By Laws of Speaking For Ourselves
A Nonprofit 501(c)(3) Corporation
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- Article I Introduction
- Article II Offices and Agency
- Article III Membership
- Article IV Chapters
- Article V Directors
- Article VI Officers
- Article VII Committees
- Article VIII Operations
- Article IX Amendment
1. Definition of By-Laws: The By-Laws constitute the code of rules adopted by Speaking For Ourselves for the regulation and management of its affairs.
2. Purposes and Powers: This Corporation will have the purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by the Nonprofit Corporation Law of 1972 of the Commonwealth of Pennsylvania or any successor legislation. The primary purpose of Speaking For Ourselves is to empower people with disabilities to learn to make decisions, solve problems, speak for themselves, and to exert control over their own lives. The further purpose of the Corporation is to educate and make the general public aware of the strengths, rights and desires of people with disabilities.
3. Principal and Branch Offices: The principal place of business of this Corporation in Pennsylvania will be located at 502 West Germantown Pike, Suite 105, Plymouth Meeting, Pennsylvania, 19462. In addition, the Corporation may maintain other offices either within or without the Commonwealth of Pennsylvania as its business requires.
4. Location of Registered Office: The location of the registered office of this Corporation is stated in the Articles of Incorporation. Such office will be continuously maintained in the Commonwealth of Pennsylvania for the duration of this Corporation. The Board of Directors may from time-to-time change the address of its registered office by duly adopted resolutions and amend its Articles or file the appropriate statement withthe Department of State.
5. Definition of Membership: The members of this Corporation are those persons having membership rights in accordance with the provisions of these By-Laws.
6. Classes of Members: There shall be three classes of members: Self-Advocate Members are persons with a developmental disability who join the Corporation. Advisor Members, who are community volunteers that assist members in the activities of the Corporation. Supporting Members are those persons who have donated financial, technical, or strategic support to the Corporation. These members may or may not be Self-Advocate and/or Advisor Members.
7. Members Dues: The dues payable to the Corporation by Members of each class shall be determined, reviewed, and revised by the Board of Directors from time-to-time.
8. Member Meetings: Self-Advocate Members hold monthly chapter meetings in their local area. Board meetings are held quarterly, Executive Committee meetings are monthly, and General Membership meetings are held annually. The Board may call Special Meetings as necessary.
9. Annual Meetings: The general meeting may be waived by majority vote of the Board, however, the meeting may not be waived two years in a row.
10. Special Meetings: May be called by a majority vote of the Board, or upon the request of two-thirds (2/3) of the local chapters. A special meeting shall be announced by written notice to each local chapter at least six (6) weeks prior to the meeting. The business which may be transacted at any special meeting shall be only such as is described in the notice of the meeting.
11. Voting Rights of Members: Each Self-Advocate Member will be entitled to one vote on each matter submitted to a vote of members. Advisor and Supporting Members will not be entitled to voting rights. Proxy votes may be submitted by a Self-Advocate Member provided the absence of the Self-Advocate Member from the meeting has been approved by the chapter leadership.
12. Quorum of Members: For a vote to occur at least one-tenth (1/10) of the voting membership must be in attendance. A quorum may not be less than five voting members. Once a quorum is established, a vote of the majority is required for the adoption of any matter. This will be the case, unless a greater proportion is required by the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the Corporation, or any provision of these By-Laws.
13. Transferability of Membership: Membership in this Corporation is non-transferable and non-assignable.
14. Termination of Membership: Membership will terminate in this Corporation in the following manner for the following reasons, including but not limited to: (1) the written or verbal resignation of a member given to the Board of Directors; (2) the failure of a Member to pay his annual dues; (3) for cause, inconsistent with membership guidelines, after notice and hearing by the Board of Directors; (4) the death of a member.
15. Local Chapters: The Board shall vote from time-to-time to certify local chapters following established criteria.
16. Annual Certification: Annually, the Board shall vote to re-certify each chapter.
17. Definition of Board of Directors: The Board of Directors is the group of people which 1) determine the mission and purpose of the Corporation; 2) provide overall goals and objectives to be carried out by the Executive Director; 3) partners with the Executive Director in the following areas: strategic planning, fiscal health, fundraising, community interaction, marketing and networking; 4) assists Executive Director in the recruitment and orientation of new Board Members; 5) evaluates the Executive Director’s performance; 6) partners with the Executive Director in assessing the performance of the Board of Directors, as individual directors and as a group.
18. Numbers of Directors: The Board of Directors shall consist of a number no greater than 21. Directors shall be Self-Advocate members of the Corporation.
19. Board Composition: Each local chapter of the Corporation shall be entitled to nominate three of their Self-Advocate members to the Board of Directors. Each year, the Board Nominating Committee, will appoint from each of the five (5) designated geographical regions of the Corporation, one of the qualified local chapter nominations to serve on the Board as regional representative. The Nominating Committee shall appoint to the Board three (3) representatives from each region. Qualifications for Board nomination are that the nominee has had at least 2 years of service as an officer of a local chapter. The previous four (4) Board Presidents of the Corporation shall serve at-large, provided that the individuals are remain in good standing in the Corporation as Self-Advocate Members. The founder of Speaking For Ourselves shall have the right to a permanent seat and vote for as long as she wishes.
19(a). Board Nominating Committee: Each January, the Board of Directors shall appoint five (5) Directors to the Nominating Committee. The Nominating Committee shall consist of the five (5) Directors and the Executive Director. The Committee shall be charged with the responsibility of gathering nominations from the local chapters and selecting by majority vote those nominees that are, in the Committee’s best judgment, most qualified to serve on the Board of Directors. Service can be either for regular terms or as needed for replacement of empty Board seats.
20. Term of Directors: Board Members shall serve for a term of three (3) years, with the exception of the previous Board Presidents who shall serve until such time the most recent Board President replaces the most previous President. Directors appointed to represent regions other than their own shall serve for a one-year term. One-third (1/3) of the Board seats shall expire each year, so that no election shall be for more than one-third of the Board seats in any year. The exception shall be if a Board seat becomes vacant before that Member’s term has expired.
21. Vacancies on the Board: The Nominating Committee shall have the right to appoint other Directors when a region does not have sufficient qualified nominees to fill its three seats. The Nominating Committee shall make good faith efforts to ensure equal representation of each of the Corporation’s five regions, based on the available qualified nominees.
22. Place of Directors' Meetings: Meetings of the Board of Directors, regular or special, will be held at the registered offices of the Corporation or at any other place within or without the Commonwealth of Pennsylvania, as provided in a proper notice.
22(a). Notice of Directors' Meetings: Notice of meetings shall be adapted to the communication style of the particular member: Written, verbal, Braille, sign language, etc.
23. Number of Directors' Meetings: Regular meetings of the Board shall be held quarterly at such time and place as the Board may direct. Notice of each meeting of the Board shall be given to each Board Member.
24. Special Directors' Meeting: Special meetings of the Board may be called either at the discretion of the Board President, the Executive Director, or upon the written request of one-third (1/3) of the Board Members with notice given to each Board Member at least five (5) days prior to the date of the meeting.
25. Voting Rights of Directors: Each Director will be entitled to one vote on each matter submitted to a vote of directors. A proxy vote may be submitted by a Director provided the absence of the Director from the meeting has been approved by the executive committee.
26. Waiver of Notice: Each Director will be entitled to one vote on each matter submitted to a vote of directors. A proxy vote may be submitted by a Director provided the absence of the Director from the meeting has been approved by the executive committee.
27. Quorum of Directors: For a vote to occur, one-third (1/3) of the entire Board (but no less than five (5) Directors) will constitute a quorum.
28. Board Compensation: Board Members shall receive no compensation for services. A Board Member may, however, be compensated for serving the Corporation in another capacity, provided this is approved by the Board in a formal resolution.
29. Conflicts of Interest: It shall be the responsibility of each Board Member to disclose to the Board an outside association that may impact a decision before the Board. The Board will decide whether to exclude such Board Member from voting on the discussion surrounding said issue.
30. Removal of Board Members: (a) the Board may, at its discretion, and by a two-thirds (2/3) vote, declare vacant the office of a Board Member if he or she is not fulfilling the duties of office, provided that such Board Member shall first be given notice of the intended action and be given an opportunity to be heard at the meeting at which such vote is taken; (b) if a Board Member misses two meetings in a row, without an approved excuse from the President or Vice President, they will be automatically removed from the Board.
31. Roster of Officers: the Officers of this Corporation consist of the following personnel: (1) President; (2) Vice President; (3) Secretary; (4) Treasurer. All Officers shall be Self-Advocate Members of the Corporation, in good standing.
32. Selection of Officers: An election for each of the four (4) Board Officers shall be held every two years by the Board of Directors. The term of Officers shall be from January 1st of the first year to December 31st of the second year. Officers may be re-elected and serve for an additional term in the same office. Two years must pass before the Officer may serve again in the same office. However, the Officer may be elected to another Board Office. In addition, after the two years have passed, Officers may be elected again to the office they held two years prior, and may be re-elected for another consecutive two year period. The Board may, at its discretion, appoint additional Officers as it deems necessary for the proper conduct of its business.
33. President: The President leads the Board of Directors in establishing the Mission and goals of the Corporation. The President ensures that the Board Officers and Board Members follow the by-laws of the Corporation and adhere to the ethical and business principles of the Corporation. The President will perform the duties of the office as they are set out in these by-laws and/or other Corporation documents, and duties as prescribed from time-to-time by the Board of Directors. The President supervises the Members of the Board of Directors and the Board’s activities. The President does not supervise corporation staff or carry out the operational responsibilities (e.g., office management) of the corporation.
34. Vice President: The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time-to-time by the Board of Directors.
35. Secretary: The Secretary will keep minutes of all meetings of the Board of Directors will give all notices as are required by law or by these by-laws. The Secretary will perform all duties incident to the Office of Secretary and such other duties, as may be required by law, by the Articles of Incorporation, or by these by-laws, or which may be assigned from time-to-time by the Board of Directors.
36. Treasurer: The Treasurer will consult with the Executive Director regarding the financial status of the Corporation and inform the Board, as needed. The Treasurer will provide reports and a financial overview to the Directors as required, and will perform in general all duties incident to the Office of Treasurer and such other duties as may be required by law, by the Articles of Incorporation, or by these By-Laws, or which may be assigned from time-to-time by the Board of Directors.
37. Removal of Officers: Any Officer elected or appointed to office may be removed by the Board of Directors. A notice will be sent to the Officer who will be present at the meeting for his/her removal. The Board will present reasons for removal. The Officer will have the right to be heard and to make a case before the Board. Two-thirds of the Board must vote in order for the Officer to be removed from the Board.
38. Waiver of Notice: Required notice of a meeting as specified by the Nonprofit Corporation Law of 1972, the Articles of Incorporation of the Corporation, or in these By-Laws, may be waived if the person(s) entitled to such notice writes and signs a note stating the same. This written waiver may be presented to the Secretary at the meeting, or prior to the meeting. In the case of a Special Meeting, the signed waiver must specify the general nature of the business to be transacted.
39. Action by Consent: Any action required by law or under the Articles of Incorporation of the Corporation or these By-Laws, or any action which otherwise may be taken at a meeting of the Board of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, is signed by all of the members of the Board of Directors and filed with the Secretary of the Corporation.
39. Appointment of Committees: The Board may establish one or more Committees with such powers as the Board may specify, in accordance with these By-Laws.
40. Fiscal Year: The Fiscal Year of this Corporation will be July 1st through June 30th.
41. Execution of Documents: Except as otherwise provided by law, checks, drafts, promissory notes, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the Executive Director up to the amount of two-thousand five hundred dollars. The Executive Director may select one staff designee to sign if the Executive Director is not available. In the case of checks provided directly to the Executive Director, a second signature is required from either a staff designee or a Board Officer. Evidences of indebtedness above two thousand five hundred dollars are to be signed by both the Executive Director (or Designee) and an Officer of the Board of Directors. Evidences of indebtedness over the amount of five-thousand dollars are to be signed by two Officers of the Board of Directors. Contracts, leases, or other instruments executed in the name of and on behalf of the Corporation will be signed by the Executive Director (or Designee) and will have attached copies of the resolutions of the Board of Directors, certified by the Secretary, authorizing their execution.
42. Books and Reports: The Corporation will keep correct and complete books and records of account, and will also keep minutes of the proceedings of its Members, Board of Directors, and Committees. The corporation will keep at its registered office or principal place of business a membership register giving the names, addresses, and showing classes and other details of the membership of each, and the original or a copy of its By-Laws including amendments to date certified by the Secretary of the Corporation.
43. Inspection of Books and Records: All books and records of the Corporation may be inspected by any Member of the Board of Directors, with the prior approval of the Executive Director, if such inspection is for the purpose of promoting the mission and goals of the Corporation. The Member requesting review of the Books and Records shall state to the Executive Director (or Designee) how the review shall accomplish that purpose.
44. Nonprofit Operations: The Corporation will not have or issue shares of stock. No dividends will be paid, and no part of the income of the Corporation will be distributed to its Members, Directors, or Officers. However, the Corporation may pay compensation in accordance with Paragraph 28 of these by-Laws.
45. Loans to Management: The Corporation will make no loans to any of its Directors or Officers.
46. Modification of By-Laws: These By-Laws may be altered, amended, or repealed by a two-thirds (2/3) vote of the Board at any regular meeting duly convened after notice of the substance of the proposed amendment shall have been given. No amendment shall be contrary to the purpose as stated in the Articles of Incorporation.
47. Adoption of By-Laws: Adoption of the incorporators by unanimous vote on the 22nd day of April 2006, at Harrisburg, Pennsylvania.
Original signed by:
Carolyn Morgan, Board President
Bill Krebs, Board Vice President
Rick Giovannucci, Board Secretary
Wanda Davis, Board Treasurer
Debra Robinson, Executive Director
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