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ARTICLES OF INCORPORATION
Pennsylvania Society for the Advancement of the Deaf
By-Laws Revised: August 8, 2015
FIRST: The name of the corporation is Pennsylvania Society for the Advancement of the Deaf.
SECOND: The location and address of its registered office of the Corporation in this Commonwealth is at Treasurer’s address in state of Pennsylvania.
THIRD: The Corporation is organized exclusively for charitable, educational, and scientific purposes including for such purposes, the making of distributions to organizations that qualify as exempt organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), relating to advancing the interest of the Deaf; coordinating and improving facilities and services for the deaf and other hearing-impaired persons; and to develop a better understanding of their problems by the public.
FOURTH: All activities of the Corporation shall be subject to the following restrictions:
No part of the net earnings of the Corporation shall insure to the benefit of or be distributable to, its members, managers, officers, or other private persons, except that the Corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in the furtherance of the purposes set forth in Article Third hereof.
No substantial part of the activities of the Corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation.
The Corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.
Notwithstanding any other provision of these Articles, the Corporation shall neither have nor exercise any power, nor shall it carry on, directly or indirectly, any other activities not permitted to be carried on
1.) by a corporation exempt from Federal income tax as an organization described in Section 501(C) (3) of the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue Law), or
2.) by a corporation, contributions to which are deductible under Section 10 (C) (2), 2055 (a) (2), 2106 (A) (2) and 2522 (A) (2) of the Internal Revenue Code of 1954 (or corresponding provision of any future United States Revenue Laws).
The Corporation does not contemplate pecuniary gain or profit, incidental or otherwise to its members or to any persons who are, from time to time, exercising the rights and powers of members, managers, officers or other private persons.
The Corporation will receive no more than one-third of its support from gross investment income and receive more than one-third of its support from contributions, membership fees, and gross receipts from activities relating to its exempt function.
FIFTH: The term for which the Corporation is to exist is perpetual.
SIXTH: The Corporation is organized upon a non-stock basis.
SEVENTH: In the event of dissolution of the Corporation, all of its assets and property of every nature and description whatsoever remaining, after paying or making provisions for the payment of all of the liabilities and obligations of the corporation, but not including assets held by the Corporation upon condition requiring returns, transfer or conveyance, which condition occurs by reason of the dissolution of the corporation, shall dispose of all of the assets of the Corporation exclusively for the purposes of the corporation in such manners, or to such organization or organizations organized and operated exclusively for charitable, educational, literary or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code of 1954 for the corresponding provision of any future United States Internal Revenue Law), as the Board of Managers shall determine. Any such assets not so disposed of shall be disposed of by the Court of Common Pleas of the county in which the principal office of the Corporation is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
ARTICLE I – Membership Classification
Section 1: Active
All active members in Pennsylvania shall have full privileges in the organization provided their dues have been paid. Privileges shall be defined as: attending business meetings, voting and holding Society office.
Section 2: Associate
All associate members from out of state and/or hearing persons shall have full privileges in the organization provided their dues have been paid. Privileges shall be defined as: attending business meetings, voting except the right to hold Society office.
Section 3: Honorary
All honorary members shall not be liable for any dues, nor shall they be eligible to hold office or privileged to vote at any meetings of the Society.
Section 4 – Eligibility to Vote
To be eligible to vote, a person must:
1.) have been an Active member in the Society for at least one year prior to the next biennial meeting; and
2.) be present at the Biennial Meeting.
ARTICLE II – Biennial Conference and PSAD Event
Section 1: Biennial Conference
The Biennial Meeting of the Society shall be called the Biennial Conference. The date and place of the regular Biennial Conference during the odd years shall be hosted by the Board of Managers and shall be set by the Board.
Section 2. Quorum
Fifteen (15) members in good standing shall constitute a quorum for the transaction of business meetings during the Biennial Conference.
Section 3. PSAD Event
The PSAD Event may include information sessions, workshops, training, exhibits, and social/cultural events. The date and place of the regular PSAD Event during the even years shall be set by the Board of Managers and hosted by a PSAD entity. The selection of a Host for the PSAD Event will be based on interest expressed by Chapter(s), Committee(s), and/or Section(s).
Section 4. Special Meeting
Special meetings of the Society may be called by the Executive Committee.
ARTICLE III – Board of Managers
Section 1: Board Composition
The Board of Managers of the Society shall consist of nine (9) to twelve (12) members, elected by plurality of the general assembly, for staggered terms of four years, beginning at biennial meetings and ending at the biennial meetings four (4) years hence.
Section 2: Responsibility
Board of Managers is responsible for overall policy and entrusts responsibility for day-to-day operations to the President. The board receives no compensation other than reasonable expenses.
Section 3: Meetings
The Board shall meet at least 4 times a year, at agreed upon times and places.
Section 4: Terms
All Board members shall serve four (4) year terms, but are eligible for re-election.
Section 5: Quorum
A quorum must be attended by a majority of the Board members before business can be transacted or motions made or passed.
Section 6: Election of Officers of the Society
The officers of the Society, to be elected for two-year terms among and by the Board of Managers during the Reorganization Meeting of the Board at each Biennial Meeting following the election of the Board members, shall be as follows:
First Vice President
Second Vice President
They shall perform their duties as described in Section 8 of this Article.
Section 7: Immediate Past President
If the term of the Board membership of the immediate past president of the Society shall have expired without being reelected, he/she nevertheless shall be considered a member of the Board of Managers with all the privileges thereto, except the right to vote as a Board member, for a two-year term, and shall be reimbursed for reasonable expenses in attending meetings of the Board.
Section 8: Officers and Duties
Their duties are as follows:
The President shall convene regularly scheduled Board meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: 1st Vice-President, 2nd Vice President, Secretary and Treasurer. He/she shall be an ex-officio member of all committees.
The 1st Vice-President will chair committees on special subjects as designated by the Board of Managers.
The 2nd Vice President will serve as Chairperson of the Conference Arrangements Committee.
The Secretary shall be responsible for keeping records of Board actions, including overseeing the taking of minutes at all board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member, and assuring that organization records are maintained.
The Treasurer shall have supervision of all funds of the Society, subject to the direction of the Board of Managers. He/she shall make a report at each Board meeting and shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
One Board Member at Large shall be the liaison among the Board of Managers, the chapters, and members of the Society.
Section 9: Vacancies
Any unexpired vacancies in the Board of Managers shall be appointed by the PSAD President with approval from the PSAD Board of Managers for the remainder of the term.
Section 10: Resignation, Termination and Absences
Resignation from the Board of Managers must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if s/he has three unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a three-fourths vote of the remaining Board of Managers.
Section 11: Special Meetings
Special meetings of the Board shall be called upon the request of the President or one-third of the Board of Managers. Notices of special meetings shall be sent out by the Secretary to each Board member two weeks in advance.
Section 12: Authority
Board of Managers shall have authority to hold, take and convey any estate, real or personal, for the use of the Society, and shall have charge generally of all matters pertaining to the Society. The purchase, lease, or sale of real estate held or acquired for purpose of investment may be made at an ordinary meeting of the Board of Managers, or by the Executive Committee.
ARTICLE IV – Board Candidates and Election
Section 1 – Implementation of Change from Annual to Biennial Meetings regarding Election
With the adoption of the proposed amendments to the By-Laws effective immediately during the 2015 Annual Meeting, up to six (6) Board members shall be elected for a term of four (4) years at the biennial meetings henceforth. In all instances, Board candidates shall meet requirements as specified in Section 2 of this article. Accordingly, the following procedures will take place beginning with the 2015 election of the Board of Managers:
Step 1: Class of 2019 – Four (4) members elected in 2012 or appointed to fill one or more vacancies whose terms expire in 2015 and eligible Board candidates may run for four (4) Board seats for a new term of four (4) years expiring in 2019.
Then two (2) individuals from Step 2B will have their terms expire in 2019.
Thus, a total of six (6) Board members will have their terms expire in 2019.
Step 2: Class of 2017 – Four (4) members elected in 2013 or appointed to fill one or more vacancies whose terms expire in 2016:
Since there will be no Biennial Conference in 2016, two (2) of the Board members whose terms expire in 2016 will be selected by the PSAD members attending the 2015 Annual Meeting to serve one (1) more year, expiring in 2017.
Then two (2) of the Board members whose terms expire in 2016 will be selected by the PSAD members attending the 2015 Annual Meeting to serve three (3) more years, expiring in 2019.
Thus, a total of six (6) Board members will have their terms expire in 2017.
Step 3: Class of 2021 – Four (4) members elected in 2014 or appointed to fill one or more vacancies whose terms expire in 2017 and eligible Board candidates may run for four (4) Board seats for a new term of four (4) years expiring in 2021:
Then two (2) individuals from Step 2A will have their terms expire in 2017.
Thus, a total of six Board seats from Class of 2017 to elect for a term of four (4) years in a regular Board election in the forthcoming Biennial Conference in 2021.
Step. 4: Class of 2023 – There will be a total of six Board seats from Class of 2019 to elect for a term of four (4) years in a regular Board election in the forthcoming Biennial Conference in 2023.
Henceforth, a normal election cycle for election of six (6) board members for staggered terms of four (4) years for the Board of Managers will take place starting in 2021 as described in Steps
3 and 4.
Section 2 – Qualifications of Board Candidates
Each candidate to qualify for election to the Board of Managers shall
be PSAD Member for at least one year;
be a registered voter of Pennsylvania before the election and maintain Pennsylvania residency during the term of office;
be thoroughly conversant with American Sign Language;
submit to the Corresponding Secretary a written communication giving a suitable reason for absence, If he/she will be absent from the meeting at which the election is to be held;
be responsible to pay for his/her own criminal history check;
submit his/her intention to become a Board candidate in writing 60 days prior to the upcoming conference to the PSAD’s Corresponding Secretary for posting via PSAD e-zine, webpage and the conference program book for membership review; Such a Board candidate shall provide his/her biographical information and reason(s) for his/her candidacy to serve on the PSAD Board.
Section 3: Criminal Record/Conviction
No member with a record of serious criminal conviction shall serve as a member of the Board of Managers.
A “serious conviction” shall constitute a felony offense or being in prison for more than two years. In the event any current member of the Board of Managers shall be convicted of said serious criminal offense that member shall automatically be removed from the Board of Managers.
ARTICLE V – Committees
Section 1: Executive Committee
There shall be seven officers of the Executive Committee consisting of a President, 1st Vice President, 2nd Vice President, Recording Secretary, Corresponding Secretary, Treasurer, and one Board Member at Large. The Executive Committee shall have all of the powers and authority of the Board of Managers in the intervals between meetings of the Board of Managers, subject to the direction and control of the Board of Managers except for the power to amend the Articles of Incorporation and Bylaws.
Section 2: Establishment of Committees
The Board may create committees as needed, such as fundraising, housing, etc. The Board President appoints all committee chairs.
ARTICLE VI. – Finance
Section 1: Fiscal Calendar –The Fiscal Year of the Society shall be April 1st to March 31st.
Section 2: General Fund – As a general guideline, 75% of any general fund balance at the end of Fiscal Year goes to Endowment Fund. The remaining 25% stays in the General Fund.
ARTICLE VII – Chapters and/or Special Sections of the Society
Section 1: Establishment
Chapters and/or Sections of the Society may be established in Pennsylvania where at least five (5) members of the Society in good standing are associated for the purpose of promoting the welfare and objectives of the Society. Chapter areas may be geographically defined by the Board of Managers.
Section 2: Chapter/Section Fund
Each chapter and/or section may create a fund from which to defray all legitimate expenses, subject to limits and procedures that may be set by Board of Managers. The Chapter and/or Sections President shall report such chapter financial decisions to the Board of Managers.
Section 3: Chapter and/or Section Officers and Duties
There shall be four officers consisting of a President, Vice President, Secretary, and Treasurer. Chapter and/or Section officers shall begin their term at January 1st. Their duties are as follows:
Chapter and/or Section President shall convene regularly scheduled meetings, shall preside or arrange for other members of the executive committee to preside at each meeting in the following order: Vice-President, Secretary and Treasurer. He/she shall be an ex-officio member of all committees.
Chapter and/or Section Vice-President will chair committees on special subjects
Chapter and/or Section Secretary shall be responsible for keeping records of chapter and/or section actions, including overseeing the taking of minutes at all meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each chapter and/or section members, and assuring that organization records are maintained. He/she shall send the minutes of the chapter and/or section meetings to the Board Member at Large.
Chapter and/or Section Treasurer shall have supervision of all funds of the chapter, subject to the direction of Society Treasurer. He/she make a report at each chapter and/or section meeting, make quarterly report to Society Treasurer, shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to chapter members and the Board of Managers. Society Treasurer‘s name being listed is required to be on such bank accounts.
Section 4: Quorum
In all regular chapter and/or section meetings, five (5) members including two (2) chapter and/or section officers in good standing, shall constitute a quorum for the transaction of all business.
Section 5: Vacancies
When a vacancy in any office of the chapter and/or section exists, nominations for new officers may be received from present chapter and/or section members by the chapter and/or section secretary two weeks in advance of a chapter and/or section meeting. These nominations shall be sent out to chapter members with the regular chapter and/or section meeting announcement, to be voted upon at the next chapter and/or section meeting. These vacancies will be filled only to the end of the particular chapter and/or section officer’s term.
Section 6: Resignation, Termination and Absences
Resignation from the chapter and/or section officer must be in writing and received by the chapter and/or section secretary. A chapter and/or section member officers shall be dropped for excess absences from the Chapter and/or section if s/he has three unexcused absences from chapter and/or section meetings in a year. A chapter and/or section officer may be removed for other reasons by a three-fourths vote of the remaining chapter officers.
Section 7: Chapter/Section Fiscal Year
Fiscal year of all chapters/sections shall begin on the 1st day of April and end on 31st of March.
Section 8: Dissolution
In case of the dissolution of chapter and/or section, all funds in treasury at the time of such dissolution shall be turned over to the Society.
ARTICLE VIII – Parliamentary Authority
Section 1: Current edition of Robert’s Rules of Order shall be the standard of all questions of parliamentary practice at all meetings of the Society, of the Board of Managers and of the Chapters/Sections.
Section 2: The usual order of business governing any regular meeting of either the Society or Board of Managers shall be as follows:
Calling the Roll
Pledge to the US Flag
Approval of Minutes
Good of the Order