Article I. Name, Duration, Purpose, and Status.
Section 1. Name.
The name of this organization shall be the Deaf and Hard of Hearing Bar Association (“DHHBA”).
Section 2. Duration.
The duration of DHHBA shall be perpetual.
Section 3. Purpose.
The primary purpose of DHHBA shall be to promote the professional advancement of attorneys, law school graduates, law students, and legal professionals who are deaf, hard of hearing, late-deafened, deafblind, and/or have hearing loss within the United States and Canada.
Section 4. Nonprofit and Nonpartisan Status.
DHHBA is a 501(c)(3) tax-exempt nonprofit organization incorporated in the State of Colorado. Accordingly, DHHBA shall take no action that would result in the loss of its 501(c)(3) tax-exempt status with the Internal Revenue Service or its incorporation in the State of Colorado. DHHBA is a nonpartisan organization and shall not take any actions inconsistent with its nonpartisan nature.
Section 5. Principal Office or Address.
DHHBA’s principal office or address shall be located at such place as the Board of Directors may designate from time to time.
Article II. Membership.
Section 1. Eligibility.
Attorneys, law school graduates, law students, and legal professionals with hearing loss within the United States and Canada are eligible for DHHBA membership. To become a DHHBA member, persons must complete a membership application, accompanied by payment of dues. All eligible applicants shall be entitled to membership upon the approval of their membership applications and payment of the appropriate dues. The President, Vice President, and Recorder of the DHHBA will review and approve membership applications. DHHBA may require additional information to confirm membership eligibility, such as name, confirmation that they are deaf, hard of hearing, late-deafened, deafblind, or have hearing loss, admission to any bar or law school, personally identifiable information, and contact information for the applicant’s residence and place of business.
Section 2. Types of Memberships.
There shall be three types of Membership:
1. Attorney Members. Any attorney who is a member in good standing of any recognized bar within any state, territory, or province within the United States or Canada may be an Attorney Member of DHHBA. Upon payment of dues, Attorney Members shall be entitled to vote in elections for the Board of Directors and on any matters presented by the Board of Directors to the Membership for a vote. Attorney Members may hold office in DHHBA and otherwise participate in DHHBA affairs.
2. Legal Professional Members. Any law school graduate not yet admitted to practice law, non-practicing attorney, or legal professional may be a Legal Professional Member of DHHBA. “Legal professional” includes practicing paralegals, investigators, legal assistant, administrator, legal secretary, law school graduates who are not yet licensed, or other legal professional who is not admitted to practice law and is employed, or eligible to be employed, by a lawyer, law office, corporate law department, governmental agency, courthouse, law school, or other entity engaged in the practice of law. Individuals who are currently studying to become paralegals or legal assistants are not eligible for membership. Legal Professional Members shall be entitled to vote in elections for the Board of Directors and on any matters presented by the Board of Directors to the Membership for a vote. Legal Professional Members may hold office in DHHBA and otherwise participate in DHHBA affairs.
3. Law Student Members. Any law student currently enrolled in law school shall be eligible to be a Law Student Member of DHHBA. Law Student Members shall be entitled to vote in elections for the Board of Directors and on any matters presented by the Board of Directors to the Membership for a vote, and otherwise participate in DHHBA affairs. However, Law Student Members shall not hold office in DHHBA.
Section 3. Applications for Membership.
Applications for membership in the Association shall be in such form and manner as set forth by the Board of Directors. Each Member shall provide the information requested in the membership application. Each Member shall advise the Recorder promptly of any change in the Member’s information.
Section 4. Membership Records.
Membership information shall be maintained in a database, which shall be amended from time to time to reflect changes in membership information.
Section 5. Dues.
DHHBA dues shall be set at an amount determined and approved by the Board of Directors. Dues shall be payable on the first day of every fiscal year. The Board of Directors may set additional policies and procedures for payment of dues, to include but not be limited to, deadlines, the determination of good standing, proration of dues, and other related matters.
Section 6. Good Standing.
A Member shall be deemed to be in good standing if DHHBA has received that Member’s annual dues for the fiscal year in question.
Section 7. Termination of Membership.
A Member may terminate DHHBA membership at any time by notifying the Board of Directors in writing. Dues already paid will not be refunded.
The Board of Directors may also permanently terminate the membership of any Member who is in default of the payment of dues or for other good cause. Dues already paid will not be refunded. Examples of good cause include but are not limited to: significant misconduct, court-imposed sanctions, disbarment, legal malpractice, unethical conduct, harassment, relevant criminal convictions, or any other conduct that significantly impairs the fitness to practice law.
In terminating a Member’s DHHBA membership, the Board of Directors will send a written notice to the Member via email and/or other communication means, notifying the Member that the Board of Directors is considering terminating the Member’s DHHBA membership, stating the reason(s) why, and giving the Member an opportunity to submit a written response and supporting documentation within 30 calendar days. If the Member needs more time, the Member must send a written extension request via email to the Board of Directors no later than the last day of the 30-day response period stating why the Member needs more time and how much time the Member needs. The Board of Directors must approve or deny the extension request in writing via email to the Member. Only one extension may be granted for a reasonable amount of time as determined by the Board of Directors. After the response period expires, and regardless of whether or not the Member submits a response, the Board of Directors will conduct a vote and send a written decision to the Member via email and/or other communication means within 60 calendar days of receipt of the Member’s written response or, if the Member does not submit a written response, the expiration of the 30-day response period. This decision cannot be appealed.
Article III. Board of Directors.
Section 1. Powers.
The Board of Directors shall manage the affairs of DHHBA and may exercise powers and take other appropriate actions not required by these Bylaws to be done by the Membership, including but not limited to determining policy matters, conducting all DHHBA activities, appointing committees, delegating duties, and interpreting these Bylaws.
Section 2. Qualifications.
To be eligible for election or appointment to the Board of Directors, a person must be a Member in good standing and remain so during their term of office. A person must be at least eighteen years of age. Only Attorney and Legal Professional Members may serve on the Board of Directors.
Section 3. Composition of the Board of Directors
The Board of Directors shall consist of seven Board Members, effective January 1, 2021. The Board of Directors shall consist of the President, Vice President, Recorder, and four Board Members at Large. The Board of Directors shall be elected as provided in these Bylaws. The Board of Directors shall represent the interests of all DHHBA members. No person shall hold more than one office on the Board of Directors. DHHBA consists of members who typically identify as deaf, hard of hearing, late-deafened, deafblind, or otherwise having hearing loss. Accordingly, and to the maximum extent possible, the Board of Directors must ensure that all DHHBA activities, events, communications, and decision-making are inclusive of all DHHBA members.
Section 4. Officers and Duties.
All members of the Board of Directors are Officers. Each Board Member/Officer shall perform the duties normally assigned to their position, as well as the duties specifically set forth herein.
1. President. The President shall be the chief executive officer and chief spokesperson of DHHBA, shall preside over all DHHBA Board of Directors and Membership Meetings, and shall perform all duties incident to the office and consistent with these Bylaws. The President, with the approval of the Board of Directors, shall appoint the chair of each committee. The President, in conjunction with the Vice President, shall oversee all DHHBA committees, which includes recruiting committee members and volunteers. The President shall represent DHHBA to other bar associations, legal organizations, and other outside entities.
2. Vice President. The Vice President, in conjunction with the President, shall oversee all DHHBA committees, which includes recruiting committee members and volunteers. The Vice President shall be responsible for collecting written committee reports on a regular basis to be shared with the Board of Directors. The Vice Presidentshall be responsible for preparing agendas and sending notices of all Board of Directors and Membership Meetings. The Vice President shall also recruit writers for DHHBA blog posts, edit their posts, distribute the draft blog posts among the Board of Directors for approval, and then publish them on the DHHBA website. In the President’s absence, the Vice President shall become acting President of the DHHBA.
3. Recorder. The Recorder shall be responsible for maintaining DHHBA’s financial and non-financial records. This includes managing DHHBA’s website, domain, email, listserv, social media accounts with the assistance of other Board Members, and other relevant accounts, monitoring DHHBA’s email and correspondence, maintaining DHHBA databases, and filing any required documents such as business documents with the relevant state entity. The Recorder also supervises DHHBA’s financial accounts, prepares tax returns, establishes a budget, and maintains financial records of DHHBA’s deposits and expenditures. The Recorder shall be responsible for collecting, receiving, accounting for, disbursing, and reporting on all DHHBA funds. The Recorder shall also be responsible for maintaining DHHBA’s 501(c)(3) tax-exempt status with the Internal Revenue Service. In both the President’s and Vice President’s absence, the Recorder shall become acting President of the DHHBA.
4. Board Member at Large. There shall be four Board Members at Large on the Board of Directors. Each Board Member at Large shall join and actively participate in at least one DHHBA committee. Each Board Member at Large shall actively participate in DHHBA activities to include, but not be limited to, writing or recruiting blog posts for the DHHBA website, co-moderating the DHHBA listserv and closed social media groups,taking written minutes of Board of Directors and Membership Meetings on a rotating basis to be distributed to the Board via email and/or other communication means, and any other duties as assigned by the President.
Section 5. Board Participation.
All Members of the Board of Directors are expected to be actively engaged with DHHBA. All Board Members must participate in DHHBA activities, to include participating in 75% of all Board of Directors and Membership Meetings, joining and actively participating in at least one committee, and writing or recruiting writers for at least four blog posts published on the DHHBA website.
Section 6. Committees.
There shall be four standing DHHBA committees to be chaired by one or more DHHBA Member(s) as appointed by the President and approved by the Board of Directors. In addition to the four standing committees, the Board of Directors has the authority to appoint ad hoc committees on an as needed basis. Each committee shall be accountable to the Board of Directors and shall have such authority as provided by the Board of Directors. Each committee shall provide regular written reports to the Vice President to be shared with the Board of Directors. The President and Vice President shall be responsible for recruiting committee members via the DHHBA listserv and other communication means.
1. Advocacy and Outreach Committee. This committee shall: (1) engage in advocacy and outreach efforts on behalf of DHHBA, (2) evaluate for possible DHHBA involvement in any legal matters that may have a systemic impact on DHHBA members, (3) cultivate relationships with other attorneys, law firms, bar associations, legal and advocacy organizations, and external stakeholders, (4) draft DHHBA resources including advocacy letters, guidance, and blog posts on topics relevant to DHHBA, (5) recruit new DHHBA members.
2. Finance Committee. This committee shall: (1) lead fundraising efforts, hold fundraiser events, and otherwise solicit donations, (2) apply for grants and sponsorships, and (3) explore other sources of funding for DHHBA.
3. Education and Events Committee. This committee shall: (1) plan DHHBA conferences, social and networking events, webinars, Continuing Legal Education (CLE) programs, and similar events (2) cultivate relationships with potential co-sponsors for events; and (3) represent DHHBA at outside events and conferences.
4. Election Committee. This committee shall conduct DHHBA elections in the fall of even-numbered years as outlined in Section 8 below. The committee must consist of DHHBA Members who are not running for election.
Section 8. Board Elections.
Elections for DHHBA’s Board of Directors shall be held in the fall of even-numbered years. The Election Committee shall conduct elections. The election shall take place between September 1 and November 30. Throughout the nomination and election process, expectations for Board Members as set forth in these Bylaws shall be clearly communicated to all prospective nominees and candidates. DHHBA Members may run for only one position on the Board of Directors per election.
Elections shall be conducted online. The Board Members shall be elected by a majority vote of all DHHBA Members eligible to vote. Safeguards shall be taken to ensure that only eligible DHHBA members may vote, and that their votes are counted only once.
In the event of a tie, a runoff election between the tied candidates shall be held in the same manner as the regular election. If another tie occurs, the current Board of Directors shall hold a majority vote to elect either of the tied candidates.
The nomination and election process shall be as follows:
1. Nominations shall be collected from all DHHBA members using an anonymous online method of collecting nominations.
2. The Election Committee shall contact all nominees and provide them with the opportunity to accept their nomination and provide a brief biography and candidate statement to be added to the official ballot.
3. The election shall be held online and election results shall be announced to all DHHBA members no later than November 30. The newly elected Board of Directors shall take effect starting at midnight on January 1 of the following year.
Section 9. Challenges to Board Elections.
Within five calendar days after the election results are announced to the entire Membership, all challenges or disputes regarding the conduct of the election shall be submitted in writing via email to the Board of Directors, who shall then consider and make a decision on such challenges to include taking any action it deems appropriate. The decision of the Board of Members shall be final and binding.
Section 10. Term of Office.
Each Member of the Board of Directors shall serve for a term of two years, starting at midnight on January 1 of the following year, referring to the start of an odd-numbered year. If a Board Member is elected or appointed mid-term, they shall only serve out the remainder of the term of the person they replaced. A Board Member may serve more than one term. There are no term limits.
Section 11. Records.
The Board of Directors shall be responsible for making sure that the following records are kept: (1) membership database containing the names and contact information of all DHHBA Members; (2) minutes of Board of Directors and Membership Meetings; (3) a current list of the Board Members and their contact information; (4) a copy of these Bylaws; (5) a copy of the DHHBA’s 501(c)(3) tax-exempt status with the Internal Revenue Service; and (6) financial records, including banking statements and records of expenses and deposits.
Section 12. Conflicts of Interest.
If a Board Member has a conflict of interest in any DHHBA-related matter, that Board Member shall inform the entire Board of Directors in writing by email as soon as he or she is aware of the conflict. Service on the board of another not-for-profit organization does not constitute a conflict of interest. Upon notification of the conflict of interest, the remaining members of the Board shall then determine by a majority vote how to address the conflict of interest.
Section 13. Resignation.
Any Board Member may resign at any time by giving written notice by email to the Board of Directors. Such resignation shall take effect on the date specified in the notice. If no date is specified in the notice, then the resignation is effective upon delivery of the notice.
Section 14. Removal of Board Member.
A Board Member may be removed for good cause by a majority vote of the remaining Board Members at a duly convened Board of Directors Meeting. Examples of good cause include but are not limited to: (a) failure to comply with these Bylaws, (b) failure to declare a conflict of interest, (c) soliciting, receiving, or accepting any remuneration in exchange for a vote and/or favorable or unfavorable disposition on any item under consideration by the Board, (d) any form of Board representation not previously approved, (e) a felony conviction during term of service on the Board, or (f) a pattern of behavior unbecoming of a Board Member.
The Board of Directors shall send a written notice to the Board Member by email and/or other communication means, notifying the Board Member that the Board of Directors is considering removing the Board Member from the Board of Directors, stating the reasons why, and giving the Board Member an opportunity to submit a written response and supporting documentation within 30 calendar days. If the Board Member needs more time, the Board Member must send a written extension request via email to the Board of Directors no later than the last day of the 30-day response period stating why the Board Member needs more time and how much time the Board Member needs. The Board of Directors must approve or deny the extension request in writing via email to the Board Member. Only one extension may be granted for a reasonable amount of time as determined by the Board of Directors. After the response period expires, and regardless of whether or not the Board Member submits a response, the Board of Directors will conduct a vote and send a written decision to the Board Member via email and/or other communication means within 60 calendar days of receipt of the Board Member’s written response or, if the Board Member does not submit a written response, the expiration of the 30-day response period. This decision cannot be appealed.
Section 15. Board Vacancies.
Vacancies in the Board of Directors shall be filled by a majority vote of the remaining Board Members at a duly convened Board of Directors Meeting for the balance of the term.
Section 16. Compensation.
Board Members shall receive no salary or compensation for their services but may be reimbursed for the expenses reasonably incurred by them in the performance of their duties. Nothing herein shall be construed to prevent a Board Member for receiving any compensation from DHHBA for duties other than as a Board Member.
Article IV. Meetings and Voting.
Section 1. Type of Meetings.
Two types of meetings may be held: (1) Board of Directors Meetings and (2) Membership Meetings. Meetings may be conducted face-to-face or online, including email,instant message, and video conferencing platforms. As an organization composed of members in numerous locations, the primary form of meeting shall be online. Board Members at Large shall take written minutes on a rotating basis which shall document all actions taken at Board of Directors and Membership Meetings.
Section 2. Method of Voting.
All voting shall be done online. Voting procedures shall be determined by the Board of Directors. Voting by proxy is not allowed.
Section 3. Procedures for Meetings and Motions.
When not inconsistent with these Bylaws, DHHBA shall adopt the procedures set forth in the most contemporary edition of Robert’s Rules of Order Newly Revised for conducting all Board of Directors and Membership Meetings, whether in person or online, and in the course of considering potential significant board decisions.
Section 4. Board of Directors Meetings, Notice, and Voting.
The Board of Directors must meet no less than once a quarter during its term of office at such time, place, and manner as the President shall set by providing not less than two calendar days of written notice to all Board Members, unless the meeting concerns day-to-day affairs of DHHBA or involves an emergency, in which case notice is not required. Written notice may be provided by email, text message, instant message, telephone, or personal contact, so long as all Board Members are contacted. No action may be taken by the Board of Directors unless a quorum is present. A quorum shall be defined as one-third of the Board of Directors. Each Board Member shall have one vote. A majority vote of Board Members present at a duly convened meeting shall constitute an act of the Board of Directors, except as otherwise specified in these Bylaws.
Section 5. Membership Meetings, Notice, and Voting.
From time to time, as determined by the Board of Directors, the DHHBA may hold an online or face-to-face Membership Meeting at a time and place to be fixed by the Board of Directors. One week of advance written notice of Membership Meetings shall be provided to all Members. Notice may be given by email, postal mail, social media, instant message, telephone, text message, or personal contact, so long as the entire Membership is notified. Such notice shall state that the vote is being called, the name of the person or person(s) calling for a vote, and the purpose(s) for which the meeting is being called. All Members may participate in and vote at Membership Meetings. Each eligible Member shall be entitled to one vote. At all Membership Meetings, the Members eligible to vote that are present shall constitute a quorum for the transaction of DHHBA business. Voting shall be by a majority vote of the Members present, except as otherwise provided by these Bylaws. It is the duty of each Board Member to attend all Membership Meetings.
Section 6. Board of Directors Action by Consent.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if three hours of written notice of such proposed action is given to all Board Members and written consent to such action is given by a majority of the Board of Directors. Such written consent and notice may be given or obtained by email or instant message.
Article V. Finances.
Section 1. Fiscal Year.
The fiscal year of DHHBA shall run from January 1 to December 31 of every calendar year.
Section 2. Funds.
All DHHBA funds shall be deposited from time to time in DHHBA’s nonprofit checking account, and all such funds may be withdrawn upon checks signed by the Recorder or their designee as approved by the Board of Directors. The Recorder shall be responsible for monitoring monthly bank statements. The President, Vice President, and Recorder shall all have access to and regularly monitor the nonprofit checking account.
Section 3. Checks.
The Recorder is authorized to sign checks on behalf of DHHBA. The Board of Directors may designate additional persons who may sign checks on behalf of DHHBA.
Section 4. Payment of Operating Expenses.
Payment of operating expenses including domain and website fees shall be made via direct debit, credit card, or other payment methods as authorized by the Board of Directors.
Section 5. Expenditures.
No expenditure, obligation, or indebtedness shall be incurred without the prior knowledge and approval of the Board of Directors. Anyone who violates this Section may be personally liable for the expenditure or obligation incurred. If an expenditure, obligation, or indebtedness has already been incurred, the Board of Directors may ratify and/or reimburse the person requesting reimbursement, but shall have no obligation to do so.
DHHBA shall not be charged by any Board Member or regular Member for any legal fees for services rendered on DHHBA’s behalf unless approved by prior vote of the Board of Directors as set forth in these Bylaws.
Section 6. Authorization.
No Board Member, Member, agent, or employee of DHHBA shall have any power or authority to enter into any contract, execute or deliver any legal instruments, borrow money on its behalf, pledge its credit, or mortgage or pledge its assets except within the scope and to the extent of the authority provided by these Bylaws or by the Board of Directors. Authority may be given by the Board of Directors for any of the above purposes and may be general or limited to specific instances. Grants of such authority must be in writing.
Section 7. Loans.
No loans shall be contracted on behalf of DHHBA. Furthermore, DHHBA shall not loan money to its Board Members or Members. Any Board Member who assents to or participates in such a loan shall be personally liable to DHHBA and may be removed from the Board of Directors for breach.
Section 8. Requests for Reimbursement.
With the Board’s knowledge and consent, a Board Member may from time to time use personal funds for DHHBA operations, such as paying expenses associated with DHHBA’s domain and website management. A Board Member may submit a written reimbursement request via email, with receipt(s) attached, to the Recorder, who may consult with the Board of Directors to approve or deny the request for reimbursement. If the request is approved, then the Recorder shall notify and reimburse the Board Member.
Article VI. Liability, Indemnification, and Insurance.
Section 1. Liability.
Any liability incurred by any Board Member, committee, or person not in accordance with the policies of the Board or in conflict with any part of these Bylaws shall be the personal liability of that person. The Board of Directors, by a majority vote, shall determine whether a liability incurred by any committee or person is not in accordance with the policies of the Board or is in conflict with any part of these Bylaws.
Section 2. Indemnification.
DHHBA shall indemnify the members of the Board of Directors and its agents in the manner, to the extent, and subject to the requirements set forth in the relevant nonprofit regulations of the state in which DHHBA is incorporated.
Section 3. Insurance.
DHHBA may, but is not required to, purchase and maintain liability insurance if authorized and approved by the Board of Directors. Any such insurance may be procured from any insurance company or broker designated by the Board of Directors regardless of its business location. To the extent permitted by law, such insurance may insure DHHBA for any obligation it incurs as a result of these Bylaws or operation of law and it may insure directly the Board Members, authorized representatives, employees, or volunteers of DHHBA against any liability asserted against such person and incurred in any such capacity or arising out of such status, whether or not DHHBA would have the power to indemnify such person.
Article VII. Miscellaneous Matters.
Section 1. Official Representation of DHHBA and Use of DHHBA Logo and Letterhead.
Only the President or a person designated by the President shall communicate on behalf of DHHBA to the public, media outlets, outside organizations, legislative bodies, courts, governmental agencies or officials, or any other individual or entity unless specifically authorized by these Bylaws, the President, or the Board of Directors. Use of DHHBA’s letterhead or logo shall be limited to official DHHBA business. They shall not be used for any other purpose except as expressly authorized by the Board of Directors.
Section 2. Conflicts.
In the event of a conflict between these Bylaws and applicable law, the latter shall control.
Section 3. Review of Bylaws.
The Board of Directors must review these Bylaws at least once per term and make amendments where necessary.
Section 4. Amendments to Bylaws.
Amendments to these Bylaws may be adopted by majority vote at any duly convened Board of Directors Meeting. Such amendments must be made in writing and posted on the DHHBA website.
Section 5. Dissolution.
Upon the dissolution of DHHBA, and after paying all DHHBA debts, the funds and assets of DHHBA shall be given to a 501(c)(3) nonprofit organization devoted to similar purposes or goals as voted upon by the Board of Directors.
Section 6. Certification.
The Recorder of DHHBA hereby certifies that these Bylaws were adopted and approved by the Board of Directors on January 11, 2017 and amended on August 18, 2020.