NC AHEAD by-laws
North Carolina Association on Higher Education and Disability
ARTICLE I. THE ORGANIZATION
Section 1. Name. The name of this organization shall be the North Carolina Association on Higher Education and Disability (hereafter known as the 'organization'.)
Section 2. Purpose. The North Carolina 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.
Section 3. Definition. For purposes of these By-laws and for the governance of the organization generally, the phrase "persons with a disability" shall be defined as any person who (a) has a physical or mental impairment which may substantially affect one or more of such person's life activities; (b) has a record of such characteristic; or (c) is regarded as having such a characteristic.
ARTICLE II. MEMBERS
Section 1.a. Classes of Members. The organization shall have five (5) classes of members designated as "Professional", "Student" and “Institutional”, “Lifetime”, and “Honorary.”
Section 1.b. Professional Membership. A Professional Member shall be any person working in higher education to enhance educational 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, shall be eligible to hold office and shall have access to the list-serve.
Section 1.c. 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 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 vote thereat, but shall not be eligible to hold office or participate in the list-serve.
Section 1.d. Institutional Membership. An Institutional Membership will be offered to any institution of higher education in the state of North Carolina. The Institutional membership will provide for up to five (5) persons from the same institution to be members of the organization in any given year and includes one free Fall conference attendee) The membership is not transferable in any specific year, but may change yearly when annual dues are paid. Institutional members enjoy the same rights and privileges as “Professional” members. (By majority voice vote of membership at 1998 annual conference).
Section 1.e. Partner Membership. A Partner Member shall be any for–profit or not for-profit organization who, by nature of their product/service or mission, is directly or indirectly involved with issues related to the inclusion of students with disabilities in higher education. Represented by up to two individuals from the organization that are not eligible to vote or hold office, but are eligible for all member benefits, excluding the list-serve, as outlined on the membership benefits section of this site. A for-profit organization will receive one free fall or spring conference registration fee.
Section 1.f. Lifetime Membership. A Lifetime Membership is offered to any Past President of the Association or other person so designated by vote of the Board of Directors. A Lifetime Membership shall pay no dues, is entitled to one (1) vote and is eligible to hold office. The Lifetime member designation may be rescinded for just cause by vote of the Board of Directors
Section 1.g. Honorary Membership. An Honorary Membership shall be offered to a person so designated by majority vote of the Board of Directors. An Honorary member shall pay no dues, is not entitled to vote, no access to the list serv and is not eligible to hold office. This membership has to be renewed every other year.
Section 2. Eligibility for Membership. Any person, who shall, upon application, show any necessary proof of active employment, affiliation or matriculation, and provide payment of dues, may become a member of the appropriate class.
Section 3. Voting Rights. Each member shall be entitled to one (1) vote on each matter submitted to a vote of the members.
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 V - p. 8) shall be automatically suspended until the dues are paid, and may be terminated by resolution of the Board of Directors adopted at any regular or 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.
Section 7. Transfer of Membership. Membership in the organization is not transferable or assignable, unless the membership was purchased by the institution and we receive notice of the change.
Section 8. Change of Status. Any person who has qualified for Professional Membership in his or her own right shall not become ineligible for such a 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. The individual is not able to hold office.
ARTICLE III. MEETINGS OF MEMBERS
Section 1. Annual Meetings. Annual meetings of the Members shall be held, beginning with the year 1995 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 or electronic format.
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 North Carolina. 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 out of the State of North Carolina, and consent to the holding of a meeting, such meeting shall be valid without call or notice, and at such meeting any organization action taken.
Section 4. Informal Action by Members. Any action required or permitted to be taken at a meeting of the members may be taken without a meeting if a consent in writing, setting forth the action to be taken, shall be signed by all of the members entitled to vote with respect to the subject matter thereof.
Section 5. 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, a majority of the members present may adjourn the meeting.
Section 6. Proxies. Proxy voting shall not be allowed.
Section 7. Manner of Action. A majority of votes entitled to be cast on a matter to be voted upon by the members present at a meeting at which a quorum is present shall be necessary for the adoption thereof, unless a greater proportion is required by law or by these By-laws.
Section 8.a. Mail or Electronic Format Voting. (a) Where an annual meeting shall for any reason fail to elect officers, the election required by Article III, Section 1 here above may be conducted by mail or electronic format in such a manner as the Board of Directors shall determine. Election shall be a plurality of votes, provided that at least one-fourth (1/4) of the members entitled to vote shall cast a vote.
Section 8. b. Mail or Electronic Format Voting - Amendments. Where a mail or electronic format vote is sought for amendment of these By-laws, approval of any amendment, alteration, revocation of a Bylaw 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 IV. 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.
Section 2. Election and Term of Office. The President-Elect and Secretary shall be elected annually. The Board of Directors named in the articles of incorporation of the organization shall be the President, President-Elect, Secretary and Treasurer. The terms of the President, President-Elect and Secretary shall run until the date of the annual spring conference in which elections are held or an election date in the spring to be determined by the Board should a conference not be held, and the term of the first Treasurer shall run 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) 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 the President, President-Elect and Secretary shall expire at the conclusion of the Spring Conference following their election, unless the Board shall by resolution provide otherwise. Such officers shall in any event serve at the pleasure of the Board.
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. No two (2) persons who are employees of the same institution shall be elected to offices of President, President-Elect, Secretary, or Treasurer in the same year. No one person shall be elected to the position of President more than twice in a ten (10) year period.
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(es) 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 deeds, mortgages, bonds, contracts, or other instruments 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.
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 organizations 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. 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 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 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.
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. Unless, specific duties are assigned to special committees, the Secretary will be responsible for all official correspondence of the organization.
Section 11. Nomination of Officers - Election Procedure. The Director of the By-Laws 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. Nominated members will be contacted either via mail or electronically 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 Director of the By-Laws and Election Committee shall conduct the election of officers by secret ballot (paper or electronic). 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 V. 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 committees. Each Director shall hold office as Director during his or 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 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 out of the State of North Carolina, for 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 North Carolina, 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. Manner of Acting The act of majority of the Directors present at any regular or special meeting of the Board at which a quorum is a greater number is required by law or these By-laws.
Section 7. 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 the 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 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 8. Compensation. Directors as such shall not receive any stated salaries for their services 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.
Section 9. 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 10. Teleconferenced Meetings. A Director may attend any meeting of the Board by any means of telecommunication which will permit such Director to hear, and be heard, by 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 one (1) Director who is appointed to a minimum 2 year term. 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 organization 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 or substantially all of the property or assets of the organization; authorizing the voluntary dissolution of the organization or revoking procedures therefore; adopting a plan for the distribution of the assets of the organization; 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 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 2.a. Other Committees. Other committees not having and exercising the authority of the Board of Directors in the management of the organization may be appointed as follows:
Section 2.b. Standing Committees. The President and President-Elect shall propose a slate of committees and committee members to the members at the annual meeting. 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 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 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. The members may in their discretion direct the Board to establish a Committee of Directors as a standing committee, in which event the Board shall appoint all members.
Section 2.c. 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 organization, 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 organization shall be served by such removal.
Section 4. Term of Office. Each member of a Committee of Directors or 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 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.
ARTICLE VII. 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.
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 at the next conference or by mail by the Director of the Membership Committee to the member, if the Board shall have provided for issuance of certificates.
ARTICLE VIII. BOOKS AND RECORDS
The organization 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 name and address of the members entitled to vote. 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. Newsletters and minutes of meetings may be accessed electronically.
ARTICLE IX. 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. An Annual Budget to be approved at the Spring Conference each year.
ARTICLES X. DUES
Section 1.a. 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 or electronic format, 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 or electronic format.
Section 1.b. 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 protection of dues for periods of less than one year as may be reasonable.
Section 1.b.1 all memberships for the Fiscal year shall be paid no later than July 15th for the upcoming year.
Section 1.b.2 Professional Membership $35
Institutional Membership $175 (this includes 1 fall conference attendee)
Student Membership $20
Section1.b.2a After September 15, membership dues shall be
Professional Membership $50
Institutional Membership $225
Student Membership $20
After 60 days, membership is terminated per by-laws.
Section 1.c. 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 XI. FINANCE
Section 1. Purpose. The purposes for which NCAHEAD is organized are exclusively educational within the meaning of section 501(c)(3) of the Internal Revenue Code of 1986 or the corresponding provision 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 exemption under 501(c)(3) of the Internal Revenue Code.
Section 3. Audit. The books of the organization shall be audited at the end of the Treasurer’s term in such manner, as the Board of Directors shall determine.
ARTICLE XII. WAIVER OF NOTICE
Whenever any notice is required to be given under the provisions of the North Carolina Nonprofit Corporation Code 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 XIII. 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 to be 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 assess so 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 country 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 XIV. AMENDMENTS TO BY-LAWS
Section 1. 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 organization 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 is initiated by an individual member, it shall be accompanied by a petition signed by at least ten (10) percent of the Active Professional Members.
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, which shall submit all proposals.
Revised and approved by majority vote of the membership at the Spring Conference in March 2014.