By-LawsBYLAWS
THE ARC OF MINNESOTASOUTHWEST
ARTICLE I. NAME
Section 1. Corporate Name
The corporate name of this association shall be The Arc of Minnesota Southwest (hereinafter referred to as the “The Arc SW”).
Section 2. Principal Office
The principal office of The Arc SW shall be at such place, as the board of directors shall determine.
Section 3. Legal Status and Characterization
The Arc SW is organized exclusively for charitable and educational purposes as defined and limited by Section 501 (c) (3) of the Internal Revenue Code of 1986 as amended (or the corresponding provision of any future United States Internal Revenue Law). The Arc SW shall be non-political and take no position with regard to candidates for elective office nor provide financial support for any candidate or political party.
ARTICLE II. PURPOSES AND CORE VALUES
Section 1. Constituency
Over the years terminology has changed, yet our constituency has not. The legal term is still, in many places, mental retardation. In today’s terminology, our constituency is people with intellectual, cognitive, and developmental disabilities and their families. Throughout these bylaws we refer to The Arc SW’s constituents rather than using the terms mental retardation, cognitive, intellectual, or developmental disabilities.
Section 2. Purposes
The Arc SW, in partnership with its constituents, members, and associated organizations shall work to ensure that The Arc SW’s constituents have the supports, benefits, and services they need, are accepted, respected and included in their communities, and have maximum control of their own lives. The Arc SW exists for the following principal purposes:
A. To advocate for the rights of The Arc SW’s constituents in the following counties: Blue Earth, Brown, Cottonwood, Faribault, Jackson, LeSueur, Lincoln, Lyon, Martin, Murray, Nicollet, Nobles, Pipestone, Redwood, Rock, Waseca, Watonwan, and Yellow Medicine.
B. To improve the quality of life of The Arc SW constituents and their families.
C. To increase our advocacy efforts by recruiting, increasing, and maintaining a large, active, and diverse membership of The Arc SW.
D. To achieve a public understanding of the strengths, contributions, and needs of The Arc SW’s constituents.
E. To promote and encourage research on prevention of the causes and impacts of mental retardation and other related cognitive, intellectual, and developmental disabilities and on effective practices in fields related to supports and services for our constituents.
F. To promote and encourage best practices in the field of services and supports to our constituents.
G. To solicit and receive funds for the accomplishment of the above purposes.
H. To promote and support the professionals, including direct support professionals, and others who serve our constituents and who promote and support the core values of The Arc SW.
Section 3. Core Values
Core values of The Arc SW are those values that are subscribed to and pursued by volunteer and staff leaders of The Arc SW. The board of directors shall from time to time develop core values for adoption by the membership, by a two-thirds vote of the votes cast at an annual meeting.
ARTICLE III. MEMBERSHIP
Section 1. Designation
There shall be, at least, the following categories of membership. The Arc SW’s board of directors may establish other categories of membership entitled only to the privileges as spelled out under Section 2. B. of this article.
A. Membership
1. General members are any person who pays dues to The Arc SW. These individuals are automatically members in The Arc of Minnesota and The Arc of the United States.
2. Sponsor, Contributor, Silver, or Gold members are individuals, families, or corporations who pay dues to The Arc SW. These individuals are automatically members in The Arc of Minnesota and The Arc of the United States.
Section 2. Privileges of Membership
A. General, Sponsor, Contributor, Silver, and Gold members shall have the following privileges:
1. To be voting members at the annual meeting each carrying one (1) vote.
2. To be nominated and elected to serve as officers or elected directors of The Arc SW unless otherwise prohibited by these bylaws.
B. All members may attend The Arc SW’s sponsored events at member rates and may receive any and all membership benefits for which the board of directors determines they are eligible.
ARTICLE VI. DUES AND FEES
Section 1. Membership Dues
At the annual meeting, members shall approve the amount of General, Sponsor, Contributor, Silver, and Gold membership dues to be submitted to The Arc SW.
Section 2. Cost-of-Living Increase
The board of directors of The Arc SW shall have the authority to increase membership dues
last approved by the membership by an amount not greater than the rate of inflation since such dues were last established as measured by the Consumer Price Index for wages (CPIW) published by the United States Department of Commerce, Bureau of Labor Statistics.
Section 3. Collection of Membership Dues
The board of directors shall determine the time and manner of payment for membership dues, and shall communicate that information in a timely manner to all affiliated members.
Section 4. Penalties for Nonpayment or Delinquent Payment
Nonpayment or delinquent payment of membership dues and affiliation fees may result in a loss of votes and other privileges being suspended or terminated in whole or in part at the discretion of the board of directors. The Arc SW shall notify in a timely manner each affected member in danger of losing votes or other privileges.
ARTICLE VII. Voting Body
Section 1. Voting Body of The Arc SW
All members in good standing shall constitute the voting body of The Arc SW.
Section 2. Staff
Any person who is a paid employee of The Arc SW may not be a voting member of The Arc SW.
Section 3. Powers, Duties, and Responsibilities
Voting members at the annual meeting shall have the following powers, duties, and Responsibilities:
A. To elect the officers of The Arc SW.
B. To elect members of the board of directors of The Arc SW
C. To act on any other business that may appropriately come before the annual meeting voting body including core values, position statements, policies, substantive resolutions and agenda of The Arc SW.
D. To establish membership dues with the exception of any other categories of members allowed by Article III, Section 1 of these bylaws (except the cost-of-living increase referenced in Article VI, Section 3.)
E. To adopt changes in the core values, resolutions or bylaws of The Arc SW.
ARTICLE VIII. VOTES
Section 1. Allotment of Votes
Each member in good standing shall be allotted one (1) vote.
Section 2. Loss of Voting Rights
A member that has had some or all of its voting privileges suspended for delinquent payment under Article VI, Section 5 shall forfeit its allotted votes in accordance with the disciplinary action or with the board of director’s policy for nonpayment or delinquent payment.
Section 3. Methods of Conducting Business
Upon prior annual meeting approval, the voting members may conduct business by any means authorized by statute of the jurisdiction in which The Arc SW is legally organized.
ARTICLE IX. MEETINGS OF THE ARC SW
Section 1. Annual Meeting
The Arc SW shall hold an annual meeting of the membership at a time and place to be determined by the board of directors. The annual meeting may be held in conjunction with a conference of The Arc SW or a conference in which The Arc SW is a sponsoring organization.
Section 2. Special Meeting - Business Limited
A special meeting of the membership may be held at such time and place as The Arc SW’s board of directors may direct, either upon its own motion or at the written request of at least five (5) members. The provisions that apply to delegates and proxies at the annual meeting (Article IX) also apply to special meetings.
Section 3. Notice of Meetings
A. Annual Meeting: The secretary of The Arc SW shall provide notice of the annual meeting to the members at least thirty (30) days before the date of the meeting.
B. Special Meeting - Business Limited: The secretary of The Arc SW shall provide notice of any special meeting of the membership at least thirty (30) days before the date of the meeting. The notice shall state the time and place of the meeting and the specific purpose for which the meeting is called. No other business may be conducted at a special meeting.
Section 4. Quorum
A quorum for annual meetings of The Arc SW is a majority of the total number of votes present and certified by the secretary of The Arc SW or a minimum of ten (10) votes.
Section 5. Methods of Voting
Voting shall be done in person by The Arc SW members in good standing.
ARTICLE X. OFFICERS
Section 1. Composition
The officers of The Arc SW shall consist of a President, a Vice President, a Secretary, a Treasurer, as well as the Immediate Past President.
Section 2. Duties of Officers
All officers shall perform the duties usually pertaining to their respective offices and The Arc SW’s board of directors may assign other such duties as necessary. The President shall appoint all committee and task force members and shall be a non-voting member of such committees and task forces.
ARTICLE XI. BOARD OF DIRECTORS
Section 1. Composition
The Arc SW’s board of directors shall be comprised of the five (5) officers named in Article X and at least ten (10) but no more than thirteen (13) elected directors.
Section 2. Eligibility Requirements
Each officer and member of the board of directors must be a member in good standing at the time of nomination, election, and continuation in office as outlined in Article IV, Section 4. No paid employee of The Arc SW may be elected to or appointed as a voting member of The Arc SW’s board of directors.
Section 3. Selection Process
The annual meeting voting body shall elect the president, vice president, secretary, treasurer, and members of the board directors. The immediate past president is automatically a member of the board of directors upon completion of the person’s term as president.
Section 4. Compensation for Services
No officer or director of The Arc SW shall receive financial compensation for any services rendered to The Arc SW in the capacity of officer or director. Officers and directors may be reimbursed for reasonable actual expenses incurred in their service as officers and directors.
Section 5. Powers and Duties of the Board
The Arc SW’s board of directors shall have and exercise all lawful powers necessary to conduct the business of The Arc SW and to carry out the purposes of The Arc SW as stated in these bylaws. These include, but are not limited to, the following:
A. Hire an executive director to carry out the management of The Arc SW.
B. Determine the mission of The Arc SW.
C. Work with the executive director to determine how the organization carries out its mission through long and short range planning and review.
D. Adopt an annual budget and provide fiscal oversight.
E. Establish Policies
1. Nothing in Article XI, Section 5 shall limit or prevent The Arc SW from entering into
cooperative ventures, partnerships or other arrangements with other groups or
organizations whose purposes and objectives are consistent with the purposes
and objectives of The Arc SW.
Section 6. The Voting Body May Override Board
Any action of The Arc SW’s board of directors, except for grievance and disciplinary action taken under the provisions of Article XX may be reviewed at the succeeding annual meeting of The Arc SW on written request of any five (5) members submitted to the secretary of The Arc SW. The board’s action may be altered or rescinded by two-thirds (2/3) of the votes cast, provided that no irrevocable rights of third parties shall be affected.
ARTICLE XII. TERMS OF OFFICE
Section 1. Officers
A. Each officer of The Arc SW as specified in Article X, Section 1 shall serve one (1) two (2) year term.
B. The immediate past president shall serve one (1) two (2) year term.
C. A person may be elected to the same office for more than one (1) term provided the
terms are not consecutive.
Section 2. Elected Directors
Directors shall be elected at an annual meeting for one of the following staggered terms:
A. Five (5) – three (3) year terms beginning September 2011.
B. Three (3) – two (2) year terms beginning September of 2011.
C. Two (2) – one (1) year terms beginning September of 2011.
D. No person may be elected for more than two (2) consecutive terms for the same position.
Section 3. When Terms Begin
The terms of office for all elected positions filled at an annual meeting shall begin at the close of the annual meeting at which elected. All officers and directors newly elected shall be installed at the close of the annual meeting at which elected.
ARTICLE XIII. VACANCIES
Section 1. How They Occur
A vacancy in an elected position on The Arc SW’s board of directors may occur because of a resignation, death, removal from office, or failure to meet attendance requirements as determined by the board of directors. All members of the board of directors must continuously meet the eligibility requirements as specified in Article XI, Section 2.
Section 2. Eligibility Requirements
Any person who is elected or appointed to fill a vacant position shall meet all eligibility
requirements for election to that position.
Section 3. Unexpired Terms
When a person fills a vacancy in an unexpired term and serves in that office for more than half a term, the person is considered to have served a full term for purposes of term limitations under Article XII. A person who fills a vacancy for half or less than half of the unexpired term has not held the office for a full term and is eligible to serve the number of full consecutive terms allowed under Article XII.
Section 4. Filling Vacancies
A. President: The vice president shall automatically succeed to the position of president.
B. President and Vice President: In the event there is a vacancy in both the offices of president and vice president, the secretary of The Arc SW, upon written notice, shall immediately call a Special meeting of the board of directors to convene within thirty (30) days for the purpose of electing a president, and at the board of directors’ option, a vice president to serve the unexpired terms. The secretary shall serve as president pro tem during the time between the notice and the election by the board.
C. Immediate Past President: The next most recent immediate past president willing and continuing to meet the eligibility requirements may fill a vacancy in the position of immediate past president.
D. Secretary, Treasurer, or Elected Director: The board of directors shall elect a successor to serve the unexpired term when a vacancy occurs in the office of secretary, treasurer, or elected director until the next annual meeting.
ARTICLE XIV. MEETINGS OF THE BOARD AND EXECUTIVE COMMITTEE
Section 1. Notice of Meeting of The Arc SW’s Board of Directors
A. Regular meetings of The Arc SW’s board of directors shall be held at least six (6) times per year. Annually, the board of directors will determine the meeting schedule and location of board meetings. Notice of regular meetings of the board of directors shall be provided by the secretary to all the members of the board of directors at least ten (10) days in advance of the meeting.
B. A special meeting of The Arc SW’s board of directors shall be held at the call of the president if the president deems a special meeting necessary, or at the call of the president upon the written request of at least five (5) members of the board. Notice of a special meeting of the board of directors shall be provided to the members of the board at least ten (10) days in advance if the meeting is in person and at least five (5)days in advance if held other than in person. The notice shall state the purpose for which the meeting is being called. No other business can be conducted at a special meeting of the board of directors except that stated in the notice.
Section 2. Notice of Meeting of Executive Committee
Meetings of the executive committee shall be held at the call of the president or upon the request of at least two (2) members of the executive committee.
Section 3. Methods of Conducting Business
The Arc SW’s board of directors and the executive committee may conduct business by any means authorized by statute of the jurisdiction in which The Arc SW is legally organized, including mail, electronic methods, and telecommunication.
Section 4. Quorum
For both The Arc SW’s board of directors and the executive committee, a majority of the sitting number of members of the board or of the executive committee, respectively, shall constitute a quorum. No business may be conducted until a quorum is established. If business is conducted other than in person, a majority of votes authorized is required to approve actions. If less than a quorum is present the directors or executive committee members present may recess the meeting until a quorum is present.
Section 5. Proxies
Proxy voting is not allowed at meetings of The Arc SW’s board of directors or executive committee.
ARTICLE XV. ADMINISTRATION
Section 1. Selection
The Arc SW’s board of directors shall hire an executive director who shall serve under the direction of The Arc SW’s board of directors and shall carry out the general management of The Arc SW.
Section 2. Duties and Responsibilities of the Executive Director
A. Implementing The Arc SW’s policies, programs, and activities developed, formulated, and
approved by The Arc SW’s board of directors and members at annual meetings.
B. Managing the finances of the organization, including budgets, investments, and resource development.
C. Developing The Arc SW’s overall program in consultation with the officers and committees or task forces, and making recommendations for the board of directors’ consideration.
D. Working with members of the board of directors, committees and task force chairpersons and other volunteers to strengthen The Arc SW as a whole.
E. Hiring, firing, and evaluating employees of The Arc SW.
F. Such other duties as assigned by the board of directors.
ARTICLE XVII. NOMINATIONS AND ELECTIONS
Section 1. Eligibility
Any person who is a member in good standing of The Arc SW is eligible to be nominated for and elected to office. Staff members of The Arc SW are not eligible for nomination or election.
Section 2. Nomination Procedure
A. The board of directors and/or president shall appoint a nominating committee of at least 3 members. The nominating committee shall present its slate of nominees from a diverse constituency throughout the region for the positions of President, Vice President, Secretary, Treasurer, elected director positions to the secretary of The Arc SW no later than ninety (90) days prior to the annual meeting at which the election will take place. The secretary shall provide all members with the slate of nominees at least sixty (60) days prior to the annual meeting.
B. Nominations from the floor for all elective positions shall be permitted at the annual
meeting at which elections are held. An individual who may be nominated from the floor is encouraged to provide at least thirty (30) days prior to the election to the secretary of The Arc SW: 1) written notice of the nominee’s intention to run from the floor; 2) proof that the nominee meets the eligibility requirements stated in Section 1 of this article.
Section 3. Elections
A. Elections shall be conducted under the rules adopted at the start of at each annual meeting.
B. Each officer shall be elected by a majority of votes cast.
C. Each director shall be elected by a majority of votes cast.
D. Nominating Committee members will be elected by plurality.
E. After the ballots have been counted, candidates receiving a majority or plurality (whichever is required) of votes cast will be deemed elected. If a sufficient number of candidates do not receive a majority or plurality of votes cast on the first ballot, the candidates receiving the lowest number of votes shall be removed from the ballot. Elections shall continue in this manner until a sufficient number of candidates receive a majority or plurality vote.
F. All contested elections shall be conducted by secret ballot.
ARTICLE XVIII. REMOVAL FROM OFFICE
Section 1. Suspension or Removal
The Arc SW’s board of directors may suspend or remove any officer or elected director for valid cause upon a two-thirds (2/3) vote of the board’s authorized votes. Valid cause includes, but is not limited to:
A. Willful or continued neglect of the duties of the office.
B. Failure or refusal to disclose necessary information on matters pertaining to The Arc SW’s business.
C. Unauthorized expenditures or misuse of The Arc SW’s funds.
D. Actions that seriously hinder the board from carrying out its duties as outlined in Article XI, Section 5.
E. Misrepresentation of The Arc SW and its governing body to outside parties.
F. Unexcused absence from three (3) board of director meetings within a twelve-month period.
G. Conviction of a felony while in office.
H. Conduct reflecting poorly on The Arc SW.
Section 2. Request for Removal
Any five (5) directors of The Arc SW or any five (5) members may submit a signed, written request to the secretary of The Arc SW stating the grounds for the removal. If the secretary is the subject of the request; the request shall be submitted to the president of The Arc SW. If the president is the subject of the request, the secretary shall inform the vice president. The secretary or president to whom the request is submitted shall convene a meeting of the executive committee to consider the request.
Within ten (10) days of receipt of the request, the executive committee shall review the request and take any further steps it deems necessary to investigate the stated grounds. If a member of the executive committee is the subject of the investigation, the member shall excuse himself or herself from deliberations. If the executive committee determines the request warrants further action, it shall call a special meeting of The Arc SW’s board of directors. If the executive committee determines no further action is warranted, it shall advise the requestors of its decision and the reasons for the decision. The executive committee may immediately suspend the individual from the individual’s office pending the hearing.
Section 3. Notice and Hearing
If a special meeting of the board of directors is called to consider further action on a request for suspension or removal from office, the special meeting shall constitute a hearing at which the affected office holder may appear, with or without counsel as the office holder wishes, and respond to the grounds for the request as stated in the notice of the special meeting. Notice of the special meeting must be given at least fifteen (15) days in advance of the meeting and shall be sent to the affected office holder by certified mail, return receipt requested. Notice shall be deemed given when so deposited in the U.S. mail. At the conclusion of the special meeting, the board shall determine whether removal or suspension is warranted and shall immediately notify the affected person of the board’s decision.
ARTICLE XIX. COMMITTEES
Section 1. Appointments
The president shall appoint all committee chairpersons and members. The terms of service for committees shall be one year, subject to reappointment. The president may remove any chairperson or committee member.
Section 2. Standing Committees
The president, through the board of directors, shall designate those standing committees required to carry on the continuing functions of The Arc SW The board may establish standing committees from time to time, but the functions of standing committees must include: membership; budget, audit, and finance; governmental affairs; legal advocacy and human rights; prevention.
Section 3. Special Committees or Task Forces
The president, with board endorsement, may appoint special committees or task forces and shall fully outline the duties and term of any special committee or task force.
Section 4. Executive Committee
A. The executive committee shall consist of the five (5) officers named in Article X and one (1) other member elected from and by The Arc SW’s board of directors, and shall maintain its commitment to diversity consistent with the core values of The Arc SW.
B. The Executive committee must report its actions to the full board of directors by mail, by electric communication where appropriate and feasible, or at the next board of directors meeting.
C. The board of directors shall review the actions of the executive committee with the review reflected in the minutes of the board meeting.
D. The board of directors may override the executive committee action by a majority of votes cast provided that no irrevocable rights of third parties shall be affected.
ARTICLE XX. DISCIPLINARY PROCEDURES
The members attending the annual meeting shall adopt procedures for disciplinary actions against a member. Such procedures shall be invoked when serious violations of The Arc SW’s mission, bylaws, position statements, core values, affiliation agreement, associated organization agreement, or policies have been alleged and the board of directors deems the allegation(s) to have merit. Disciplinary procedures shall include, at a minimum, the following provisions:
A. Charges to be filed;
B. An investigation process;
C. Notification process;
D. A fair hearing procedure;
E. A decision process;
F. Appropriate penalties;
G. Appeal procedures.
ARTICLE XXI. RESOLUTIONS
Section 1. Proposal
A member in good standing of The Arc SW’s board of directors may, by written request to the secretary of The Arc SW at least one hundred twenty (120) days prior to the annual meeting of The Arc SW’s membership, propose a substantive resolution for consideration by the membership.
Section 2. Review
The secretary, in consultation with the president, shall refer the proposal to the board of directors or an appropriate committee. If the board or the committee deems the proposed substantive resolution is in keeping with the constitution and bylaws, the secretary of The Arc SW shall submit the proposed resolution to the membership not less than sixty (60) days before the annual meeting of The Arc SW.
Section 3. Presentation to the Annual Meeting
A proposed substantive resolution that has been reviewed by the appropriate committee and sent to the members within the sixty (60) day notice requirement shall be presented to the members for action at the annual meeting. The board of directors of The Arc SW shall review and make a recommendation for or against adoption to the members at the annual meeting.
Section 4. Voting
A majority of votes cast is necessary to adopt a resolution that has met the review and notice requirements.
Section 5. Resolutions Not Meeting Timelines
A proposed substantive resolution that has not met the review and notice requirements of Sections 1 and 2 of this article may not be presented to the membership at the annual meeting unless the membership, by a two-thirds (2/3) vote of the votes cast, allows the resolution to e presented. If the resolution is allowed to be presented, it shall be considered as new business and adoption shall require a two-thirds (2/3) vote of the votes cast.
ARTICLE XXII. POSITION STATEMENTS
Position statements of The Arc of Minnesota represent the vision for implementation of the core values of The Arc SW. Position statements are designed to articulate The Arc SW’s positions on important issues facing its constituents.
ARTICLE XXIV. RULES OF ORDER
Sturgis’ Standard Code of Parliamentary Procedure, in the latest edition, shall govern all deliberations of The Arc SW when it is not in conflict with these bylaws or any laws applicable to The Arc SW. The president of The Arc SW shall have the power to appoint a parliamentarian and shall interpret these bylaws when a q
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