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 or hard of hearing.
Section 4. Nonprofit and Nonpartisan Status.
DHHBA shall take no action that would result in the loss of its eligibility for tax exemption under the Internal Revenue Code of 1986, as amended. DHHBA is a nonpartisan organization and shall not take any actions inconsistent with its nonpartisan nature.
Article II. Membership.
Section 1. Eligibility.
Attorneys, law school graduates, law students, and legal professionals with hearing loss 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, Secretary, and Treasurer of the DHHBA will review and approve membership applications. DHHBA may require additional information to confirm membership eligibility, such as name, confirmation of hearing loss, admission to any bar or law school, date of birth, 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 country 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 Director 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, or other legal professional who is not admitted to practice law and is employed or retained 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 Director 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 must advise the Secretary promptly of any change in the Member’s information.
Section 4. Membership Records.
Membership information shall be kept in a membership database, which shall be amended from time to time to reflect the addition of new Members, or the deletion of such Members as they may no longer qualify for membership, become ineligible for membership, or fail to pay their dues within ninety days of the due date.
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 as set by the Board of Directors. 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. Additionally, the Board of Directors may terminate the membership of any Member who is in default of the payment of dues or for other good cause.
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 his or her 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. At least fifty percent of seats on the Board of Directors shall be reserved for those who are actively engaged in the practice of law and licensed in good standing with any bar.
Section 3. Composition of the Board of Directors
The Board of Directors shall consist of six Members. The Board of Directors shall consist of the President, Secretary, Treasurer, and Liaisons to the National Association of the Deaf (“NAD”), Alexander Graham Bell Association for the Deaf and Hard of Hearing (“AGBell”), and the Hearing Loss Association of American (“HLAA”). The President, Secretary, and Treasurers shall be Officers while the NAD, AGBell, and HLAA Liaisons shall be Directors. 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.
Section 4. Officers.
The initial Officers of the DHHBA shall be the President, Secretary, and Treasurer (collectively, the “Officers”). Each Officer shall perform the duties normally assigned to such officer, as well as the duties specifically set forth herein.
1. President. The President shall be the chief executive officer of DHHBA, shall preside over all DHHBA meetings, serve as chair of the Board of Directors, and shall perform all duties incident to the office and consistent with these Bylaws.
2. Secretary. The Secretary shall be responsible for keeping non-financial records as specified in these Bylaws, preparing an agenda for each DHHBA meeting, maintaining DHHBA’s website, domain, e-mail, and other relevant accounts, monitoring DHHBA’s electronic mail and correspondence, maintaining DHHBA’s membership database, filing any required documents such as business documents with the relevant state entity. The Secretary shall also send notices of all Board of Directors and Membership meetings. In the President’s absence, the Secretary shall become acting President of the DHHBA.
3. Treasurer. The Treasurer shall be responsible for supervising DHHBA’s financial accounts and keeping DHHBA’s financial records including preparing tax returns and maintaining a spreadsheet of deposits and expenditures. The Treasurer shall be responsible for collecting, receiving, accounting for, disbursing, and reporting on all DHHBA funds. The Treasurer shall also be responsible for filing with the Internal Revenue Service to obtain tax-exempt status for DHHBA. In both the President’s and Secretary’s absence, the Treasurer shall become acting President of the DHHBA.
Section 5. Additional Officers.
Additional officers may be elected for such period, have such authority and perform such duties as the Board of Directors may from time to time determine.
Section 6. Board Elections.
Elections for DHHBA’s Board of Directors shall be held in even-numbered years at a date to be determined by the Board of Directors. Elections shall be conducted via the Internet. 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.
Nominations will be accepted from all DHHBA members via an anonymous online method of collecting nominations. Once the deadline for nominations has passed, the Secretary shall contact all nominees to determine whether they will accept the nominations. After nominees have accepted their nominations, their names and brief biographies shall be added to the official ballot.
Section 7. Challenges to Board Elections.
Within five 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 electronic mail to the Board of Directors, who shall then consider and make a preliminary ruling on such challenges. The Board shall take action to approve, deny, or modify the preliminary ruling and order whatever relief it deems appropriate. Such action by the Board shall be final and binding.
Section 8. Term of Office.
Each Member of the Board of Directors (“Board Member”) shall serve for a term of two years, starting at midnight ten days after the election closes. If a Board Member is elected or appointed mid-term, they shall only serve out the term of the person they replaced. A Board Member may serve more than one term.
Section 9. Records.
The Officers shall be responsible for making sure that the following records are kept: (1) membership records containing the names and contact information of all Members of DHHBA; (2) meeting records; (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 application for tax-exempt status with the Internal Revenue Service; and (6) financial records, including banking statements and records of expenses and deposits.
Section 10. Conflicts of Interest.
If an officer or director has a conflict of interest in any DHHBA-related matter, that officer or director shall inform the entire Board of Directors in writing as soon as he/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 11. Committees.
The Board of Directors shall form committees as it deems necessary. These committees shall have such authority as provided by the Board of Directors. Each committee and its members shall serve at the pleasure of the Board of Directors.
Section 12. Resignation.
Any Board Member may resign at any time by giving written notice by electronic mail to the Board of Directors. Such resignation shall take effect at the time specified in the notice. If no time is specified in the notice, then the resignation is effective upon delivery of the notice.
Section 13. 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 meeting. Good cause may entail (a) failure to adhere to these Bylaws and their provisions, (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 consistent pattern of behavior unbecoming of a Board Member.
If the Board seeks to remove a Board Member, written notice shall be provided to that Board Member by electronic mail and/or other forms of communication. The written notice shall state the reason(s) for the proposed removal The Board Member shall have the right to appeal in writing within thirty (30) days. If, after thirty (30) days from the day of receipt of the notification of removal, the Board Member does not respond, he/she will be removed without further action of the Board. If the Board Member does appeal, the Board of Directors will reconsider its initial proposed removal and conduct a vote within sixty (60) days from receipt of the notification of removal.
Section 14. Board Vacancies.
Vacancies in the Board of Directors shall be filled by a majority vote of the remaining Board Members for the balance of the term.
Section 15. 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.
Four types of meetings may be held: (1) Board of Directors Meetings; (2) Officer Meetings; (3) Executive Sessions; and (4) Membership Meetings. Meetings may be conducted face-to-face or via the Internet. As an organization composed of members in numerous locations, the primary form of meeting shall be via the Internet. The Secretary or his/her designee shall maintain a written record of all actions taken at such meetings.
Section 2. Notice of Meetings.
One week of advance written notice of Board Meetings shall be provided to all Members. Two weeks of advance written notice of Membership Meetings shall be provided to all Members. Notice may be given by electronic mail, first class mail, telephone, 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.
Section 3. Calling for a Vote.
A matter that requires a vote by the Membership may be set for a vote at any time by the President, the Board of Directors, or 10 percent of all Members with voting privileges. Safeguards shall be taken to ensure that only eligible DHHBA members may vote and that their votes are counted only once.
Section 4. Method of Voting.
All voting shall be done via the Internet. Voting procedures shall be determined by the Board of Directors. Voting by proxy is not allowed.
Section 5. Board Meetings and Board Voting.
The Board of Directors may meet no less than four times during its term of office at such time, place, and manner as the President shall set by providing seven days of written notice to Board Members. Written notice may be provided by electronic mail, text 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 6. Officer Meetings and Officer Voting.
The Officers of DHHBA may hold meetings separately from the rest of the Board of Directors to conduct the day-to-day affairs of DHHBA. The President may call an Officer Meeting on not less than twenty-four hours of written notice to all Officers. Written notice may be provided by electronic mail, text message, telephone, or personal contact, so long as all Officers are contacted. Any action on day-to-day affairs of DHHBA may be taken by a majority vote of Officers.
Section 7. Executive Sessions and Voting.
The Board of Directors may meet in executive session at the discretion of the President or a Board Member, with no persons present except Board Members and such other persons as the President or Board of Directors may authorize. Such executive sessions may be set when the matter under consideration involves any topic where, in the judgment of the President or the Board of Directors, confidentiality is important or where public discussion might result in the violation of individual rights or in private or personal harm. Matters addressed in executive sessions shall not be publicly disclosed. A majority vote is required for any Board action.
Section 8. Membership Meetings and Voting.
From time to time, as determined by the Board of Directors, the DHHBA may hold an Internet or face-to-face Membership Meeting at a time and place to be fixed by the Board of Directors. All Members may participate in Membership Meetings, but only Attorney Members and Legal Professional Members in good standing are entitled to 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 eligible to vote who are present, except as otherwise provided by these Bylaws. It is the duty of each Board Member to attend all Membership Meetings.
Section 9. 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 forty-eight (48) 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 electronic mail.
Article V. Finances.
Section 1. Fiscal Year.
The fiscal year of DHHBA shall be fixed from time to time as set by the Board of Directors.
Section 2. Funds.
All DHHBA funds shall be deposited from time to time in such banks, trust companies, or other depositories as the Board of Directors may designate, and all such funds may be withdrawn upon checks signed by the Treasurer or his/her designee as approved by the Board of Directors. The Treasurer shall be responsible for monitoring monthly bank statements.
Section 3. Checks.
The Treasurer 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 or other methods of automatic payment 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 Officer, 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 Officers or Members. Any Officer who assents to or participates in such a loan shall be personally liable to DHHBA and may be removed from office for breach.
Section 8. Requests for Reimbursement.
With the Board’s knowledge and consent, an Officer may from time to time use personal funds for DHHBA operations, such as paying expenses associated with DHHBA’s domain and website management. An Officer may submit a written request for reimbursement to the Board, and the Board shall vote to approve or deny the request for reimbursement. If the request is approved, then the Board shall issue a check to the Officer seeking reimbursement.
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. Use of the DHHBA Logo and Speaking for DHHBA
Use of DHHBA’s letterhead or logo shall be limited to official DHHBA business. Such items shall not be used for any other purpose except as expressly authorized by the Board of Directors.
Only the President or a person designated by the President shall speak 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.
Section 2. Conflicts.
In the event of a conflict between these Bylaws and applicable law, the latter shall control.
Section 3. Principal Officer 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.
Section 4. Amendments to Bylaws.
Amendments to these Bylaws may be adopted by majority vote at any duly convened meeting of the Board of Directors.
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 nonprofit organization devoted to similar purposes or goals as determined by the Board of Directors.
Section 6. Certification.
The Secretary of DHHBA hereby certifies that these Bylaws were adopted and approved by the Board of Directors on January 11, 2017.