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By-laws

The by-laws of The Arc Oregon, state chapter of The Arc United States:


ARTICLE I: NAME

SECTION 1: Corporate Name

The name of this Corporation shall be The Arc of Oregon, hereinafter referred to as the Corporation.

SECTION 2: Principal Office

The principal office of the Corporation shall be at such place as the Board of Directors shall determine.

ARTICLE II: PURPOSE

SECTION 1: Purposes

The purposes of this Corporation are as follows:

(1) To promote the general welfare of persons with mental retardation and other related developmental disabilities of all ages;

(2) To further the advancement of all ameliorative and preventive study, research and therapy in the field of mental retardation and other related developmental disabilities;

(3) To foster a better understanding of the condition of mental retardation by the public and to cooperate with public, private and religious agencies, international, federal, state and local departments of education, health and related agencies and institutions;

(4) To enhance the training and education of individuals who work in the field of mental retardation and other related developmental disabilities;

(5) To encourage, promote and assist local chapters, to advise and support families and friends, and to coordinate and strengthen efforts and activities in these groups;

(6) To not directly or indirectly, participate or intervene in any way, including the publishing and distributing of statements in any political campaign on behalf of, or in opposition to, any candidate for public office;

(7) To serve as a clearinghouse for information regarding mental retardation and other related developmental disabilities;

(8) To foster the development of inclusive programs for persons with mental retardation and other related developmental disabilities;

(9) To improve services and programs for persons with mental retardation and other related developmental disabilities;

(10) To solicit raise and receive funds by such activities as Bingo, special events and direct mail appeals for the accomplishment of the above purposes, and

(11) To cooperate with and assist The Arc of the United States.

SECTION 2: Legal Status and Characterization

The Corporation shall, in addition, engage in any lawful activity for which Corporations may be organized under the Oregon Non-Profit Corporation Law, but limited only to the activities permitted a public benefit organization with the provisions of Internal Revenue Code, Section 501 (c) (3).

ARTICLE III: MEMBERSHIP

SECTION 1: Individual Members

Individual members of a local chapter that is in compliance with membership standards of the Corporation, are automatically members of this Corporation and The Arc of the United States, hereinafter referred to as The Arc.

SECTION 2: Voting Membership

Voting membership is limited to local member chapters in good standing, whose membership in this Corporation has been approved by the Board of Directors, hereinafter referred to as the Board.

SECTION 3: Local Chapter

A local chapter is defined as a nonprofit corporation of at least ten (10) active members, located in the State of Oregon , and serving a defined geographic area, preferably a county. When a chapter serves an area other than a county, the application will describe in detail the area which the local chapter proposes to serve. Not more than one local chapter shall be permitted to serve the same geographic area, except with the approval of the Board.

SECTION 4: Non-geographic Affiliate

A non-geographic affiliate is defined as an organization of at least ten (10) members which serves an area and/or population other than a defined geographic area. The affiliate must make application to the Corporation Board to be identified as a non-geographic affiliate and describe in detail the area and/or population which they will serve. Non-geographic affiliates shall follow all rules pertaining to local chapters and local chapter members except that of having voting privileges at the Annual Meeting.

SECTION 5: Local Chapter Establishment

To become a chapter of the Corporation, the officers of the local organization shall:

1) Make written application to the Secretary of this Corporation, signed by the President and Secretary of the local organization, stating that at a regular or special meeting of the membership, or of the governing body, at least three-fourths (3/4) of those voting voted in favor of application for membership as a local chapter in the Corporation.

2) Meet the minimum standards for admission as required by The Arc and this Corporation.

3) Submit a copy of the Articles of Incorporation and the bylaws of the local organization. The objective and purposes shall be substantially in accord with those of this Corporation as stated in Article II of the Corporation' s Articles of Incorporation.

Upon receipt of an application for chapter status, a notice of the application shall be sent to each local chapter within two (2) weeks. The application shall also be submitted to the Membership Committee to determine whether the applicant meets the required minimum standards. If any existing local chapter objects to admission, that chapter shall submit its objections to the Membership Committee within sixty (60) days of receipt of notice of the application. Upon recommendation of the Membership Committee and if the requirements for membership are met, a local organization shall be elected to membership as a local chapter by the Board.

SECTION 6: Member-at-large

Individuals residing in the State of Oregon , living in an area not served by an organized local chapter may join this Corporation as a member-at-large by making application to the Board and paying the annual dues. Members-at-large shall be entitled to all rights and privileges of membership except that of having voting privileges at the Annual Meeting unless the member-at-large is an Officer or Director of the Corporation.

SECTION 7: Honorary or Life Membership

Honorary Membership or Life Membership may be granted to any person who has made an outstanding contribution to the welfare of persons with mental retardation or other developmental disabilities in the state. Such membership shall be awarded at the Annual Meeting by the majority vote of the voting delegates in attendance. Such members shall not pay dues nor have a vote, nor be eligible to hold office on the basis of such membership.

SECTION 8: Local Chapter Suspension

Any local chapter may be suspended or expelled from this Corporation on the affirmative vote of two-thirds (2/3) of the Corporation's Board. A recommendation by the Corporation's Membership Committee is necessary to initiate an action to suspend or expel a local chapter. The recommendation must be supported by written evidence that suspension or expulsion is warranted and in the Corporation's best interest. The President shall notify the affected chapter in writing, informing the affected party that an action to suspend or expel will come before the Corporation's Board, providing a summary of the evidence offered in support of the action, and specifying the time, date and place the Board will meet to consider the action and to provide an opportunity for the affected chapter to show cause why the chapter should not be suspended or expelled. This written notice will be provided to the chapter at least thirty (30) days before the date set to consider the action. A decision to expel may be appealed to the membership at its next regularly scheduled meeting or at a special meeting called for that purpose not less than five (5) days before the effective date of the expulsion. A local chapter that is suspended may apply to the Board for reinstatement as soon as the cause for the suspension has been removed. Any local chapter which has been suspended or expelled shall lose all votes to which it is otherwise entitled and the right of individuals from that local chapter to be nominated and elected or appointed as officers or directors of the Corporation.

SECTION 9: Membership Lists

Membership lists shall not be published or made available outside the Corporation except when, in the opinion of the Board, the furnishing of such lists in confidential status will be in the best interest of the Corporation.

SECTION 10: Public Representations

No member shall make representations to any public official or body or speak or act publicly in the name of the Corporation without prior approval from the President, the Executive Committee, or the Board, as the case may be.

SECTION 11: Local Chapter Disaffiliation

A local chapter may disaffiliate at any time upon delivery of written notice to the Board. All rights and privileges of a local chapter and local chapter memberships shall cease upon disaffiliation.

ARTICLE IV: DUES

SECTION 1: Local Member Dues

Members of a local chapter shall pay, as dues to the Corporation, such sums per year per member as recommended by the Board and as submitted to and approved by a majority of the voting delegates at an annual meeting or at a special meeting called for that purpose.

SECTION 2: Members-at-large Dues

Members-at-large shall pay dues in an amount recommended by the Board and as submitted and approved by a majority of the voting delegates at an annual meeting or at a special meeting called for that purpose.

SECTION 3: Failure to Remit Dues

Failure of a local chapter to remit membership dues for one (1) year shall be evidence of withdrawal from this Corporation and grounds for suspension. The chapter will be reinstated when the delinquency is brought up to date.

SECTION 4: Transmittal to The Arc

Within thirty (30) days of receipt, the Treasurer, or his/her Corporation staff representative, shall send to The Arc the member names received from each local chapter for this purpose and the names of the Members-at-large of this Corporation.

ARTICLE V: FINANCIAL SUPPORT

SECTION 1: Local Affiliation Fee

March 31, each local chapter shall pay, an annual affiliation fee for that calendar year to this Corporation, in the manner and amount determined by the voting delegates at the Annual Meeting.

SECTION 2: Corporation Affiliation Fee

This Corporation is recognized as a State Member Chapter of The Arc and shall pay a state chapter affiliation fee to The Arc. This Corporation shall be responsible for receiving the local chapter affiliation fee of local member chapters in accordance with the then current policies of The Arc, and the sending of such support payments to The Arc.

SECTION 3: Local Chapter Responsibility

Each local member chapter shall expend every effort to raise funds sufficient to support its own local member chapter, this Corporation and The Arc.

SECTION 4: Mandatory Requirements

In order to maintain membership in this Corporation, each local chapter shall comply with the following mandatory requirements in a manner and at times determined by the Board:

1) Submit appropriate reports and statements as requested.

2) Comply with membership policies and standards of this Corporation and of The Arc.

3) Pay an annual affiliation fee to this Corporation and to The Arc.

SECTION 5: Delinquent Status

A local chapter which is sixty (60) days behind in meeting any of the mandatory requirements in Article III shall be notified by the Treasurer that it is in a delinquent status. A local chapter in delinquent status shall lose two-thirds (2/3) of the votes to which it is otherwise entitled and the right of individuals from that chapter to be nominated and elected or appointed as officers and directors of the Corporation. Non-delinquent status will be restored to a delinquent local chapter immediately upon meeting the mandatory requirements.

SECTION 6: Suspension or Expulsion

A local chapter which has been in delinquent status for a period of four (4) months is subject to suspension or expulsion pursuant to the procedure set forth in Article III, Section 8. Before any action for suspension or expulsion is initiated, the Executive Committee will first make every attempt to reach agreement with the local chapter on steps to be taken to meet the mandatory requirements. If unsuccessful, the Executive Committee shall make a recommendation to the Board for further action.

ARTICLE VI: OFFICERS

SECTION 1: Composition

The officers of this Corporation shall consist of a President, a First Vice President, a Second Vice President, a Secretary and a Treasurer, who shall be elected in a manner hereinafter provided to serve for a term of two (2) years. Each officer shall, at the time of his/her election, be a member in good standing of a local member chapter or be a member-at-large. No person shall be elected to the same office after serving a two (2) year term.

SECTION 2: Duties of Officers

All officers of this Corporation shall perform the duties usually pertaining to their respective offices and the Corporation's Board of Directors may assign other such duties as necessary. Except for the Nominating Committee, the President shall appoint all committee and task force members and shall be a non-voting member of such committees and task forces.

ARTICLE VII: BOARD OF DIRECTORS

SECTION 1: Composition

The Board shall be composed of the officers of this Corporation, the immediate Past President of this Corporation, nine (9)Directors elected by the delegates at an annual convention, with the consent of the Board, up to four (4) Directors-at-large appointed by the President, and a representative of the Executive Directors' Council. A minimum of 50% of the Board of Directors shall be persons with mental retardation or other developmental disabilities, or family members.

SECTION 2: Term of Office

The term of office of the Directors shall be three (3) years. No Director may serve more than two (2) consecutive terms. The term of office of the Directors-at-large shall be concurrent with the term of the President. Directors shall, at the time of their election, and Directors-at Large shall, at the time of their appointment, be members in good standing of a local member chapter or be a member-at-large.

SECTION 3: Compensation

No compensation shall be paid to any Officer or Director for any services rendered to the Corporation. No paid employee of the Corporation or of any chapters of the Corporation shall hold any elective office in the Corporation with the exception of the representative of the Executive Directors' Council of the Arc of Oregon, who may serve as a voting member of the Corporation's Board of Directors, but may not hold any other elective office. The representative of the Executive Directors' Council shall not be a Corporation employee.

SECTION 4: Commencement Date

The newly elected officers and directors shall take office on July 1 following the annual meeting of the Corporation. The Directors-at-large shall take office immediately following their appointment.

SECTION 5: Powers of Board

The Board of Directors is the governing body and shall have all powers of the Corporation, except as otherwise stated herein.

SECTION 6: Review of Board Actions

Any action of the Board may be reviewed at the succeeding annual meeting of the Corporation or at a special meeting called for the purpose on written request of any three (3) local chapters, lodged with the Secretary at least six (6) weeks before the meeting. Such action may be altered or rescinded by a two-thirds (2/3) affirmative vote, provided no irrevocable rights of third parties shall be affected by the rescission or alteration. The President shall present a report of the Board's transactions at the annual meeting.

SECTION 7: Declaring a Vacancy

The Board may declare vacant the office of any director or officer who shall move from the state of Oregon, who shall be absent from three (3) consecutive meetings of the Board without good cause or prior approval of the President, or who becomes incapacitated or otherwise fails to carry out the responsibilities of the position.

SECTION 8: Filling Vacancies

The First Vice President shall succeed to the presidency in case of a vacancy in that office. The Second Vice President shall succeed to the Office of First Vice President in case of a vacancy in that office. In the absence of the President and the First Vice President, the Second Vice President shall assume the duties normally incumbent on the President. In the event the President and the First Vice President are both unable to serve, the Second Vice President shall succeed to the presidency until a successor is elected.

If there is a vacancy in the position of Immediate Past President, the past president immediately prior to the current Immediate Past President shall be appointed to the position. If that individual is unable to serve, then the next prior past president shall be appointed. If that individual is unable to serve the position will remain vacant and the position will not count in quorum determinations.

If any officer, with the exception of the President or First-Vice President, or any director vacates his/her office before the term expires, the Board shall appoint a successor to serve until the next annual meeting. Time served in an appointed officer or director position shall not be subject to term limit provisions.

SECTION 9: Meetings of the Board

The Board shall meet between meetings of the Corporation and at such other times as the Board may find necessary to properly transact the business of the Corporation. Meetings of the Board may be called by the President, any three Directors, or by any three local member chapters. Notices of all Board meetings shall be sent to Board members and local member chapters at least one week in advance. Notices of any special meetings shall be sent to Board members and local member chapters at least one week in advance.

When a decision by the Board is needed at once and it is not practical to call a meeting of the Board, the President may take a ballot of the Board members by mail, e-mail, fax, or by telephone with immediate confirmation by mail. Replies must be received from three-fourths (3/4) of the Board members. Four-fifths (4/5) of those replying must vote in the affirmative for the proposal to carry.

SECTION 10: Quorum

A quorum of the Board requires a majority of the Board to be present. Vacant positions on the Board including that of the representative of the Executive Directors' Council must be counted to determine the total Board complement for purposes of determining a majority. A proxy cannot be used to meet the requirement of a quorum. Directors-at- Large positions do not count in the quorum determination.

SECTION 11: Designation of a Proxy

In instances whereby members of the Board are unable to attend a meeting, they may elect to vote on items by proxy by designating the name of another member to speak and vote for them. The proxy must either be given by telephone to the President or designee or mailed to the Corporation office in advance of the meeting, or carried by the person exercising the proxy.

ARTICLE VIII: EXECUTIVE COMMITTEE

SECTION 1: Composition

The Executive Committee shall be composed of the officers, the Immediate Past President of the Corporation, and a representative elected by the Board from the Board. Such representative shall be elected by the Board at the first Board meeting of the new fiscal year.

SECTION 2: Powers of Executive Committee

The Executive Committee shall exercise all powers of the Board between meetings of the Board. All proceedings of the Executive Committee shall be reported to the Board at its next regular meeting and shall be subject to revision or alteration by the Board by a two-thirds (2/3) vote, providing no irrevocable rights of third parties shall be affected by such revision or alteration.

SECTION 3: Meetings

The Executive Committee may meet between meetings of the Board and at such other times as the Committee may find it necessary to transact the business of the Corporation. A meeting of the Executive Committee may be called by the President or by any two (2) officers. Members shall be notified at least one (1) week in advance if notified by mail or at least two (2) days in advance if notified by telephone, fax, or e-mail.

At least sixty (60) percent of the Executive Committee shall be present in person to constitute a quorum.

ARTICLE IX: EXECUTIVE DIRECTOR

SECTION 1: Appointment

The Board shall, as finances permit, employ an Executive Director, establish the duties of the position, and fix the salary.

SECTION 2: Responsibilities

The Executive Director shall be the administrative head of the Association, serving at all times under the direction of the Board through the President. The Executive Director shall be responsible for implementing and executing policies, programs and activities approved by the officers, directors and committees of the Corporation; assist in developing goals and objectives and recommend policies, programs and activities for the consideration of the Board and the Executive Committee. The Executive Director shall work with the officers, the Board, the Executive Committee and other Corporation committees, local chapters and the members to make full use of the energies and proficiencies of the membership in strengthening the Corporation and carrying out its objectives.

SECTION 3: Meetings

The Executive Director shall attend all regular and special meetings of the Board when at all possible. Minutes of such meetings shall be kept and distributed promptly thereafter to all Board members and member chapters. The Executive Director shall endeavor to attend committee meetings.

SECTION 4: Reports

The Executive Director will give either verbal or written reports at all regular Board meetings. In addition, a written report will be required for the Annual Meeting.

SECTION 5: Personnel

The Executive Director shall have the authority, subject to the rules and regulations of the Board, to employ, terminate, fix duties and salaries, and establish office criteria of other employees of the Corporation.

SECTION 6: Representative of Corporation

The Executive Director is authorized to speak for the Corporation, but not beyond such limits as may be established by the Board.

SECTION 7: Contractual Agreements

The Executive Director shall not enter contractual agreements without authorization from the Board.

ARTICLE X: MEETINGS OF THE CORPORATION

SECTION 1: Annual Meeting

The Annual Meeting of the Corporation, also known as the Convention Meeting, shall be held during the spring of each year at an exact time to be determined by the Board. In addition, a Semi Annual Meeting of the Corporation may be held in the fall of each year at an exact time and place to be determined by the Board. The place of the Annual Meeting shall be selected by the Board.

SECTION 2: Special Meetings

Special meetings of the Corporation may be called as follows:

a. Upon a two-thirds (2/3) affirmative vote of the Board, or

b. Upon the written request of three local member chapters.

The call for the special meeting shall state the business to be transacted. No other business may be transacted at this meeting.

SECTION 3: Meeting Notification

Written notice of all meetings of the Corporation, other than regular Board Meetings, must be given to the local member chapters at least six (6) weeks in advance.

SECTION 4: Delegate Votes

Each local chapter may assign any number of members to the annual meeting or to any special meeting of this Corporation. However, for the purpose of voting, each local chapter shall be entitled to one (1) vote for the chapter President, one (1) vote for the first ten (10) members plus one (1) vote for each twenty-five (25) members or fraction thereof according to membership records on file with the Corporation's state office as of December 31 of the prior year, provided that in no event can any one local chapter have more than forty-nine percent of the total votes.

SECTION 5: Delegate Accreditation

Each voting delegate shall be accredited by the Secretary of this Corporation on a form provided for this purpose and signed by the President and Secretary of the local member chapter.

The form with the name of the voting delegate and his/her alternate shall be returned to the Secretary of this Corporation no later than ten (10) days prior to the Annual or Semi-Annual Meeting. Accredited voting delegates shall be identified by special badges at the meeting and shall be provided with appropriate materials for voting.

SECTION 6: Delegation of Votes

Any local member chapter may delegate one or more of its votes to any accredited voting delegate or alternate of the local member chapter or of another local member chapter or to any member of the Board of the Corporation by entering their names on the certification form and returning the signed form in accordance with Section 5 of this Article.

SECTION 7: Board of Director Votes

Each member of the Board of Directors shall have one (1) vote at meetings of the Corporation.

SECTION 8: Delegate Membership

Each voting delegate and alternate shall be a member in good standing of a local member chapter.

SECTION 9: Accrediting Deadline

The accrediting of voting delegates by the Secretary shall cease one (1) hour before the scheduled opening of the business session of the meeting. In special circumstances, accrediting may occur during the business session with the consent of the delegate body.

SECTION 10: New Local Chapters

Any local member chapter in good standing admitted to the Corporation more than thirty (30) days prior to a meeting of the Corporation shall have the same rights as other local member chapters at that meeting and subsequent meetings of the Corporation. Voting strength until the next December 31 shall be based on the Treasurer's record of members for whom dues were paid at the time the local member chapter was accepted.

SECTION 11: Quorum

A quorum at the meeting of the Corporation shall require a majority of the member chapters to be represented. In addition, a majority of all qualified voting representatives must be present or represented by a proxy.

ARTICLE XI: NOMINATIONS AND ELECTIONS

SECTION 1: Composition

The Nominating Committee shall consist of five (5) members, at least two (2) of whom shall not be current members of the Board of Directors. The five must be members of local chapters and shall be selected in the following manner to serve until the next annual meeting. Three (3) members shall be elected at the annual meeting. The remaining two (2) members, one of whom shall be the Immediate Past President if available to serve, shall be elected by the Board at its first regular meeting following the annual meeting. The Immediate Past President shall be the chairperson of the Nominating Committee. In the event that the Immediate Past President is unwilling or unable to serve as chairperson, the Executive Committee shall select one of the other members to serve as chairperson. Any member who is unable to serve shall notify the President, who shall then appoint a successor, subject to Board approval.

SECTION 2: Slate Development

The Nominating Committee shall select a slate of one (1) or more eligible persons for each Officer and Director position and three (3) or more eligible persons to serve on the Nominating Committee. The Nominating Committee shall secure from each nominee a written statement to the effect that the nominee will serve if elected. It shall submit its slate of nominees to the Secretary at least 45 days prior to the Annual Meeting. The Secretary shall include this slate in the call for the Annual Meeting.

SECTION 3: Slate Presented

The election shall be held at the business session of the Annual Meeting. The report of the Nominating Committee shall be read by its Chairperson, or in his/her absence by the Secretary.

SECTION 4: Nominations from Floor

The President shall invite nominations from the floor for each vacant position. Each person nominated from the floor must be eligible and must signify his/her willingness to serve if elected. If the person nominated from the floor is not present, he/she must have indicated in writing his/her willingness to serve if elected.

SECTION 5: Secret Ballot

Voting shall be by secret ballot for any position for which there is more than one (1) candidate.

SECTION 6: Conduct of Election

The Chairperson of the Nominating Committee shall serve as head teller and the President shall appoint two (2) other tellers to serve with the head teller. The teller shall count the votes and give the count to the President, who shall announce the count before the end of the business session. To be elected, a candidate must receive a majority of the votes cast for that person except that in electing members of the Nominating Committee, the three (3) candidates receiving the largest number of votes shall be declared elected. In case a candidate for a position other than on the Nominating Committee does not receive a majority of the votes cast, a vote shall be taken on the two candidates receiving the highest number of votes.

SECTION 7: Commencement of elected positions.

Officers and directors shall take office on July 1 following the annual meeting election of officers and directors.

ARTICLE XII: FISCAL MATTERS

SECTION 1: Fiscal Year

The fiscal year shall be from July 1 to June 30, unless changed by the Board.

SECTION 2: Local Chapter Status

The financial and legal matters of local chapters shall be entirely separate from those of this Corporation unless they arise from a contractual or other legal arrangements with this Corporation.

SECTION 3: Audit

The Board or Executive Committee may authorize an audit of the Corporation's records at any time.

ARTICLE XIII: RELATIONS WITH LOCAL MEMBER CHAPTERS

SECTION 1: Local Chapter Organization

This Corporation shall endeavor to organize local chapters throughout the state with the goal of having an active local chapter in each county of the state except that local chapters may be organized to serve some other geographic area when this is more practical.

SECTION 2: Corporation Functions

This Corporation shall encourage, assist and guide local chapters in developing and implementing programs for the benefit of all persons with mental retardation and other developmental disabilities. This Corporation will strive to carry out those functions that are best handled on a statewide basis and will not interfere with local matters or internal operations of any local chapter unless the chapter fails to maintain the standards of this Corporation or of The Arc. This Corporation shall endeavor to maintain in its operations and in the operations of its local chapters such standards and policies as may be promulgated by The Arc.

SECTION 3: Chapter Relationships

This Corporation shall make every effort to develop, promote and maintain harmonious relations between local chapters and to ensure the same between the Corporation and its local chapters. This Corporation may serve as a mediator between local chapters upon the request of a local chapter.

SECTION 4: Chapter Article of Incorporation and By-laws

No local chapter shall amend its Articles of Incorporation, constitution or by-laws to conflict with those of this Corporation or of The Arc.

SECTION 5: Local Chapter Positions

This Corporation shall serve as the statewide spokesperson for local chapters before state and federal agencies, but local chapters may be called upon to state their views and are always free to present their individual chapter views even though those views may be at variance with those of this Corporation or with The Arc, so long as it is noted that the viewpoint expressed is that of the individual chapter.

ARTICLE XIV: COMMITTEES

SECTION 1: Appointments

The President, with the advice of the Board, shall appoint all committee chairpersons and members with the exception of the Nominating Committee. The terms of service for committees shall be one year, subject to reappointment.

Each committee shall serve from July I following the Annual Meeting until the next calendar June 30.

SECTION 2: Standing Committees

The Board of Directors shall designate those standing committees required to carry out the continuing functions of the Corporation. The Board may establish standing committees from time to time, but the functions of standing committees must include: membership; resource development; governmental affairs; finance; chapter and member services. In addition, there shall be a Special Needs Trust Committee and a GAPS (Guardianship, Advocacy and Planning Services) Committee to oversee these programs of the Corporation.

SECTION 3: Special Committees

The President, with the advice of the Board, may appoint special committees as may be desirable to facilitate the work of the Corporation. The President, with the advice of the Board shall define the duties of each special committee and fix the duration of its activities.

SECTION 4: Voting Committee Members

All voting committee members shall, at the time of their appointment, be members in good standing of a local member chapter in good standing, Honorary or Life Members or Members-At-Large of this Corporation. However, the President may appoint other persons, such as educational and professional leaders, to serve with the committee in an advisory or consulting capacity.

SECTION 5: Committee Liaison

Each committee, as appropriate, shall maintain liaison with its counterpart in the local member chapters and in The Arc. Conflicts of jurisdiction among committees shall be decided by the Board.

SECTION 6: Reports to Board

Each committee shall report to the Board through its Chairperson.

SECTION 7: Duties of Standing Committees

The President, with the advice of the Board, shall determine the duties and objectives of the standing committees.

SECTION 8: Discharge of Committee Membership

The President may discharge any committee chairperson or member who fails to carry out the responsibilities of the position. The Board may, by a three-fourths (3/4) affirmative vote, discharge any committee chairperson who fails to carry out the responsibilities assigned to that committee.

SECTION 9: Conflict Resolution

The President shall decide any conflict of jurisdiction among committees.

ARTICLE XV: PARLIAMENTARY RULES

SECTION 1: Robert's Rules

An up-to-date edition of Robert's Rules of Order, Revised shall govern the conduct of the business at meetings of the Corporation and the Board in all cases in which they are applicable and not in conflict with the Constitution and Bylaws.

SECTION 2: Parliamentarian

At the Annual Convention Meeting and, if deemed appropriate, at any special meeting of the Corporation, the President shall appoint a qualified individual to act as Parliamentarian during the business sessions of the Corporation. The Parliamentarian's official rulings shall be binding upon the Corporation when rendered.

ARTICLE XVI: AMENDMENTS

These Bylaws may be amended by a two-thirds (2/3) vote of the voting delegates at an Annual meeting. The proposed amendments shall have been presented, in writing, to each Board Member and to each local chapter at least six (6) weeks prior to the meeting at which they are to be voted upon.

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