Down Syndrome Association of Greater Winston-Salem
Section 1 Offices
The principal office of the Down Syndrome Association of Greater Winston-Salem (the Piedmont Down Syndrome Support Network “Corporation”) shall be located at 305 W. Fourth St., Suite #B11, Winston-Salem, NC 27101.
Section 2 Registered Office
The registered office of the Corporation required by law to be maintained in the State of North Carolina may be, but need not be, identical with the principal office.
Section 3 Other Offices
The Corporation may have offices at such other places, either within or without the State of North Carolina, as the Board of Directors may from time to time determine, or as the affairs of the Corporation may require.
To ensure individuals with Down syndrome in the Piedmont are valued, included, and given the opportunities to pursue fulfilling lives by providing information, networking opportunities, and advocacy for people with Down syndrome and their families, educators, health care professionals, and the community at large.
Section 1 Eligibility
The membership shall consist of any and all persons who are registered as members with the Corporation and are interested in fostering the purposes of the Corporation, as stated in the Articles of Incorporation and these bylaws.
Section 2 Enrollment
The Board shall have the authority to establish classifications of members and the voting rights as to each classification. Any policies related to such classification shall be made available as requested and the voting rights shall be explained by the Board.
Section 3 Dues
Dues shall be established by the Board.
Section 4 Rights of Members
Each member shall have the right to one vote on each matter submitted to a vote of the members.
Section 5 Responsibilities
Membership involves participation in the life and activities of the organization, appearance on the mailing list, and payment of dues. Members are encouraged to attend the annual meeting and other meetings and events.
Section 6 Quorum
A quorum shall consist of ten percent (10%) of the members or fifteen (15) members, whichever is less.
Section 7 Proxies
Votes may be cast in person or by proxy. Proxies must be filed with the Secretary of the Corporation no less than one day before the appointed time of the meeting.
MEETINGS OF MEMBERS
Section 1 Annual Meetings
Annual meetings of the Corporation shall be held on any day as determined by the Board of Directors. Members shall be notified thirty (30) days prior to such meeting. The primary purpose of the annual meeting shall be to elect individuals to serve on the Board of Directors and Officers in accordance with the requirements of these Bylaws. The members may also transact other business of the Corporation as may properly come before them.
Section 2 Special Meetings
Special meetings of the members of the Corporation may be called for any purpose as directed by resolution of the Board of Directors or upon a petition signed by ten percent (10%) of the members of the Corporation or fifteen (15) members, whichever is greater. Such resolution or petition shall state the purpose of the special meeting.
Section 3 Place of Meetings
The Corporation’s members shall meet at such place or places as the Board of Directors may determine.
Section 4 Notice of Meetings
It is the responsibility of the Secretary of the Board or designee to ensure that notice of the time, place, and purpose of each meeting is given not more than thirty (30) days prior to the meeting to each member of the Corporation. Such notice may be mailed via U.S. mail or mailed electronically to each member at his or her address of record.
BOARD OF DIRECTORS
Section 1 General Powers
The Board of Directors shall be responsible for the conduct of the business of the Corporation and shall be empowered to employ such professional personnel, including but not limited to attorneys, accountants, medical and genetic consultants and special guest speakers as may be necessary or desirable in the conduct of the business of the Corporation. Directors shall serve without pay, but may be reimbursed for out-of-pocket expenses necessary to conduct the affairs of the Corporation. Payment for these expenses in excess of $500 shall be subject to the approval of a majority of the Executive Committee.
Section 2 Board Diversity
The DSAGWS is committed to creating a diverse Board of Directors that reflects the differences of age, race, creed, ethnicity, religion, gender, gender identity, sexual orientation, nationality, physical disability or cognitive disability in our community.
Section 3 Composition
A) The number of directors of the Corporation shall not be less than ten nor more than eighteen.
B) The number of directors may from time to time be increased or decreased only by action of the Board of Directors, by amendment to these Bylaws.
C) The Board of Directors shall be made up of four (4) officers and additional general Board members who intend to be an active and productive part of the Corporation. People with Down syndrome and family members of people who have Down syndrome will be actively recruited for membership on the Board. Directors need not be residents of North Carolina.
Section 4 Election and Terms of Office
A) The directors and officers shall be elected by the members of the Corporation at the annual meeting of the members. Those persons who receive a majority vote of the members at a meeting shall be deemed to have been elected.
B) Directors shall be elected to serve for terms of two years.
Section 5 Vacancies
For any vacancy created by a board member’s non-completion of a term for whatever reason a successor can be elected by majority vote of the remaining members to complete the remainder of the term and may thereafter be reelected for an additional term.
Section 6 Compensation
Directors serve without pay but may be reimbursed for out of pocket expenses necessary to conduct the affairs of the Corporation. Payment for these expenses in excess of $500 shall be subject o the approval of a majority of the Executive Committee.
Section 7 Dismissal
Any member of the Board may request the removal of one or more of the directors by making a written request to an officer for discussion at the next regular meeting of the Board of Directors. This written request shall be made at least ten (10) days prior to the regularly scheduled Board of Directors meeting and shall include the reason(s) for the request. An officer shall then cause the request to be discussed at the Board of Directors meeting. Any director whose removal has been proposed shall be given the opportunity to be heard at the meeting.
Removal from the Board shall occur by a majority vote of the Board for unacceptable behavior, unexcused absence from more than two meetings in a fiscal year, or unacceptable disregard for Board responsibilities.
MEETINGS OF BOARD OF DIRECTORS
Section 1 Regular Meetings
A regular meeting of the Board of Directors shall be held within thirty (30) days of the annual meeting of the members of the Corporation; the purpose of such annual meeting shall be to elect or reelect officers and members of the Board and the transaction of such other business as shall be properly brought before the meeting. In addition, the Board of Directors may provide by resolution the time and place, for the holding of additional regular meetings.
Section 2 Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the President or any two directors.
Section 3 Notice of Meetings
The board shall meet at least 4 times per year at a date, time and place which shall be designated by the Board. All members of the Board shall be notified of the date, time, and place of the meeting at least five (5) days in advance by the Secretary or designee.
Section 4 Quorum
A majority of the number of directors fixed or prescribed pursuant to Article III of these Bylaws shall be required for, and shall constitute, a quorum for the transaction of business at any meeting of the Board of Directors.
Section 5 Manner of Acting
Except as may otherwise be provided in the Articles of Incorporation or these Bylaws or required by applicable law, the affirmative vote of a majority of the directors present at a meeting of the Board of Directors at which a quorum is present shall be the act of the Board of Directors.
Section 1 Composition
The officers shall consist of a President, a Vice President, a Secretary, and a Treasurer, and such additional officers as the Board of Directors may from time to time determine are necessary.
Section 2 Election and Term
The Board of Directors shall be responsible for the preparation and presentation of a nomination for each officer position at each annual meeting of the members at which directors will be elected. The officers shall be elected by the membership at the annual meeting of the members in each year in which there is a vacancy in an officer position or in each year in which any officer’s term ends. Each officer shall serve for a term of two years,
Section 3 Removal
Any officer may be removed by the Board of Directors with or without cause when in the judgment of the Board the best interests of the organization will be served. This action shall be with a majority approval of the Board of Directors.
Section 4 Compensation
Unless otherwise ordered by the Board of Directors, the officers shall not receive any compensation for their services.
Section 5 President
The President shall be the chief volunteer executive officer of the Corporation and, subject to the control of the Board of Directors, shall in general supervise and control the management of the Corporation in accordance with these Bylaws. The principal duties shall be as follows:
A) To preside over all meetings of the Board of Directors.
B) To appoint committees necessary to carry out the purposes of the Corporation, as directed by the Board of Directors.
C) To be an ex-officio member of all committees of the Corporation.
D) To call any meeting of the Board of Directors that he/she deems necessary to transact business of the Corporation.
E) To execute any deed, promissory notes, leases, contracts, deeds of trust, or any other documents which he/she has been authorized in advance to execute by the Board of Directors.
F) To perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors.
Section 6 Vice President
The Vice President shall serve as the President elect and perform the duties of the President in the event of absence, illness or incapacity of the President. The Vice President may be an ex-officio member of all committees of the Board. In addition, the Vice President shall perform such other duties and have such other powers as the Board of Directors shall prescribe.
Section 7 Secretary
The Secretary shall keep accurate records of the acts and proceedings of all meetings of members and Board of Directors. The Secretary shall give all notices required by law and by these Bylaws, and shall have general charge of the corporate books and records. The Secretary shall have general charge of the non-financial records of the Corporation. The Secretary shall sign such instruments as may require the Secretary’s signature, and in general, shall perform all duties incident to the office of Secretary and such other duties as may be assigned from time to time by the President or by the Board of Directors.
Section 8 Treasurer
The Treasurer, along with the Executive Director, shall be responsible for the financial, accounting and budgetary operations of the Corporation and for keeping the Board informed of the financial status of the Corporation. The Treasurer shall be the chair of the Finance Committee.
Section 9 Executive Director
The Executive Director shall be given oversight of the day to day operations of the Corporation. The Executive Director will serve as an ex officio (non-voting) member on all committees.
Section 1 Executive Committee
The Executive Committee of the Board of Directors shall consist of the officers of the Board and chairs of standing committees. The Executive Committee shall have and may exercise all of the authority and powers of the Board of Directors in management of the Corporation, during the intervals between meetings thereof, except that the Executive Committee shall not have the authority as to the following matters:
A) The dissolution, merger or consolidation of the Corporation.
B) The sale, lease or exchange of all or substantially all of the property of the Corporation.
C) The designation of an Executive Committee or any other committee of directors having power to exercise any of the authority of the Board in the management of the Corporation or the filling of vacancies in the Board of Directors or in any such committee.
D) The amendment or repeal of any resolution of the Board which by its terms shall not be so amendable or subject to repeal.
E) The amendment or repeal of the bylaws or the adoption of new bylaws by the Corporation.
The Executive Committee shall act as the committee to select individuals to be employed as Executive Director of the Corporation. Such selection, along with recommended compensation, shall be presented to the Board of Directors for its approval. In the event of dismissal of such Executive Director, the Executive Committee shall present its recommendations to the Board of Directors at a regular or called meeting.
Vacancies in the membership of the Executive Committee shall be filled by the Board of Directors. Minutes of meetings of the Executive Committee shall be prepared and kept with the records of the Corporation.
Section 2 Standing Committees
The standing committees shall include but not be limited to Nominating and Board Development; Development and Marketing; Finance; and Personnel.
A) Nominating and Board Development Committee
The Committee will seek nominations from both Corporation members and nonmembers. The Committee shall review all nominations in a timely manner and submit its recommendations to the Executive Committee for review. Upon review of the Executive Committee, the recommendations will be forwarded to the Board for approval. A slate of new and renewing Board member nominees will be made available to members in advance of the Annual Meeting. The Corporation members shall, by majority vote, select the candidates to fill a vacant position at the Annual Meeting.
B) Development and Marketing Committee
The purpose of the Development Committee is to oversee the fundraising efforts of the organization. The Development Committee will develop an annual development and marketing plan and submit the plan for review by the Executive Committee and approval by the Board of Directors.
C) Finance Committee
The purpose of the Finance Committee is to provide regular support and oversight of the quality and integrity of the financial, accounting, and reporting practices of the Corporation. The Committee is further responsible for ensuring that the Corporation is compliant with applicable legal, ethical, and regulatory requirements. The Committee is required to review quarterly financial statements of the Corporation and report to the Board any concerns or questions. The Committee is required to develop an annual budget for review by the Executive Committee and approval by the Board of Directors. Once a budget has been approved, the Committee is responsible for providing oversight of management’s maintenance of the budget. The Committee is responsible for arranging the conduct of an annual audit of the financial records of the Corporation.
D) Personnel Committee
The purpose of the Personnel Committee is to conduct an annual review of the Executive Director and to submit the annual review to the Board of Directors for approval. The Committee also has the responsibility of reviewing and recommending for approval by the Board of Directors the compensation of the Executive Director. The Committee is responsible for annually reviewing and updating the work plan for the Executive Director.
Section 3 Committee Chairs
One member of each committee shall be appointed by the President as a committee chair.
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.
Section 5 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 the majority of the members present at a meeting in which a quorum is present shall be the act of the committee.
Section 6 Rules
Each committee may adopt rules for its own governance not inconsistent with these Bylaws or with rules adopted by the Board of Directors.
Section 7 Other
Other committees not having and exercising the authority of the Board of Directors in the management of the Corporation may be designated by resolution adopted by a majority of the directors present at a meeting in which a quorum is present. Any such committee shall serve in an advisory capacity to the Board of Directors.
INDEMNIFICATION AND INSURANCE
Section 1 Indemnification against Third-Party Claims
The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he is or was a director, officer, employee or agent of the Corporation or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Corporation, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believes to be in or not opposed to the best interests of the Corporation and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
Section 2 Indemnification Against Derivative Liability
The Corporation may indemnify any person who was or is a party, or is threatened to be made a party to any threatened, pending or completed action or suit by or in the right of the Corporation as a result of the fact that he is or was a director, officer, employee or agent of the Corporation, or is or was serving at the request of the Corporation as a director, officer, employee or agent of another Corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit, if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to the best interests of the Corporation, and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Corporation, unless, and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses as the court shall deem proper.
Section 3 Expenses
To the extent that a director, officer, employee or agent of the Corporation has been successful, on the merits or otherwise in the defense of any action, suit or proceeding referred to in Sections 1 and 2 of this Article IX -, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.
Section 4 Authorization by Board
Any indemnification under Sections 1 and 2 of this Article IX (unless ordered by a court) shall be made by the Corporation only as authorized in the specific case, upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in Sections 1 and 2 of this Article IX. Such determination shall be made (i) by the Board of Directors by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding; or (ii) if such a quorum is not obtainable, or, even if obtainable, a quorum is not obtained, or, even if obtainable, a quorum of disinterested directors so directs, by independent legal counsel in a written opinion.
Section 5 Advances for Expenses
Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the Corporation in advance of the final disposition of such action, suit or proceeding, as authorized by the Board of Directors in the specific case, upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount, unless it shall ultimately be determined that he is entitled to be indemnified by the Corporation as authorized in this Article IX.
Section 6 Other Rights
The indemnification provided by this Article IX shall not be deemed exclusive of any other rights to which those seeking indemnification may be entitled under any agreement, vote of disinterested directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Section 7 Insurance
The Corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the Corporation, or who is or was serving at the request of the Corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against any liability asserted against him and incurred by him in any such capacity, or arising out of his stature as such, whether or not the Corporation would have the power to indemnify him against such liability under the provisions of this Article IX .
Section 1 Books and Records
The Corporation shall keep correct and complete records of accounts and shall also keep minutes of the proceedings of its members, Board of Directors and committees having any authority of the Board of Directors.
Section 2 Fiscal Year
Unless otherwise ordered by the Board of Directors, the fiscal year of the Corporation shall end on the last day of December.
Section 3 Amendments
Except as otherwise provided herein, or prohibited by the laws of the State, these Bylaws may be altered amended or repealed, and new Bylaws may be adopted by the affirmative vote of two-thirds of the directors then holding office at any regular or special meeting of the Board of Directors. These Bylaws may not be amended insofar as such amendment would be inconsistent with the Articles of Incorporation, State Law, or Federal Law.
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 Bylaws, to enter into any contract or execute and deliver any instrument in the name and on behalf of the Corporation, and 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 absence of such determination by the Board of Directors, such instruments shall be signed by the Treasurer or the Executive Director. Instruments valued in an amount of $250 or more shall require the countersignature of an appropriate officer.
Section 3 Deposits
All funds of the corporation shall be deposited from time to time to the credit of the corporation in such banks, trust companies or other depositories as the Board of Directors may select.
Section 1 Gender and Number
Throughout these Bylaws, whenever the context so permits, the masculine gender shall be deemed to include the feminine gender and the singular number shall be deemed to include the plural.
This is to certify the foregoing was adopted as the Bylaws of the Down Syndrome Association of Greater Winston-Salem (formerly Piedmont Down Syndrome Support Network) by the Board of Directors the 21st day of November 2013.