BYLAWS OF THE NATIONAL BLACK DEAF ADVOCATES
(Ratified August 1, 2009)
ARTICLE I – NAME
Section 1. Name. The name of the organization shall be the National Black Deaf Advocates, Inc., hereafter referred to as NBDA.
ARTICLE II – OBJECT
Section 1. Object. NBDA shall be organized and operate mainly to promote the leadership development, economic and educational opportunities, social equality, and to safeguard the general health and welfare of Black deaf and hard of hearing people.
ARTICLE III – MEMBERSHIP
Section 1. Individual Membership.
1.1 Regular Member. Such membership shall be conferred to individuals who are members in good standing with a local Chapter of NBDA upon Chapter’s payment of its annual dues to NBDA.
1.1.1 Shall regular member’s chapter become inactive due to insufficient number of members, his/her status will be converted to member-at-large.
1.2 Member-at-large. Such membership shall be conferred to individuals that wish to have all the rights and privileges of a Regular member but resides in a state or territory that does not have a Chapter of NBDA, upon payment of membership dues equal the Regular membership rate directly to NBDA.
1.3 Senior Member. Senior citizen membership status shall be conferred to individuals at the age of 55 and over, upon payment of:
1.3.1 One-half the Regular membership rate paid to a local Chapter of NBDA and upon Chapter’s payment of its annual dues to NBDA; or,
1.3.2 One-half the Member-at-large membership rate directly to NBDA.
1.4 Student Member. Student membership status shall be conferred to individuals enrolled full-time at secondary or post-secondary programs, upon payment of:
1.4.1 One-half the Regular membership rate to individual’s local Chapter of NBDA and upon Chapter’s payment of its annual dues to NBDA.
1.4.2 One-half the Member-at-large membership rate directly to NBDA.
1.5 Associate Member. Such membership shall be open to any person that is not a Regular or Member-at-large of NBDA.
1.6 Honorary Member. Honorary membership status shall be conferred by biennial NBDA conference resolution to individuals in recognition of distinguished service to NBDA. Honorary members are not eligible to vote or hold office.
1.7 Individual Membership Fees. Required Individual membership fees for Regular, Member-at-large, Senior, Student and Associate members shall be determined by the Board of Directors of NBDA.
1.8 Rights and Privileges.
1.8.1 All individual members with the exception of Associate and Honorary members shall have full voting privileges and shall be eligible to hold office within NBDA.
Section 2 Organizational Membership.
2.1. Organizational Member. This category shall include three (3) classes of organizational membership.
2.1.1 Chapter Member. Chapter membership shall be granted to a group of not less than fifteen (15) individuals representing a city, state or local metropolitan jurisdiction that seeks to form an organization specifically for the purpose of furthering the Objectives of NBDA and have satisfied all of the requirements set forth in NBDA New Chapter Guidelines including the payment of annual dues to NBDA.
2.1.2 Non-Profit Member. Organizational membership shall be available to bona fide national, state, and local non-profit entities with a mission or interest in furthering the welfare of Black deaf people.
2.1.3 For-Profit Member. Organizational membership shall be available to bona fide national, state, and local for-profit entities with a mission or interest in furthering the welfare of Black deaf people.
2.2 Organization Membership Fees.
2.2.1 Chapter Member. The Board of Directors shall determine the required fees for chapter membership.
2.2.2 Non-Profit Member. The Board of Directors shall determine the required fees for non-profit membership.
2.2.3 For-Profit Member. The Board of Directors shall determine the required fees for for-profit membership.
ARTICLE IV – BOARD OF DIRECTORS
Section 1 Board of Directors. The Board of Directors shall be comprised of the following: President, Vice President, Secretary, Treasurer, and one (1) Regional Representative for each NBDA Region, and two (2) Appointed Board Member.
Section 2 Executive Board.
2.1 Elected Officers. The Elected Officers of NBDA shall consist of a President, Vice President, Secretary and a Treasurer that shall be elected by ballot at the biennial NBDA national conference. NBDA shall have such assistant officers as the Board of Directors may deem necessary, and such officers shall have the authority prescribed by the Board.
2.2 Qualifications. No person shall be eligible to serve on the NBDA Executive Board that has not been a member in good standing of NBDA for two consecutive years immediately preceding the election. One person may not hold any office for a local chapter. The President and Vice President must be Black and deaf or hard of hearing.
Section 3 Elected Regional Board Member. Regional Board Members shall be elected by ballot by voting members at their respective region’s biennial regional conference.
3.1 Qualifications. No person shall be eligible to hold office that have not been an individual member in good standing of both NBDA and his/her Chapter for two consecutive years immediately preceding the election.
3.2.1 Eastern Region. District of Columbia Area, Philadelphia, New York City, Rochester, New Jersey, Boston, Delaware, and Northern Virginia.
3.2.2 Midwestern Region. Cleveland, Chicagoland, Detroit, Indiana, Columbus, Dayton, and St. Paul/Minneapolis, and Kentucky.
3.2.3 Southern Region. Atlanta, Nashville, Memphis, South Carolina, North Carolina, Virgin Island, Jackson-Mississippi, and Alabama
3.2.4 Southwestern Region. Dallas, Houston, Little Rock, and New Orleans.
3.2.5 Western Region. Oakland, Los Angles, Seattle, and Sacramento.
Section 4 Appointed Board Member. The Board of Directors may select up to two (2) appointed Board Members for special expertise. Consideration shall be given to ensuring diversity and balance for the Board as a whole.
Section 5 Terms of Office
5.1 Elected Officers. The President, Vice President, Secretary, and Treasurer of NBDA shall be eligible to serve no more than two (2) consecutive two-year terms.
5.2 Elected Regional Board Members. Regional Board Member of NBDA shall be eligible to serve for no more than two (2) consecutive two-year terms.
5.3 Appointed Board Member. Appointed Board Member of NBDA shall be eligible to serve for no more than two (2) consecutive two year terms.
Section 6. Assumption of Office. Elected Board Members shall assume their respective duties two (2) months from the date of the adjournment of the biennial NBDA national conference.
Section 7 Meetings. The Board of Directors shall meet at least twice each year, or upon the request of two-third (2/3) of the Board of Directors or by the President upon written petition of two-third (2/3) of the Board of Directors.
Section 8 Powers. The Board of Directors shall supervise and control the business, property, and affairs of NBDA, except as otherwise expressly provide by law, the Articles of Incorporation, or the Bylaws.
Section 9 Duties of the Board of Directors.
9.1 President. The President shall:
A. Be the chief spokesperson for NBDA;
B. Chair the Board of Directors and preside over the membership meetings at the biennial national conference;
C. Appoint such committees as may be necessary;
D. Perform all duties incident to the office of the President as may be prescribed by the Board of Director; and,
E. Be ex-officio member of all committees.
9.2 Vice President. The Vice President shall:
A. Assume the duties of the President in the absence of the President or when the office of the President becomes vacant;
B. Serve as the Chairperson of the Bylaws Committee unless otherwise appointed by the President with the consent of the Board of Directors; and,
C. Perform all duties incident to the office of the Vice President as may be prescribed by the Board of Directors.
9.3 Secretary. The Secretary shall:
A. Be responsible for the minutes of the biennial national conference and meetings of the Board of Directors;
B. See that all notices of the Board and general meetings are duly given in accordance with the provisions of these Bylaws;
C. Be custodian of the correspondences, records, information and materials of NBDA;
D. Keep an update record of name and addresses of NBDA members; and,
E. Perform all duties incident to the office of the Secretary and such duties as may be assigned by the Board of Directors.
9.4 Treasurer. The Treasurer shall:
A. Be responsible for and oversee all financial administration of NBDA;
B. Maintain proper accounts and give receipts for moneys due and payable to NBDA and deposit all such moneys in the name of NBDA in appropriate bank or financial institutions;
C. Maintain and update membership list for immediate and future contact with members;
D. File timely reports with the Internal Revenue Services; and maintain NBDA incorporation status.
E. Chair the Finance Committee; and,
F. Perform all the duties incident to the office of the Treasurer and such duties as may be assigned by the Board of Directors.
9.5 Regional Board Member. Regional Board Member shall serve as liaison between the Board and active, inactive, and newly developed Chapters of NBDA within the region’s territory and work with the Board of Director as a whole.
9.6 Appointed Board Member. Appointed Board Member selected for specific areas of expertise shall provide support to and work with the Board of Directors as a whole.
Section 10 Executive Session. The Board of Directors shall convene an executive session when circumstances warrant, i.e., when discussing matters of sensitive or litigious nature.
Section 11 Leadership Position. No Officer, Regional Representative or Board Member shall serve in a local or regional leadership position unless approved by the full board of directors.
Section 12 Resignation. Any Director may resign at any time by submission of written notice to the President of NBDA. Such resignation shall take effect at the time specified therein, or, if no time is specified, at the time of acceptance thereof as determined by the President of NBDA.
Section 13 Impeachment. Elected or appointed Board members may be removed after due process hearing for failure to carry out their duties or for good and sufficient reason by a two-third (2/3) vote of the Board of Directors.
Section 14 Conflict of Interest. No member with a personal or financial interest of a material nature in the affairs of NBDA shall be eligible to serve on the Board of Directors of NBDA.
Section 15 Compensation. Members of the Board of Directors shall serve without compensation except for standard expense reimbursement for costs incurred in discharge of duties.
Section 16 Indemnification. Unless otherwise provided by law, NBDA may indemnify any Director or Officer against any and all expenses and liabilities incurred by him or her in connection with any claim, action, suit, or proceeding to which he or she is made a party by reason of being a Director or Officer of NBDA. However, there shall be no indemnification in relation to matters as to which he or she shall be adjudged to be guilty of a criminal offense or liable to NBDA for damages arising out of his or her own gross negligence in the performance of a duty to NBDA.
ARTICLE V – MEETING
Section 1 Classification. The meetings shall consist of annual membership meeting and Board meeting.
1.1 Biennial Membership Meeting. NBDA membership shall meet biennially at the biennial national conference site.
1.1.1 Conference Site. The Board of Directors shall govern the site selection process. Such sites shall rotate among the established geographical regions.
1.1.2 Call to Conference. The President of the Board shall issue an official call to the biennial conference six (6) months in advance.
1.2 Board Meeting. The Board of Directors shall meet at least twice each year.
1.2.1 Conference Meeting. A regular meeting of the Board of directors shall be held during the biennial national conference.
1.2.2 Mid-Term Meeting. A regular meeting of the Board of Directors shall be held in the Spring at the site of the biennial national conference.
1.2.3 Special Meeting. Special meetings of the Board of Directors may be called upon the request of two third (2/3) of the Board of Directors or by the President upon written petition of two-third (2/3) of the Board of Directors, to be held at such time, day, and place as shall be determined in the notice of the meeting.
Section 2 Quorum.
2.1 Membership Meeting. Fifty (50) individual members in good standing presented shall constitute a quorum.
2.2 Board Meeting. Two-third (2/3) of the members of the Board of Directors shall constitute a quorum for regular and special Board meetings.
ARTICLE VI – COMMITTEES
Section 1 Standing Committees. The standing committees of NBDA shall be the Bylaws, Finance, Nominating, Pageant, Youth Empowerment Summit, Senior Citizen, Parent Support Network, Minority Interpreter, and Public Relations Committees. The President shall appoint the chair of each standing committee.
Section 2 Other Committees. The Board of Director may create other committees, including Ad Hoc and Special Committees, as needed, with the chair of each to be appointed by the President. The Board of Director shall have the power to dissolve any special committee after it has serve its purpose.
Section 3 Qualifications. No person that is not a NBDA member in good standing shall be eligible to serve on a NBDA Committee.
Section 4 Power. Committees shall have the power and duties designated by the Board of Directors, and shall give advice and make nonbinding recommendations to the Board.
Section 5 Terms of Office. Each member of a committee shall serve for two (2) years until the Biennial NBDA national conference, and until a successor is appointed, unless the committee is sooner dissolved.
ARTICLE VII – PARLIMENTARY AUTHORITY
Section 1 Robert Rules of Order. All matters not covered by these bylaws shall be governed by the current edition of Robert’s Rules of Order, Newly Revised.
ARTICLE VIII – AMENDMENTS
Section 1 Amendments. These Bylaws may be amended upon affirmative vote of two-third (2/3) of the voting members at the biennial NBDA national conference provided that the amendments are submitted to the Bylaw Committee sixty (60) days prior to the conference, and that copies of proposed Amendments are sent to the Chapter Representatives thirty (30) days prior to the start of the NBDA biennial national conference, and that Amendments are read during the conference and acted upon immediately thereafter.
Section 2 Suspension. Provisions of these Bylaws may be suspended in unforeseen and urgent circumstances by 2/3 vote of the voting members present and voting.
ARTICLE IX – DISSOLUTION
Section 1. Assets and Liabilities. In the event of dissolution of NBDA, after payment of all of existing NBDA debts and liabilities, remaining assets shall be distributed to 501(c)(3) organizations with objectives that are similar to those of NBDA.