To work collaboratively as
a network that provides an array of services and supports for
individuals with disabilities that promotes:
Consumer ChoiceHigh QualityThe Individuals' Capacity for Self-Sufficiency (self-determination)
ARTICLE I: MEMBERSHIP
1.1 There shall be two (2)
classifications of membership:
All members are encouraged to have a representative attend monthly
meetings, beginning in January and ending in December.
Organizations that have multiple subsidiaries may have a single Full
Membership for the whole organization.
A.
Full- A corporation or an organization with 501 status that provides services
for individuals with disabilities,
which has provided services in the Metrolina area (Cabarrus, Cleveland,
Davidson, Gaston, Iredell, Lincoln, Mecklenburg,
Rowan, Stanly, Union Counties) for at least one year.
B. Affiliate - An organization, that cannot
become a Full Member, due to conflict of interest, institutional
structure, or does not provide contract
services. Excludes funders except for specialized grants
available through certain
organizations.
1.2 Privileges of membership
shall be as follows:
A. Full Members may
- attend and participate
in all meetings of MPN,
including any retreats and training opportunities which
may be provided at a reduced cost;
- inspect any and all records of MPN;
- vote on any matter placed before the
membership as established in these Bylaws (one vote per Full
membership);
- participate in
cooperative benefits including, but
not limited to, employee benefits, insurances, purchasing,
etc.;
- hold Board positions within
the
organization;
- serve on, and chair
committees;
- request contract
negotiation support;
- appoint or elect a
representative who will be
authorized to exercise the voting rights of the member;
- receive all mailings and
membership lists available.
B. Affiliate Members
- attend and participate in all
meetings of MPN,
including any retreats and training opportunities at full
- serve on, and chair
committees; and
- receive all mailings and
membership lists available.
1.3 To obtain membership
in any classification, the prospective member
shall submit a written application in which the applicant declares to
adhere to and promote the goals of MPN; All new members must
read, agree to, sign and abided by the MPN Code of
Ethics.
1.4 The voting membership
shall vote on any application at a monthly
meeting. Each applicant for Full membership is encouraged to have
a member of its organization, with the authority to represent and make
decisions on behalf of the
organization, in attendance at the monthly
meeting at which its application is submitted for
acceptance.
1.5 New membership
approval requires a two-thirds (2/3) vote of the Full
Members quorum.
1.6 Membership dues:
A. will be determined for each fiscal
year by majority vote of the Full Members quorum.
B. must be paid by renewing
members by March 31st of each year.
C. will be prorated for new
members during their initial membership year.
1.7 Termination of membership
shall result as follows:
A. Any member may resign by
notifying the President in
writing;
B. Any membership may be
suspended or revoked as
established in these Bylaws;
C. Failure to renew membership by
the dues due date; and
D. Failure to abide by the
Code of Ethics
A member shall not be entitled to a refund of dues
under any
circumstances.
1.8 Termination procedure.
No action to censure, suspend or revoke
shall be
taken until and unless a member of MPN submits to the
Board a
written and signed complaint charging the member with conduct
detrimental to the goals and policies of MPN.
A. Upon receipt of any complaint(s), the
Executive
Officers shall send a written notice to the affected member
notifying the member of the
allegations and granting an opportunity to respond to the charges at a
hearing before the Board. The
notice shall be mailed by certified mail, return receipt requested, to
the affected member’s last address recorded
with the President;
B. After the hearing, the Board shall
preparewritten findings and a recommendation, if any, to present to the
membership atthe next regularly scheduled
General Membership meeting. The affected member shall be
notified ofthe right to appear
before the membership at that General Membership meeting; and
C. If the membership votes to terminate a
membership, a
notice of decision shall be sent to the affected member, which notice
shall include: the decision of the
membership, a copy of the written findings, and an explanation of the
member's rights. The notice shall be mailed
by certified mail, return receipt requested, to the affected member's
last address recorded
with the President. In addition, the membership shall be advised of
this action and the President shall maintain a list of
all members previously censured or whose membership has
been suspended or revoked.
D. Except where the law, the Articles of
Incorporation, or these Bylaws otherwise provide, all authority of MDN
shall be
vested in and exercised by the Full Members.
ARTICLE II. BOARD OF DIRECTORS
2.1 The Board of Directors
(hereinafter referred to as "the Board") shall consist of an odd number
of members. The Board shall
consist of the executive consisting of
President, Vice President, Secretary, Treasurer, and Director.
2.2 Each Board member shall be
elected for a term of two (2) years, which shall commence on January 1,
following election.
2.3 No director may hold the
same office for more than two (2) consecutive years.
2.4 All elected directors must
meet the following requirements:
A. Must be a member in good standing of MPN;
and
B. Must have served as an MPN representative
for a minimum of two (2) year
and have attended a minimum of
two (6) General Membership meetings each
year.
2.5 The Board of Directors is a
volunteer board, not compensated for meetings, but eligible for
reimbursement for expenses associated with reasonable duties assigned
by the
Board upon affirmative vote by a simple majority of the Board.
ARTICLE III. DUTIES OF THE BOARD OF
DIRECTORS AND REPRESENTATIVES
3.1 The President, as
principal executive officer of MPN, shall have all the duties and
authority normally vested in the President of a non-profit corporation,
including those prescribed by the membership.
The President shall:
- preside at all MPN meetings;
- be an ex-officio member of all standing
committees
and all other ad hoc committees;
- be the official Representative, or
designate someone
to be the official Representative, to local and state
funding and regulatory committees as long as MPN
remains a member of and/or holds a seat on said committees.
The President may appoint other committees as deemed necessary.
3.2 The Vice President shall
have all the duties and authority normally vested in the Vice President
of a non-profit
corporation, including those prescribed by the
membership. The Vice President shall be an ex-officio member of
all standing committees and all other ad hoc committees. In the event
of the death, resignation or other immediate vacancy of the
President,
the Vice President shall assume the office of the President until an
election may be held to fill the vacancy. In the event of the
disability or extended absence of
the President, the Vice President
shall perform all necessary duties of the President until the President
returns.
3.3 The Secretary shall have
all the duties and authority normally vested in the secretary of a
non-profit corporation, including those
prescribed by the
membership. The Secretary shall archive official minutes of all
Board meetings and the General Membership meetings, and shall oversee
and supervise all elections and voting procedures. The Secretary
shall develop and maintain lists including, but not restricted to,
current voting representatives.
3.4 The Treasurer shall have
all the duties and authority normally vested in the treasurer of a
non-profit corporation, including those
prescribed by the membership.
The Treasurer shall supervise the financial affairs of MDN
in
accordance with generally accepted accounting principles. The Treasurer
shall prepare and present a financial
report to the
General Membership at least quarterly. All checks, drafts, or
other negotiable instruments of the Board shall be
made in
the name of MPN, and shall be
signed by the Treasurer following
authorization by the President.
3.5 Directors shall represent
the entire membership at meetings of the Board.
3.6 Committees may be
established by the Board.
3.7 The board may employ
staff, whose terms and conditions shall be specified by the
Board. An Executive Direction, when employed, shall be an
ex-officio member of the Board and all standing and special committees.
ARTICLE IV. ELECTION OF DIRECTORS
4.1 Election of
directors shall be held at the Annual General Membership meeting in
November.
ARTICLE V. MEETINGS
5.1 Each year, there shall be
at least six (6) monthly meetings of the General Membership.
Meeting times and locations shall be set by two-thirds (2/3) vote of
the quorum at the January Meeting. Additional General Membership
meetings may be held by proper approval of the membership.
5.2 There shall be at least
four (4) meetings of the Board, annually. Additional meetings of the
Board may be
called by the President. All directors and voting
representatives shall be given thirty (30) days written notice prior to
any additional meetings of the Board, whenever possible.
5.3 New business items not
included on the agenda for a General Membership meeting may be
discussed but
not voted on in that meeting. In an emergency, the
consenting vote of two-thirds (2/3) of the membership quorum may
waive
all notice provisions.
ARTICLE VI. VOTING
6.1 All MPN business must be carried out under generally
accepted and practiced rules of parliamentary procedure.
6.2 A majority of the
Full Members shall constitute a quorum for a General Membership meeting.
6.3 Motions and
resolutions must be presented, must be seconded and must be approved by
a consenting vote of the majority
of the membership quorum for passage. Motions and resolutions involving
financial matters shall require the
consenting vote of two-thirds (2/3) of the membership quorum for
passage, unless otherwise stated
in these Bylaws.
6.4 Voting Allotment per Full
Member
Each Full Member shall receive one (1) vote on matters at each General Membership meeting.
6.5 Absent representatives may vote on any proposed MDN item if
said vote is submitted in writing to a member of the Board or staff
prior to the General
Membership meeting where the vote on the agenda item is to take place.
6.6 Written secret ballots may
be requested by a Full Member on any motion or resolution before the
membership.
6.7 At a meeting of the Board,
a quorum shall be established only when at least fifty percent (50%) of
the number of sitting directors is present.
6.8 At a meeting of the Board,
motions and resolutions must be presented, must be seconded and must be
approved by the consenting vote of two-thirds (2/3) of the quorum for
passage.
6.9 The
rules may be suspended by a majority vote of the membership.
ARTICLE VII. REMOVAL OF DIRECTORS
7.1 A director may, with cause, be removed from office at a
General Membership meeting. Any member wishing
to show cause why a director should be removed from
office must notify the Board of Directors in writing.
The Board of Directors must then
notify the affected director in writing. In the event a director
refuses or
fails to perform the duties assigned by these Bylaws or by the
membership, the Board may take any reasonable action necessary to allow
the
continuation of official MDN business. These emergency actions
must be
reported to the membership within thirty (30) days and must be the
first order of business at the next General Membership meeting.
7.2 Cause for removal may be
gross misconduct in office, failure to carry out responsibilities of
the office, when his/her
organization fails to meet membership criteria, or failure to adhere to
the Code of Ethics.
7.3 Any motions for removal
shall be presented during new business. A consenting vote of the
majority of the Full Members quorum is necessary to bring the motion
to the floor for discussion. If approved for discussion, the director
affected
must be allowed rebuttal time. After discussion, the consenting vote of
two-thirds (2/3) of the Full Members quorum is
necessary for removal from the Board.
ARTICLE VIII. AMENDMENTS TO THE BYLAWS
8.1 Amendments to these Bylaws must be placed on the published
agenda of a general membership meeting.
8.2 These Bylaws may be
amended by the consenting vote of two-thirds (2/3) of the membership
quorum.
8.3 In the event that these
Bylaws need to be amended in order to comply and conform to State
and/or Federal laws, the
membership hereby:
A. Waives the
notice provisions of any
Articles of these Bylaws: and
B. Authorizes
the Board, upon consenting vote of two-thirds (2/3) of the Board, to so
make the required changes to the Bylaws providing
said change(s) do not affect any Bylaws that pertain to Dues, the
Board, including the duties, and the Articles dealing with Amendments
to the
Bylaws currently in effect, nor can any Article dealing with
Membership be deleted.
C. Should the need arise for the Board to use
this Article, they must notify all individuals and committees affected
by the amendment(s) as soon as possible
along with a report to the Membership.
8.4 The membership hereby
authorizes the Board to approve changes to the Bylaws for the sole
purpose of renumbering Articles, eliminating errors in
spelling, grammar and terminology and to bring about the
proper order and sequence, but in so doing the Board
shall not change the meaning or purpose of any provision so changed or
renumbered.
8.5 Proposals for amendments
to these Bylaws may originate from any MPN member.
ADOPTED BY THE MPN BOARD OF DIRECTORS AT ITS REGULARLY SCHEDULED
MEETING ON February 14, 2006.
_________________________________________
President _________________________
Signed
Date
_________________________________________
President _________________________
Signed
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