DBMAT

DBMAT BY-LAWS

ARTICLE I -- NAME

The name of this organization should be The Deaf-Blind Multihandicapped Association of Texas.

ARTICLE II — PURPOSE

The purpose of the organization is to promote the general welfare of persons who are deaf-blind by:

A. Supporting the establishment of educational, rehabilitation, vocational and appropriate living opportunities.

B. Insuring that all individuals who are deaf-blind multihandicapped shall be afforded an opportunity to participate in such quality of life options regardless of race, creed, financial status or geographical area in the State of Texas.

C. Offering assistance to parents on a local level who wish to establish parent groups for the purpose of supporting quality of life options.

D. Promoting parent education and understanding of their children's disabilities and abilities through participation in and observation of such quality of life options.

E. Informing and educating the general public as to the special needs of persons who are deaf-blind multihandicapped.

F. Serving as a source of information on this unique handicapping condition.

G. Soliciting contributions from all sources and in connection therewith to qualify and remain qualified as a tax-exempt charitable organization under the Internal Revenue Code.

Conducting its affairs so as to comply with the provisions of Article 2.27 of the Texas Non-Profit Corporation Act.

ARTICLE III — MEMBERSHIP

Section 1. Regular Members

Any person who is deaf-blind multihandicapped, the parent, the guardian, or the adult sibling of a person who is deaf-blind multihandicapped shall be eligible for regular membership in the corporation.

Section 2. Associate Members

Recognizing that the association needs the support of others who would not be eligible as regular members, the title of associate member shall be accorded to those individuals involved by reasons of special training.

Section 3. Prerogatives

Regular and associate members shall enjoy the same rights and privileges. Each shall be entitled to vote on all questions before the membership and to vote in the election of officers. Both regular and associate members shall be eligible for election to office.

Section 4. Contributing Sponsors

Contributing sponsors are those involved by reason of monetary or other gifts of value to the organization.

Section 5. Admission to Membership

Dues will be set by the board.

Section 6. Removal

Any member may be removed from membership at any time by a two-thirds (2/3) majority vote of the board and shall be given at least thirty (30) days written notice from the Secretary, by registered mail, of the proposed removal and the reasons for it before removal action is taken by the board. The member may, within twenty-five (25) days after such notice, present to the Secretary a statement in opposition to the proposed action. The board shall then determine the final disposition of the case, after consideration of all evidence, within the next thirty (30) days.

ARTICLE IV — MEETING OF MEMBERS

Section 1. Annual Meeting

A. An annual meeting shall be held. The purpose of the annual meeting shall be for the election of officers, presentation of an annual report by the President and Executive Director, submittal of a financial statement by the Treasurer and such other business as may come before the membership.

B. All members will be expected to attend the annual meeting and to maintain a fair share of the work involved in carrying out the purpose of the organization throughout the Interim.

Section 2. Notice of Meetings

A. Written notice of the time and place of all regular meetings shall be distributed to all members. Such notice shall be served upon members in person, or by mail, not less than two weeks prior to meeting.

Section 3. Quorum

A. A quorum shall consist of two-thirds (2/3) of all members of the association present and entitled to vote at such meeting.

Section 4. Voting

A. Except as otherwise provided by law or these by-laws a majority vote at a meeting duly called and at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly be before the members. A voting member shall cast his/her vote only in person. Voting by proxy shall not be allowed.

Section 5. Authority

A. Except where inconsistent with these by-laws, or the laws of the State of Texas, a standard parliamentary procedure shall govern the conduct of the meeting of the members.

ARTICLE V — BOARD MEMBERS

Section 1.Officers

A. The officers of the association shall be a President, a Vice-President a Secretary and a Treasurer, all of whom shall be elected for a term of two (2) years or until their successors are qualified and elected. No person may hold more than one of the foregoing offices at the same time.

Section 2. President

The President of the association shall preside at all meetings of the membership and the board. S/He shall have general responsibility for the activities of the association, and the powers and duties usually associated with the office of President and shall have such other powers and perform such other duties as may be described by the by-laws. S/He shall be a member of all committees, except the nominating committee, and exercise general supervision over their work in order to assure the most effective operation of the organization. S/He shall with the advice and consent of the board, appoint the nominating committee. The President shall be empowered to conduct such official business, as may be necessary by mail, and/or telephone.

Section 3. Vice-President

The Vice-President shall assist the President in the performance of his/her duties and shall assume such other duties as are assigned by the President and approved by the board. In the absence of the President, s/he shall assume the duties of the president, and shall preside at meetings of the members and of the board. In the event that the President is unable to serve, s/he shall succeed to the officeof the President for the remainder of the President’s term. Should the Vice-President decline succession, the board should elect a successor pursuant to Article IV, Section 7, Paragraph C.

Section 4. Secretary

The Secretary shall keep an accurate record of the proceedings of all meetings of the members and of the board. S/He shall be the custodian of all books and records of the organization except those specifically assigned to others. S/He shall maintain an accurate and up-to-date membership list.

Section 5. Treasurer

The Treasurer shall:

(a) Receive all revenues of the association, deposit same in the name of the association in a bank approved by the board, and issue the necessary receipts.

(b) Disburse funds by check or in such manner as the board may authorize.

(c) Keep regular and accurate accounts of all funds.

(d) Maintain an accurate roster of paid membership and keep the Secretary advised thereof.

(e) At the discretion of the board, be bonded in such sum as the board may determine necessary.

(f) Present an accounting of the organization’s finances at the annual meeting.

(g) Submit such other financial reports at such times as the board may require.

(h) Serve as chairman of the finance committee.

Section 6. Members At Large

Members at Large shall be members of the association, elected by members of the association, whose duties shall be directed by the president.

Section 7. Vacancies

A. A vacancy in any office may exist for the following reasons;

(a) Death.

(b) Resignation in writing.

(c) Loss of membership status.

(d) Physical inability to perform the duties of the office.

(f) Removal from office for cause.

B. The board may, by two-thirds (2/3) majority, vote vacant any office for cause or determine that the incumbent is physically incapable of performing the duties of such office, The officer(s) affected shall be given thirty (30) days written notice by registered mail of any such proposed action of the board. The officer shall have the right to respond to such notice for board consideration within thirty (30) days after such notice.

C. In the event an elected board member dies, resigns in writing, loses membership, becomes physically unable to carry on his/her duties, or is removed for any cause, the board shall, by majority vote, select a successor to serve until the next Annual Meeting, at which time a board member shall be elected by the general membership to fill the post in the normal manner.

Section 8. Composition

The board of the association shall consist of at least seven (7) members who serve two (2) year staggered terms. The board shall be the officers of the association, the immediate past President for a term of one (1) year, and sufficient members at large to complete the board. The President, Treasurer and one (1) member at large shall be elected to office in odd-numbered years. The Vice-President, Secretary and one (1) member at large shall be elected to office in even-numbered years. A member at large shall be elected to serve the vacated past President's slot for either a one (1) or a two (2) year term as needed, At all times, fifty one percent (51 %) of the board must consist of regular members. (See Article III, Section 1.)

Section 9. Powers

The board shall be the governing body of the association. The board shall have the lawful powers necessary to carry out the purposes of, and to conduct the business of the association. The board shall have no power to amend the Articles of Incorporation, except at the direction of the members of the association, pursuant to Article IX Amendments of these by-laws. The board shall have no power to amend the by-laws of the association.

Section 10. Meetings

The board shall meet in conjunction with scheduled general membership meetings. Other meetings of the board may be called by the President on his/her own initiative. A meeting requested in writing by three (3) members of the board stating the reasons and purposes thereof, must be called.

Section 11. Quorum

A majority of the board present and voting shall constitute a quorum.

Section 12. Voting

Except as otherwise provided in these by-laws, all actions of the board shall be taken by majority vote of a quorum of board members. The board may vote on any proposal by mail and/or telephone.

ARTICLE VI — NOMINATIONS AND ELECTIONS

Section 1. Nominations

A nominating committee, composed of three (3) members, two of whom shall be members of the board, shall be appointed annually by the President with the advice and approval of a majority of the board at least thirty (30) days prior to the annual meeting. This committee shall propose nominees for all offices which shall become vacated. Any member of the committee may be proposed as a nominee. Written notice of the nominations proposed by the nominating committee shall be given by the Secretary, in person or by mail, to all members of the association, preferably concurrently with the notice of the annual meeting, but in any event no later than fourteen (14) days prior to the annual meeting. Nominations from the floor shall be permitted with respect to any office to be voted on at the meeting, provided the consent of the person nominated has been secured.

Section 2. Elections

Elections for the filling of vacant offices shall take place at the annual meeting of the association, except as otherwise provided by the by-laws. A majority vote of the members present and voting shall be required to elect all board members. In the event no candidate in an election receives a majority vote, the balloting for such office or offices shall continue until one candidate receives such majority. Board members shall assume their offices at the conclusion of the annual meeting and shall serve until their successors are elected and have been qualified.

ARTICLE VII — COMMITTEES

Section 1. Committees

The President may from time to time appoint committees other than the nominating committee whose duties shall be fully outlined by her/him. These committees shall consist of the President, one (1) other member of the board and others as may be necessary.

Section 2. Committee Chairperson

The chair of each committee shall keep the board advised of its activities and render progress reports at the request of the President.

ARTICLE VIII — ADVISORY BOARDS AND CONSULTANTS

The board may, at its discretion, authorize the appointment of special advisory boards and consultants for either general or specific purpose. Appointments of such consultants and advisory board members shall be made by the President, with the advice and consent of the elected board. Advisory board members shall not serve for more then two years; they can, however, be re-appointed after a two year period.

ARTICLE IX — EXECUTIVE DIRECTOR

Upon the organization's ability to financially employ an Executive Director, this position will be filled by a member of the association. The board shall establish the duties and fix the salary of the Executive Director who shall be employed under contractual agreement. The Executive Director shall be responsible for implementing the policies of the association as directed by the President with the advice and consent of the elected board.

ARTICLE X — ADMINISTRATION

Section 1. Compensation of Officers and Board Members

Officers and board members shall not receive any salary for serving in the capacity of officers and board members.

Section 2. Fiscal Year

The fiscal year of the association shall commence the first (lst) day of October of each year and end on the thirtieth (30th) day of September of the following year.

ARTICLE XI — CONFLICT OF INTEREST

Every board member has a duty of loyalty to, and must act in the interests of DBMAT. A conflict of interest is a situation that exists when a board member's loyalty may be divided between DBMAT and a second person or organization. No one should be faulted merely because a conflict of interest situation exists. A problem arises only when someone takes action related to the conflict. A person in a conflict of interest situation may act appropriately by respecting his/her duty of loyalty, or may act inappropriately by violating it. It is the action - the behavior - that is or is not appropriate.

Board members have an obligation and responsibility to disclose any conflict or potential conflict of interest on any issue promptly as such conflict arises, to abstain from participation in final deliberations and decisions concerning that issue, and to abstain from public comment upon that issue.

ARTICLE XII — AMENDMENTS

A. A proposal to alter, amend, repeal or adopt any by-law or provision of the Articles of Incorporation may be made by the board through a majority vote, or by any twelve (12) members of the association jointly. Any such proposal shall be transmitted to the secretary, who shall send written notice thereof to all members.

B. At any meeting of the membership, the members may, by two-thirds (2/3) majority vote, alter, amend, or repeal the by-laws, adopt new by-laws, or direct the board to cause any provisions of the articles of incorporation to be altered, amended, repealed or adopted; provided, however, that no provisions of the by-laws or the articles of incorporation may be amended repealed, or adopted where the effect of such action is inconsistent with the association's status as a non-profit, charitable corporation under the laws of the State of Texas. (Re: Article Ill, Section 3. A.)

C. No by-law changes will be considered at the membership meeting unless written notice of said change has been served in person or by mail upon all members of the association at least thirty (30) days prior to the meeting.

ARTICLE XIII — DISSOLUTION

A. In the event of the dissolution of this association, or in the event it shall cease to carry out the objectives and purposes hereto set forth, all unobligated property and assets of the corporation shall go to and be distributed to a lawfully established non­profit corporation which is exempted under Article 501 (c) (3) of the Internal Revenue Code, the primary purpose of which is to promote and support service for persons who are deaf-blind and their families. Under no circumstances shall any of the property and assets of this association, upon dissolution thereof, be distributed to any officer or singular member of the association.

B. This Article XIII, Dissolution updates the articles of incorporation, Article Five, Section 3.

Revised by-laws approved by the membership of the association March, 2007.

Past Award Winners

Each year, DBMAT is pleased to recognize outstanding members with the following awards