members shall be given a 30-day notice of a pending vote.
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 is initiated by an individual member, a petition signed by at least ten percent (10%) of the active Professional Members shall accompany it.
SECTION 3. Submission of Proposals All proposals for amendment, other than those initiated by resolution of the Board of Directors, shall be submitted to the Board in writing, which shall submit all proposals to the membership.
ARTICLE XVI. CONFLICT OF INTEREST
SECTION 1. No Board of Directors member shall deliberately use his or her position, or the knowledge gained there from, in such a manner that a conflict between the interest of the Organization and his or her personal interests arises.
SECTION 2. Nothing herein shall be construed to prohibit or in any way limit the ability of the Organization to retain, as employees, trainers or instructors, persons who are paid whole or in part by grants or other funding programs accepted by the chapter. However, no Board of Directors member being considered for such position may debate, discuss, or otherwise participate in the approval process for any such grants or funding program.
ARTICLE XVII. PARLIMENTARY AUTHORITY
SECTION 1. The Board of Directors shall determine parliamentary authority for all proceedings of the Organization whenever it does not conflict with these By-laws.
SECTION 2. The Past President shall serve as parliamentarian for all meetings of the Organization.
Drafted: April 2000
Adopted:
Revised: Article V, Section 4 on 2/5/02. As per vote, omitted last sentence. T.Belluscio
Page updated December 7, 2007