WISCONSIN ASSOCIATION OF THE DEAF, INC. BYLAWS
as amended on June 24, 2017
Article I – Name
Section 1.1- Name
The name of this Association shall be the Wisconsin Association of the Deaf, Inc. hereinafter called the Association or WAD.
Article II – Mission/Affiliation/Non Profit Status
Section 2.1 - Mission
The mission of the WAD is to preserve, protect, promote and advocate for the civil, human, cultural and linguistic rights of deaf, hard of hearing and deafblind individuals in Wisconsin.
Section 2.2 - Affiliation
WAD shall be an affiliate of the National Association of the Deaf (NAD), wherein WAD’s rules, regulations, mission, and objectives are consistent with those of the NAD.
Section 2.3 - Nonprofit Status
All activities of the Association are meant to be exclusively charitable, and shall follow regulations as established in the Internal Revenue Code Section 501(c)(3).
Article III – Membership Categories
WAD shall have three membership categories as follows:
Section 3.1. - Regular Membership
a. Regular membership shall be open to any deaf person at the age of 18 and over, or any person interested in the welfare and empowerment of the deaf, who is a legal resident of Wisconsin, upon payment of membership dues.
b. Regular members shall have voting privileges as well as serve on committees.
Section 3.2 - Associate Membership
Associate membership may be conferred to non-resident not meeting the regular membership definition, upon payment of dues. Associate members shall not have voting privileges and may not hold an office.
Section 3.3 - Affiliate Membership
An organization having 10 or more members or primarily serving the welfare of the deaf citizens of Wisconsin may become an affiliate of WAD upon payment of affiliate dues.
Section 3.4 Membership Dues
Biennial membership dues shall be determined by the Board and be announced prior to each biennial conference
Article IV – Board of Directors
Section 4.1 - Executive Board
Section 4.2 - Board of Directors (the Board)
The Executive Board shall appoint three members at large, including a senior citizen, and a WisRID/WAD Board liaison.
Section 4.3 - Operations
The Board shall have general control of the affairs of the Association between biennial conferences, including to appropriate money from all funds, and to ensure that the current expenditures of the Association shall not at any time exceed the regular income for each fiscal year.
Section 4.4 - Vacancies
The Board shall have the power to fill any Board vacancies between biennial conferences.
Section 4.5 - Executive Session
The Executive Board shall convene in an executive session where circumstances warrant, i.e., when discussing sensitive personnel matters, and/or matters involving litigation.
Section 4.6 - Resignations
Resignations shall be submitted in writing to the President or the Secretary who shall inform the Board.
Section 4.7- Removal from Office
An elected or appointed Board member shall be removed after a due process hearing for failure to carry out their duties or for other good and sufficient reason by a two thirds (2/3) vote of the Board present. That individual may maintain his or her membership,but shall not serve on the Board, for a length of time to be determined by the Handbook guidelines.
Section 4.8 - Compensation
Members of the Board shall serve without compensation except for standard expense reimbursement for costs incurred in the discharge of duties.
Section 4.9- Liability
The Association shall indemnify any officer, and appointed board members of the Wisconsin Association of the Deaf against expenses actually incurred by such person in connection with the defense of any civil action, suit, or proceeding in which such officer, board member, or employee, in which such person is made a party by reason of being or having been such officer, board member or employee, in which such person is found to be not liable. Such indemnification shall not be deemed exclusive or any other rights to which such officer, board member or employee may be entitled under any bylaw, agreement, vote of the Board or otherwise.
Article V – Board of Directors’ Duties
Section 5.1 - The President shall:
d. be an ex-officio member of all committees except the nominating committee
e. perform other duties as outlined in the Handbook
f. If the President request so or upon board’s recommendation, the immediate past president may serve as an advisor on the Board of Directors, whichever he/she shall serve at the current President’s pleasure and shall be a non-voting position.
Section 5.2 - The Vice President shall:
a. fill the office of the President when he/she is unable to discharge the duties of the President or when the office of the President becomes vacant
b. chair the Legislative Committee and the Bylaws Committee
c. serve as the Association’s Legislative Liaison
d. perform other duties as outlined in the Handbook
Section 5.3 - The Secretary shall:
d. handle all communications as directed by the President
e. perform other duties as outlined in the Handbook
Section 5.4 - The Membership Secretary shall:
d. act as a liaison between the Affiliates members and the Board.
e. perform other duties as outlined in the Handbook
Section 5.5 - The Treasurer shall:
Section 5.6 - The WAD/WisRID Board Liaison shall:
Section 5.7 - The Members-at-Large shall:
Article VI – Meetings and Conferences
Section 6.1 - Board Meetings
Section 6.2 - Round Table Conferences (RTC)
Section 6.3 - Biennial Conferences
Article VII NAD Representation
Section 7.1 - President as Delegate
The President of the Association shall automatically be a delegate to both the National Leadership Training Conference (NLTC) and the National Association of the Deaf (NAD) Conferences.
7.2 - Additional Delegates
Additional delegates and alternates, with WAD membership in good standing shall be appointed by the Board. The delegates are expected to attend both NLTC and NAD conferences.
Article VIII – Committees
Section 8.1 - Standing Committees
The Association has four standing committees: Legislative, Membership, Finance, and Bylaws. (The committees are further described in the handbook)
Section 8.2 - Other Committees
The Board of Directors may create standing and ad-hoc committees as needed.
Article IX – Fiscal Policy
Section 9.1 - Fiscal Year
The fiscal year shall be from September 1 to August 31.
Section 9.2 - General Fund
The Board shall have power to appropriate from the Association general accounts in such amounts as it may deem necessary to meet the ordinary expenses of the Association, and to carry out the wishes of the membership as expressed at the biennial conference and the Board meetings.
Section 9.3 - Authorization
The President will have the express authorization to access any and all fiscal accounts, including but not limited to placing any account on hold pending investigation if deemed necessary. The President shall be named on each bank account in addition to the Treasurer. Under no circumstances shall two related parties by blood, marriage, partnership or step related simultaneously be authorized signatures on any WAD account.
Section 9.4 - Audit
Article X – Funds
Section 10.1 - General Fund
All monies for this fund shall come from membership dues, Affiliate dues, and net proceeds. This fund shall be used to defray general operating expenses of the Association.
Section 10.2 - Transfer of Funds
Expenditures and transfers between unrestricted accounts will be at the discretion of the Board.
Article XI Proposed Bylaws
Section 11.1 Proposed Bylaws
Section 11.2 - Bylaws Amendments/Suspensions
Bylaws may be amended, or temporarily suspended by a two-thirds (2/3) vote of regular members present and voting at the biennial conference. Any alterations or amendments to the Bylaws shall become effective immediately after the biennial conference.
Section 11.3 - Laws Conflicts
All new federal and state laws and parts of laws in conflict with the existing bylaws shall take precedence over the existing bylaws. The bylaws chair shall be authorized to make necessary editorial changes and notify the board and members of those changes immediately.
Section 11.4 - IRS Conflict
Any article or section in these bylaws and other contents as printed herein in conflict with the organization’s “non-profit” status in the opinion of the Internal Revenue Service or the Wisconsin Department of Revenue shall be removed by the Board while the rest shall remain in effect.
Section 11.5 - Reporting
The Secretary and/or the Treasurer shall submit any necessary forms or other documents to the designated state authority in accordance with all legal requirements. When required by state law, the bylaws shall be filed, with a statement that they supersede and take the place of the existing articles of incorporation and amendments.
Article XII – Nominations
Section 12.1 - Candidates
a. Any individual may express interest for an office to Chair of the nominating committee at least 30 days prior to electronic vote announcement.
b. The nominating committee shall present a slate of candidates to members 20 days prior to the electronic voting end date in June identified by the board.
Section 12.2 - Requirements
All candidates must be deaf, hard of hearing, or deafblind, have been regular members for one full year prior to an election.
Section 12.5 - Presence
Any newly elected officers, who is nominated for office, shall be present at the conference.
Article XIII Elections
Section 13.1 - Ballot
New officers of the Association shall be elected by electronic vote with an announcement of the results during the business session during the conference during odd numbered years and by video/e-mail announcement during the even numbered years.
Section 13.2 - Voting
a.The President, and Secretary shall be elected in odd-numbered years.
b.The Vice President, Membership Secretary and Treasurer shall be elected in even-numbered years.
Section 13.3 - Term
a. The positions of President, Vice-President, Treasurer, Membership Secretary and Secretary shall serve every two (2) years.
b. Newly elected officers shall assume their respective duties on September 1st.
Section 13.4- Property
Outgoing officers shall turn over all WAD official documents, properties and correspondences to their successors before September 1st.
Article XIV – Parliamentary Authority
Section 14.1- Robert’s Rules of Order
The rules contained in Robert’s Rules of Order (the latest edition) shall govern the Association’s operations.
Article XVI – Dissolution
Section 15.1 - Dissolution