Minutes and Bylaws

The name of the organization shall be the Minnesota Association of Deaf Citizens; hereafter referred to as MADC.

The object of the MADC is to preserve, protect, and promote the civil, human, and American Sign Language and other natural signed languages rights of Deaf, DeafBlind, and Hard of Hearing individuals in the state of Minnesota.

Section 1 Members Any individual, who is part of the Deaf, DeafBlind, and Hard of Hearing community in Minnesota, including interested hearing individuals, is eligible to be a member of the association. Section 2 – Membership Classifications 1. Active MN Members – Regular membership status in MADC shall be conferred to Minnesota residents upon display of official Minnesota identification and payment of membership dues. Active members can hold office and be a member of the Board of Directors. Active Members can vote during biennial conference membership business meetings and special membership business meetings. 2. Active Neighboring Cities Members – Regular membership status in MADC shall be conferred to residents living in a neighboring city bordering Minnesota upon display of official identification and payment of membership dues. A member cannot hold dual state association board positions. Active Neighboring cities members can vote during biennial conference membership business meetings and special membership business meetings. 3. Associate Members – Associate membership status shall be conferred to hearing individuals, and individuals who do not reside in Minnesota and neighboring cities bordering Minnesota upon payment of membership dues. Associate members cannot hold office, be a member of the Board of Directors and cannot vote during biennial conference membership business meetings and special membership business meetings. Associate members can participate in discussions. Section 3 – Membership Dues Dues for each membership category in Section 2 shall be determined by the Board of Directors. Dues are to be paid annually by March 31st. The Board of Directors may vote to confer free membership for one year to students graduating from high school or college to encourage their participation in MADC.

Section 1. The officers of MADC shall be the president, vice president, secretary, treasurer and five members-at-large. Section 2. Qualifications. To qualify for any office, the individual shall have been a member of MADC for at least one year at the time of election. To qualify for the office of the president, vice president, secretary, or treasurer, a member shall have at least two years of experience on different boards, not only MADC. Section 3. Term of Office. 3.1 President, Vice President, Secretary and Treasurer can serve up to three consecutive two-year terms regardless of the position. Members may be re-elected to the Board after taking a required two-year leave. Elections shall be scheduled at the biennial conference business meeting. 3.2 Members at Large (MAL) 3.2.1. There shall be five (5) MAL representing different locations within the state of Minnesota and neighboring cities. Preference may be given to one MAL representing the northern region and another representing the southern region. 3.2.2. The term of office for the MAL shall be for four (4) years for the commencing with the date immediately following the biennial conference business meeting. Of the five (5) MAL, three (3) MAL and two (2) MAL shall be elected during the alternating biennial conference business meetings. Section 4. Duties of Officers. Officers shall perform the duties prescribed by these bylaws and by the parliamentary authority adopted by the association. A. The President shall: 1. be the official spokesperson of MADC. 2. preside over meetings of the MADC Board of Directors. 3. (a) appoint chairpersons for all standing and ad-hoc committees with the exception of the Nominations and Elections Committee with the approval of the Board of Directors. (b). be an ex-officio member of all MADC committees except the Nominations and Elections Committee. represent MADC at NAD Council of Representative meetings and NAD Region 2 meetings. If the president is not able to attend, he/she shall select a member of the Board of Directors to attend in his/her place. 4. represent MADC at Minnesota Commission for Deaf, DeafBlind and Hard of Hearing meetings/events. If the president is not able to attend, he/she shall select a designee. B. The Vice-President shall: 1. preside over meetings in the absence or request of the president. 2. assume the role of president upon his/her death or resignation. 3. perform such duties as prescribed by the president or the Board of Directors. C. The Secretary shall: 1. be responsible for compiling and publishing the minutes of all board meetings, general meetings, and special meetings. 2. keep on file all committee reports. 3. keep the organization’s official membership roll and to call the roll when required to do so. 4. prepare, in advance, an order of business for use by the president. 5. within 14 days after the conclusion of each meeting, send copies of the minutes to each board member. After approval of the minutes, the secretary will file for record keeping purposes. 6. notify each board member via the preferred method of communication the date, time, place, and tentative agenda for each regular board meeting at least 30 days in advance of the meeting. 7. appoint up to 2 members to assist with completion of the duties of the secretary as needed. D. The Treasurer shall: 1. be custodian of MADC funds. Collect, deposit, and disburse the funds of the organization; have a working knowledge of use of an accounting system and spreadsheet program. 2. file applicable federal, state, and local tax forms. 3. balance books and prepare fiscal year financial statements for the auditors. 4. be bonded. 5. complete a monthly financial report and send it to all board members. 6. make a quarterly report at each board meeting and answer questions, if any, about the finances of MADC. E. The Members At Large (MAL) (5) shall: 1. The MAL shall share community input at board meetings. 2. Three of the five MAL shall be chairs of the Membership, Deaf Awareness Day, and Youth Committees. 3. As needed, the MAL shall be assigned to special projects and committees as determined by the board and shall render reports at quarterly meetings.

Section 1. Biennial Conference Membership Business Meeting 1. During odd numbered years, MADC shall have a biennial conference, including a biennial conference business meeting. During the biennial conference, members may attend the biennial conference business meeting with registration. 2. Nomination and Election Committee. The Nomination and Election Committee shall be appointed by the Board three months prior to the biennial business meeting. The committee shall consist of three members elected by ballot. A plurality shall elect. The committee shall choose its own chair. The committee shall nominate candidates for each office to be filled and shall report the nominees to the membership before the elections for each office takes place. 3. Elections. Elections shall be held at the biennial membership business meeting during odd years. Election shall be by ballot. A plurality shall elect. In the event there is but one nominee for any office, the vote for that office may be taken by hand vote. 4. Nominations from the Floor. Members can nominate candidates from the floor during the biennial conference business meeting. 5. Consent of Nominees. No name may be placed in nomination without the consent of the nominee. 6. If any MADC Board position remains vacant after elections, the newly elected Board shall fill the positions. 7. Special meetings may be called by the president, 3 board members, or at least 50 or 10% of voting members, whichever is less, petitioning. Within 30 days after receipt of a demand for a special meeting from members with voting rights, the board shall cause a special meeting to be called and held on notice no later than 90 days after receipt of the demand at the expense of MADC. If the board fails to cause a special meeting to be called and held as required by this subdivision, a member with voting rights making the demand may call the meeting by giving notice at the expense of MADC. Notification of such a meeting must take place at least 72 hours before the special meeting. Members shall receive notification of special meetings by email and social media postings. 8. Proclamation Declaring a National, State, or Local Emergency i. If there is a declaration of national, state, or local emergency, special meetings and biennial conferences, through the use of technology available, may be held virtually. During the virtual biennial conference, meetings of the membership and election of officers shall be held. 9. Term during the National, State, or Local Emergency i. If there is a declaration of national, state, or local emergency, and where the use of technology becomes unavailable and holding the virtual biennial conferences cannot be held prior to the end of the odd year, the officers of the board of directors shall meet as soon as possible. Section 2: Voting privileges Only voting members,who have updated membership, shall be allowed to vote during general and special meetings. Section 3: Quorum for General and Special Meetings At least 30 active members must be present to constitute a quorum for general, special and biennial conference meetings.

Section 1. The board of directors shall consist of nine elected officers. Section 2. The board of directors shall be responsible for the management and administration of MADC in all respects and for all purposes and shall have the power to conduct the business of the association. Section 3. The board shall have at least four regular board meetings a year, with at least two meetings via videoconferencing. Board members, who cannot make a board meeting in person, can attend the board meeting via videoconferencing. Dates and times of the meetings shall be determined by majority vote of the board members. Special board meetings can be called upon by the President or at least three board members. Section 4. A majority of the board membership constitutes a quorum. Section 5. Executive Session. For the purpose of discussing confidential or sensitive legal issues as mandated by law, the board may vote to go into executive session. A majority vote of all board members present is required to go into executive session. After executive session discussion, the decisions of the board must be recorded in the minutes without identifying details. Section 6: Resignation, Removal, and Vacancies: 1. A vacancy in the office of the president shall be filled by the vice president for the unexpired term of the president. This shall not count against the term of office for the vice president shall he/she determine to run for president. 2. A vacancy of any office, except for the president, shall be filled by the board for the unexpired term. 3. If a board member resigns, he/she must submit a signed letter of resignation to the President and Secretary via mail and/or email attachment. If the Secretary resigns, he/she must submit a signed letter of resignation to the President. If the President resigns, he/she must submit a signed letter of resignation to the Secretary. Resignations through social media will not be accepted. 4. If the whole board resigns, within 30 days, 30 members shall call for a special meeting to elect a new board. 5. Any elected board member, who fails to attend three consecutive regular and special board meetings shall be automatically removed from office. 6. Elected and/or appointed board members may be removed with cause by a 2/3 majority vote of the board of MADC present at a regular or special board meeting. Such a meeting shall be held during an executive session. Section 7. Compensation Members of the board shall serve without compensation except for reimbursement of standard expenses incurred in discharge of duties. Section 8. Indemnification. The Association shall indemnify its directors and officers to the greatest extent permitted by law. This shall be secured by the attainment of Directors and Officers Insurance. This is to protect directors and officers against liability issues that may arise against the Association. The expense for such shall be included in the Association’s Annual Budget.

Section 1: Purpose and Meetings of Standing and Special Committees. The purpose of committees is to support MADC and to provide for a strong and effective governance system. Committee meetings may be held in person and/or video-conferencing. Any meeting shall provide for accessible communication among all committee members synchronously. Section 2: Appointments. Chairpersons of the Committees of the Board shall be appointed by the President with the approval of the Board. The President shall serve as ex-officio of all committees except for the Nominating Committee. Chairpersons shall be members of the Board and each committee chairperson shall select members of their respective committee. Committee membership will be open to full members and non-members. Section 3: Standing Committees. There shall be six standing committees as follows: (1) Audit, (2) Governance, (3) Finance (4) Membership, (5) Deaf Awareness Day, and (6)Youth. Section 4: Audit Committee A. The Audit Committee is a committee of the MADC’s Board of Directors established to support the Board in fulfilling its oversight responsibilities for the monitoring of MADC’s accounting; financial reporting; internal control processes and related policies and procedures; process for identifying and managing risks; and audits of its financial statements. B. The Audit Committee of the Board shall consist of three (3) members including the chair. The Treasurer shall not serve on the Audit Committee. Section 5: Governance Committee. A. The Governance Committee is a committee established to ensure that the MADC’s Board of Directors, as well as individual Board members, has the skills and competencies necessary to perform at the highest level, implementing and maintaining MADC’s Code of Ethics and Conflict of Interest Policies, propose amendments to MADC’s bylaws during its biennial conference, and developing, updating and maintaining MADC’s policies and procedures manual (PPM). B. The Governance Committee of the Board shall consist of at least three (3) members and no more than five (5) members including the chair. Section 6: Finance Committee A. The Finance Committee is a committee established to support MADC’s Board of Directors in fulfilling its responsibility to oversee MADC’s financial strategy and performance. This involves financial reporting, budgeting, and investment B. The Finance Committee of the Board shall consist of at least three (3) members and no more than five (5) members including the chair. C. The Board shall appoint two administrators, who are not members of the Board of Directors, to handle all financial accounts and passwords. The administrators must be bonded. Section 7: Membership Committee A. The Membership Committee shall consist of the Secretary, Treasurer, and three (3) other members. The duties of this committee shall develop and recommend to the Board strategies for expanding the membership of the Association. B. maintain a current listing of all of the members of MADC, following the membership categories established in Article 2. The listing of members shall include the member’s name, date of payment, amount of payment, and preferred method of contact. Section 8: Deaf Awareness Day Committee A. The Deaf Awareness Day Committee shall consist of the Treasurer, Vice-President, Deaf Awareness Day chairperson, and two (2) or more other members. The duties of this committee shall be developing and making plans for the Board regarding Deaf Awareness Day event. Section 9: Youth Committee A. The Youth Committee shall consist of at least three (3) and no more than five (5) members of the Association. The committee shall devise ways, but not limited to, to plan youth activities for all Deaf, DeafBlind, and Hard of Hearing youth, provide fostering youth development through involvement in community projects, and promote youth activities by encouraging Deaf, DeafBlind, and Hard of Hearing persons under the age of 18 to attend events hosted by the Youth Committee. Section 10: Special Committees All other committees shall be appointed by the President subject to ratification by a majority of the voting members of the MADC Board present at a Board meeting, and such committees shall have duties and structure, and shall be subject to such procedures as determined by the President subject to the ratification by a majority of the voting members of the MADC Board present at a Board meeting.

Section 1. Professional Excellence. Maintain a professional level of courtesy, respect, and objectivity in all MADC activities. Strive to uphold those practices and assist other MADC members of the board in upholding the highest standards of conduct. Section 2. Personal Gain. Use the powers invested for the good of all members of the organization rather than for his or her personal benefit, or any other organization(s) that they represent. Section 3. Conflict of Interest. A. A conflict of interest is defined as any situation in which a member’s decisions or votes could substantially and directly affect the member’s professional, personal, financial or business interests. B. All persons either elected or appointed to an office (including but not limited to any board or committee members), prior to acceptance and during tenure of that position, shall consider each item of business, where they have a vote or decision authority, to determine if a real or perceived conflict exists with the interests of the organization. C. In the event that a person nominated for or holding an office finds himself or herself in such a position, he or she shall promptly disclose the conflict of interest to the board and recuse themselves at any board or committee meeting from any deliberations or vote on the matter giving rise to the conflict of interest. Section 4. Collaboration and Cooperation. Respect the diversity of opinions as expressed or acted upon by the MADC board, committees and membership. Promote collaboration, cooperation, and partnership among MADC members. Section 5.Confidential Information. Respect the confidentiality of sensitive information. The board members shall be required to sign the confidentiality agreement. Failure to sign the board confidentiality agreement will result in termination of board membership. Section 6. Nepotism A. There shall not be two or more familial members serving on MADC board and committees at the same time. B. Definition of familial members: a. One is the direct descendant of the other or extended family. b. They are spouses or partners in a civil union. c. They are family members by birth, marriage, or adoption.

Unless otherwise provided for in these bylaws, the current edition of Robert’s Rules of Order, Newly Revised shall be the parliamentary authority of MADC.

Section 1: Amendments These bylaws may be amended by a 2/3 majority vote of the membership present and voting at the biennial conference business meetings provided that: 1. The amendments shall be submitted to the Governance Committee 60 days prior to the business meeting and 2. shall be shared with MADC members 30 days prior to the business meeting; and 3. proposed amendments passed during the business meeting become effective after the close of the business meeting. 4. No amendments shall be accepted from the floor during the business meeting. Section 2: Standing rules For any matters not governed by the Articles of Incorporation or these Bylaws, standing rules may be proposed by the board but changes in rules must be approved by a majority vote of members during biennial conference business meetings