OK-AHEAD Bylaws

Preamble

Our mission is to further participation for individuals with disabilities in Oklahoma post-secondary education, through collaboration and information dissemination, advocacy, professional and policy development, and research.

Article I – Name

The official name of the organization shall be known as Oklahoma Association on Higher Education and Disability (OK-AHEAD). OK-AHEAD is a not for profit corporation incorporated in the State of Oklahoma.

Article II – Structure

The Oklahoma Association on Higher Education and Disability (hereafter referred to as the Association or OK-AHEAD) is created as a volunteer professional organization directed by and operated under a volunteer Board of Directors. Furthermore, the Board of Directors is comprised of appointed and elected Officers who are responsible to carry out the mission of the Association through policy formation, the execution of fiduciary responsibility, open communication with the membership, and maintenance and growth of the Association.

Article III – Purpose

Section 1. Purpose: The purpose of the Association shall be to serve as an organization that provides education, leadership, and professional development, and to:

A. Serve as a source of disability related expertise on accessibility, legislation, rights, and any other information as it pertain to higher education by:

1. Providing assistance and resources to members on topical information, current issues, and emerging trends and technologies.

2. Serving as an educational organization.

3. Collecting and disseminating information through website resources, email notifications, member networking, workshops, conferences, and training programs.

B. Provide a vehicle that will strengthen the professionalism, expertise, and competency of those individuals working with students with disabilities in higher education through:

1. Encouraging the development and expansion of a communication network primarily for those persons professionally involved in programs and services that address issues of higher education.

2. Providing members with opportunities for training in order to educate administrators, faculty, staff, and students in institutions of higher education, the public, and public officials in the areas of disability, disability rights, access, and inclusion,

3. Exploring areas of qualifications and competency of persons working in disability support service positions.

C. Encourage and support legislation and the creation of inclusive environments that benefit higher education and students with disabilities.

D. Promote coordination between agencies, associations, and organizations with an interest in, or purpose related to, higher education, diversity, and students with disabilities.

E. Promote the civil rights and opportunities of college and university students, staff, faculty, and graduates with disabilities.

Section 2. Legal Organization: Provided further, the Association is organized and operated exclusively for educational purposes and should carry on only those activities permitted to be carried on by a corporation qualified to be exempt from U.S. Federal Income taxes by Section 501(c)(3) of the U.S. Internal Revenue Code presently in force, or which may, hereinafter become in force and is not, and shall at no time act as nor be, a private foundation as defined in Section 509 of the U.S. Internal Revenue Code of 1954, as amended.

Section 3. Equity: OK-AHEAD affirms its commitment to the support of policies and practices that advance and ensure the rights, privileges, and inclusion of all individuals regardless of race, sex/gender, color, creed, religion, age, national origin, disability, or sexual orientation.

ARTICLE IV: MEMBERSHIP

Section 1. Introduction: Membership shall be open and available to any interested person who supports OK-AHEAD's mission and, as such, is committed to the full participation in higher education by persons with disabilities, according to dues categories as established by the Board of Directors. Current membership categories, dues rates, and applicable rights, and requirements shall be recorded in the public records of the Association and available for open public review and comment at all times.

The OK-AHEAD membership shall be structured in the following tiered manner

Institutional I membership: Open to those persons engaged in the administration or provision of services enhancing postsecondary educational opportunities for students with disabilities. This membership is for 1-3 persons who are employed on a single or multiple campus setting.
Institutional II membership: Open to those persons engaged in the administration or provision of services enhancing postsecondary educational opportunities for students with disabilities. This membership is for 4-8 persons who are employed on a single or multiple campus setting.
Associate membership: Open to individuals working in any arena related to services for individuals with disabilities.
Affiliate membership: Open to students (with or without disabilities) in training to become professionals or advocates in arenas serving individuals with disabilities and those who have retired from the disability services fields.

Section 2. Dues: The membership and dues year shall be July1 through June 30.

ARTICLE V: MEETINGS

Section 1. Frequency: Meetings of the Board take place no less than four times annually. Two meetings shall coincide with the spring and fall annual conferences.

a quorum of the board, for conducting business, will be constituted by a majority plus one (1).
Meetings of the Board may take place in person or via conference call, video conference, or other manner in which there is the ability to immediately and dynamically communicate in a manner appropriate for conducting the business of the Association.
Input of the Board, including actions requiring a vote, may be solicited by fax, Internet, email or phone.
The accessibility of all meetings will be ensured by the Board.
Meetings of the Board shall be open to the public.

Section 2. Notice: Notice of pending meetings of the Board shall take place in sufficient time to allow participation by the membership.

Section 3. Business Meeting: A business meeting of the Association will take place at each conference for the purpose of reporting financial and other information to the membership.

a. A quorum at such meetings will be represented by those in attendance.
b. Decision on any votes taken during this meeting will be represented by a plurality of the votes.

Section 4. Consents: Board meetings held and actions taken without notice as provided for in these Bylaws shall be valid as each Board member entitled to notice (i) attends the meeting without protesting lack of notice either before or when such meeting convenes; or (ii) signs a written waiver of notice or a written consent to holding the meeting or an approval of the minutes of the meeting, either before or after the meeting. Such written consents or approvals are filed with the records of the meeting.

Section 5. Presidential Representation: The President is an ex-officio member of all committees.

ARTICLE VI: ADMINISTRATIVE AUTHORITY

Section 1. Role of Board: The administrative authority of the Association shall be vested in the Board which shall be comprised of Officers empowered to do all things permitted by law and to exercise all authority within the purposes stated in the OK AHEAD constitution.

Section 2. Role of Officers: The Officers of the Association shall be the President, President-Elect, Treasurer, and Secretary. The duties of the Officers shall be consistent with those currently in place as decided on by the Board of Directors and maintained in the public records of the Association.

a) The President shall have full authority to conduct the affairs of the Association when an emergency precludes involving the entire Board.

b) Such authority must remain within the provisions of these bylaws and consistent with the bylaws and policies established by the Association.

o The elected officers: president, vice president president-elect, secretary and treasurer (voting)

o Two representatives from two-year colleges (voting)

o Two representatives from four-year colleges (voting)

o Two representatives from vocational/technical schools (voting)

o Three associate members with the purposeful intent to include representation from K-12, Vocational Rehabilitation, and/or community agencies (voting)

o One affiliate member (non-voting)

The board will have 14 members. The increase in associate member representation reflects on amended membership designations. The immediate past president will no longer be needed due to adjustments to terms of office.

Section 3. Composition: The Board of Directors shall comprise the Officers and other Board members elected by the members or appointed by the sitting or in-coming President, with not more than 50 percent appointed.

Section 4. Procedure: Nominations, appointments and elections of Officers and Directors shall take place annually in accordance with procedures established and approved by the Board of Directors.

NOMINATIONS OF OFFICERS AND BOARD MEMBERS

The nominations committee shall be comprised of the president-elect plus at least two other members in good standing. The president-elect shall serve as chair of the committee.

The nominations committee is responsible for preparing a slate of candidates for the elected offices to be voted upon by the general membership at the annual spring conference.

The nominations committee shall solicit names of prospective candidates from the membership. The committee shall confirm that each perspective candidate is a member in good standing and accepts the nomination.

The nominations committee shall prepare a ballot with the names of those persons nominated. At least one candidate shall be nominated for each elected position of the Board.

Section 5. Eligibility of Persons: All elected and appointed Officers and Directors shall be eligible voting members of the Association.

Section 6. Elections

The election of officers and board members shall be conducted in the business meeting at the annual spring conference.
The nominations committee chair of shall be responsible for conducting the annual elections.
The election shall be by secret ballot.
The nominating committee shall act as tellers and tally the votes. The results shall be announced to the membership at the conclusion of the elections.
Candidates must receive a simple majority of the ballots to be elected.
If no candidate for a given office receives a simple majority of the votes cast, the nominations committee chair shall open the floor for additional nominations for that position. Upon closing nominations, and election shall be conducted for that position until a candidate receives a simple majority.

Section 7. Term of Office.

The term of office of President and President-Elect shall be each for a period of two years. At the completion of said two years the President-Elect shall become President.

All other Board members shall serve for a term of one year.
In the event of a vacancy in the office of President, the President-Elect shall assume the duties of President without prejudice to the ensuing term of office.

Section 8. Schedule: Terms of office for both Officers and Directors shall begin at the end of the annual spring conference but no later than July 1.

Section 9. Term Limitation: Officers and Directors may serve more than two consecutive full terms in the same Office or Director position with membership approval.

Section 10. Membership Requirement: Officers and Directors shall be and must remain current members of the Association while holding office.

Section 11. Resignation: Any Officer may resign at any time by giving written notice to the President or the full Board. Such resignation shall take effect at the time specified therein or, if no time is specified, at the time of acceptance by the President or the Board.

Section 12 Appointments: The President shall appoint, with approval of the Board, a replacement to fulfill an Officer's or Director's remaining term.

President or President-elect. In the event the vacancy occurs in the office of the president, the president-elect shall assume the office and serve the balance of the term in the next term. In all cases where the president is temporarily unable to serve for a period of 90 days, the president-elect will temporarily assume the office until the president can assume the responsibilities again. If the position of president-elect becomes vacant, the president shall appoint a member in good standing to fill the vacancy. Such appointments are subject to approval by the Board. If the president¬ elect is serving temporarily as president, the vacancy in the president-elect shall not be filled.
Secretary or Treasurer. The vacancies in the positions of secretary or treasurer will be filled by the Board.
Immediate Past-President. This Section is no longer necessary due to the elimination of the immediate past president position.
Board Member. A vacancy in the position of board member shall be filled by appointment by the president and subject to approval by the Board.
All members appointed to fill vacant positions on the board shall serve through the unexpired term of the position except in the position of president, ref., Section 1 of this Article.

Section 13. Attendance/Involvement: Officers are expected to attend all meetings of the Board. Any member of the Board who is unable to attend a meeting shall advise the president or president-elect regarding their inability to attend. The board members should be able to attend the majority of the meetings and if not they shall vacate their position. When an officer's absences affect the effectiveness of the board, the board may ask the board member to resign.

Section 14. Compensation: No Officer or Director, other than the Chief Staff Officer, shall serve for compensation but may be reimbursed for actual, reasonable expenses incurred on official Association business.

ARTICLE VII: FINANCE

Section 1. Responsibility: The Board shall be responsible for maintaining the fiscal integrity of the Association and for ensuring financial stability and growth.

Section 2. Revenue: Income shall be derived from sources consistent with the purpose and mission of the Association, as contained in Article Ill Section 2 of this document.

Section 3. Fiscal Year: The fiscal year shall be July 1, XX through June 30, XX.

Section 4. Membership Categories: The Board of Directors shall review the membership categories and dues on a periodic basis, but at least every five (5) years.

Section 5. Fees: Conference registration fees and all other conference fees shall be established by the Board or appropriate committee of the Board.

Section 6. Role of Treasurer: The Treasurer shall provide oversight to the fiscal affairs of the Association.

Section 7. Risk of Funds: Association funds shall be invested in instruments which are insured and/or are of a type and level of risk approved by the Board. The Board of Directors shall establish and periodically review the types of instruments and the level of risk allowed for investments.

Section 8. Fiscal Instruments: Instruments of investment shall be selected by the Treasurer in consultation with the Board with responsibility for the financial matters of the Association. The selected instruments of investment shall be of a type and level of risk as established by the Board.

Section 9. Grant Submission: The Board of Directors, or their designee(s), shall authorize the submission of grant requests for funding to advance the mission of OK AHEAD.

Section 10. Grant Administration: The Board or designee(s) shall oversee the implementation of all grants received by the Association. This oversight shall include, at a minimum, a procedure for programmatic and fiscal evaluations in accordance with generally accepted accounting practices.

Section 11. Audits: The financial and accounting systems of the Association shall be audited at the close of the fiscal year in accordance with applicable statutes and regulations, and in a manner prescribed by the Board.

ARTICLE VIII: COMMITTEES

Section 1. Establishment: The Association, at the direction of the President, with concurrence of the Board shall establish, maintain and dissolve committees as may be needed to conduct its business and activities. Chairs of each committee will be selected and appointed by the President and will be expected to report to a named and designated member of the Board.

Board liaisons are expected to serve as ex-officio members of the committees for which they bear responsibility.

Section 2. Standing Committees: Standing committees will exist at the pleasure of the Board.

Section 3. Special Committees: Special committees will be specifically charged and dismissed upon task completion.

ARTICLE IX: CONFLICT OF INTEREST

Section 1. Definition: No member of the Oklahoma Association on Higher Education and Disability (OK-AHEAD) Board shall derive any personal profit or gain, directly or indirectly, by reason of his or her participation in OK-AHEAD. Each individual shall disclose to OK-AHEAD any personal interest, which he or she may have in any matter pending before the organization and shall refrain from participation in any decision on such matter. Any member of OK-AHEAD's Board shall refrain from obtaining any list of OK-AHEAD clients for personal or private solicitation purposes at any time during the term of their affiliation.

Section 2. Disclosure: Officers shall review the conflict of interest policy for applicability and, at least annually, disclose potential conflicts of interest in accordance with procedures established by the Board.

ARTICLE XI: REMOVAL

Section 1. Officer: Officers may be removed from the Board, with or without cause, by a two-thirds majority of the members voting by a manner consistent with that established for election of Officers.

ARTICLE XII: AUTHORITY

Section 1. Bylaws: The Bylaws shall be the sole authority for the Association and shall supersede all other governing documents.

ARTICLE XIII: INDEMNIFICATION

The Association may, by resolution of the Board, provide for indemnification by the Association of any and all of its Officers or former Officers against expenses actually and necessarily incurred by them in connection with the defense of any action, suit or proceeding in which they or any of them are made parties or a party by reason of having been Officers of the corporation, except in relation to matters as to which such Officer or former Officer shall be adjudged in such action, suit or proceeding to be liable for negligence or misconduct in the performance of his/her duty and to such matters as shall be settled by agreement predicated on the existence of such liability for negligence or misconduct. The Association may purchase insurance for such indemnification. Notwithstanding the above, where a court of competent jurisdiction finds upon application, that despite such adjudicated liability, but in view of all of the facts and circumstances of the case, such Officer is fairly and reasonably entitled to indemnity for such expenses as the court considers just and proper, or in such cases as provided for under the applicable laws, indemnification shall be made.

ARTICLE XIV: PARLIAMENTARY AUTHORITY

Section 1. Procedure: Robert's Rules of Order, Revised shall govern the Association's meetings in all cases in which they are applicable and not inconsistent with these Bylaws or any rules of order the Board may adopt.

ARTICLE XV: RECORDS

Section 1. Records: The Records of the Association shall be maintained by the President and designated Officers.

ARTICLE XVI: AMENDMENTS

Section 1. Bylaws: Amendments to the Bylaws pertaining to Structure, Purpose, Executive Authority and Amendments may be initiated only by members of the Board.

Upon approval of a two-thirds vote at a meeting of the Board, the amendment shall be made available to the entire membership for vote.
Members shall be given thirty-days’ notice of a pending vote.
The Association may allow members to vote by mail or the Internet; each member may submit only one vote.
Upon two-thirds approval of those voting, the amendment shall become part of these Bylaws.
The effective date of the amendment shall be the date of the conclusion of the business meeting of the annual spring conference in which the amendment was passed by the membership or the mailing date of the notification of passage of the amendment by the board, unless otherwise stipulated in the amendment.

a Section 2. Eligibility: Amendments to the Bylaws pertaining to matters other than those listed above may be initiated by any active voting member upon written presentation to the Board.

Upon a majority vote of the Board, the amendment shall become part of the Bylaws.

Section 3. Procedure: The Board may make amendments to the Bylaws not requiring approval of the membership upon a majority vote at any meeting constituting a quorum.

ARTICLE XVII DISSOLUTION

In the event that OK-AHEAD is dissolved, assets remaining after all debts are paid will be put into an endowment from which scholarships will be funded for students with disabilities. The OK-AHEAD Board will appoint trustees to administer these scholarships. All properties of the Association will be liquidated by the Board.

Modified April 4, 2008