Name and Purpose
Section 1. Name. The name of the organization is Pennsylvania Partnership for the Deafblind and shall herein be referred to as the “Partnership, PPDB, or Organization.”
Section 2. Organization is Nonprofit. This Organization has been formed pursuant to the Commonwealth of Pennsylvania Law as a nonprofit, public benefit corporation.
Section 3. Purpose. PPDB is organized exclusively for charitable and educational purposes, and more specifically to provide a statewide voice for the promotion of the economic, educational, employment, social equality and just rights and privileges as individuals who are deafblind and their families.
Section 4. Registered Office. The registered office of the organization shall be at 23 Elizabeth Street, Pittsburgh, PA 15209 until otherwise established by a vote of a majority of the Board of Directors in office, and a statement of such change is filed in the Department of State; or unil changed by an appropriate amendment of the articles of the corporation.
Section 5. Other Offices. The organization may also have offices at such other places within or without the United States of America as the Board may from time to time appoint or the business of the organization requires.
Section 1. Classes. There shall be two classes of members: General and Honorary.
Section 1. General Member. General Membership may be granted to any individual who is deafblind, the parent, guardian, adult sibling or other individual who has a personal relationship with a person who is deafblind or an individual interested in supporting the mission and purpose of the Association and requests to be a member. , and who pays the annual dues as set by the Board of Directors. Only General Members may be elected to the Board of Directors. The Board must always be comprised of a majority of family members. A family member is an individual who is deafblind, the parent, guardian or adult sibling of an individual who is deafblind or an individual who has a close personal relationship with a person who is deafblind.
Section 3. Honorary Member. Honorary membership shall be awarded to individuals who have done outstanding work in the field of deaf blindness. Honorary members who are not deafblind shall not have voting privileges. They shall not hold any office in PPDB. Honorary members may serve on committees.
Section 2. Termination of Membership. The Board of Directors, by affirmative vote of two-thirds of all of the members of the Board, may suspend or expel a member, and may, by a majority vote or those present at any regularly constituted meeting, terminate the membership of any member, providing that the Member shall be given at least thirty (30) days written notice from the President or 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 President or 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. The decision of the Board will be final.
Section 3. Resignation. Any member may resign by filing a written resignation with the President or Secretary, however, such resignation shall not relieve the member of the obligation to pay any dues or other charges theretofore accrued and unpaid.
Section 4. Dues. Dues, for General Members and Associate Members shall be established by the Board of Directors.
Section 5. Disclaimer. Participation in this group is voluntary. General members may terminate membership at any time.
Section 1. Meetings. The date, time and place of meetings shall be set by the Board of Directors.
Section 2. Special Meetings. Special meetings may be called by the President of the Board of Directors or the Executive Committee.
Section 3. Notice. Notice of the time and place of all meetings, except for special meetings, called by the Board shall be given to members through written or electronic means 30 days prior to the meeting.
Section 4. Quorum. A quorum for any meeting shall consist of a majority of the directors attending in person or through teleconferencing. All decisions will be by majority vote of those present at a meeting at which a quorum is present.
Section 5. Elections. Elections for the filling of vacant positions shall take place at a meeting of the Partnership except as otherwise provided in the Bylaws. A majority vote of the directors present and voting by mail, e-mail or fax shall be required to elect all Board Members. Board Members shall assume their positions at the conclusion of the meeting and shall serve until their successors are elected.
AUTHORITY AND DUTIES OF DIRECTORS
Section 1. Authority of Directors. The Board shall have full power to conduct, manage, and direct the business and affairs of the corporation; and all powers of the corporation are hereby granted to and vested in the Board. The Board shall have the power to amend the Articles of Incorporation and Bylaws pursuant to Article XI.
Section 2. Number, Selection, and Tenure. The Board of the Partnership shall consist of at least seven (7) Members. The Board shall be the Officers of the Partnership and at least three (3) Non-Officer Members. New Directors will be periodically elected by a majority of those Members in attendance at a Meeting. Each Director will serve a two-year term. No member may serve more than three consecutive terms in a single position or capacity on the Board.
Section 3. Resignation. Resignations from the Board are effective upon receipt by the President or Secretary of the PPDB of written notification.
Section 4. Place of Meeting. Meetings of the Board may be held at such place within or without Pennsylvania as the Board may from time to time appoint, or as may be designated in the notice of the meeting.
Section 5. Regular Meetings. Regular meetings of the Board shall be held at such time and place as shall be designated from time to time by resolution of the Board, and shall occur at least once per year. If the date fixed for any such regular meeting be a legal holiday under the laws of the State where such meeting is to be held, then the same shall be held on the next succeeding business day, not a Saturday, or at such other time as may be determined by resolution of the Board. At such meetings, the Board shall transact such business as may properly be brought before the meeting. Notice of regular meetings need not be given unless otherwise required by law or these by-laws.
Section 6. Special Meetings. Special meetings of the Board may be called by the President, without 60-day notice, on her/his own initiative. A Special Meeting may also be requested by a majority of Directors of the Board if presented in writing to the President stating the reasons and purposes of the meeting. Notice of each such meeting shall be given to each director by e-mail, mail or telephone not less than forty-eight (48) hours before such meeting.
Section 7. Quorum. A majority of the Board in office shall be present (in person or by teleconference) at each meeting in order to constitute a quorum for the transaction of business. Every director shall be entitled to one vote. All decisions will be by majority vote of those present at a meeting at which a quorum is present. The Board may vote on any proposal by mail, telephone, e-mail and/or fax. In the absence of a quorum, a majority of the directors present may adjourn the meeting on occasion without further notice until a quorum is present.
Section 8. Action Without a Meeting. Any required or permitted action to be taken at a meeting of the Board of Directors (including amendment of these Bylaws) or of any committee may be taken without a meeting if all the members of the Board or committee consent in writing to taking the action without a meeting and to approving the specific action. Such consents shall have the same force and effect as a unanimous vote of the Board or of the committee.
Section 9. Participation in Meeting by Conference Telephone. The Board of Directors may participate in a meeting through the use of conference telephone or similar communications equipment, so long as members participating in such meeting agree and can communicate with one another.
Section 10. Compensation and Reimbursement. Directors shall serve without compensation, with the exception that expenses incurred in the furtherance of the Partnership’s business are allowed to be reimbursed with documentation and prior approval. In addition, Directors serving the organization in any other capacity, such as staff, are allowed to receive compensation therefore.
AUTHORITY AND DUTIES OF OFFICERS
Section 1. Officers. The officers of the Organization shall be a President, a Vice-President, a Secretary, a Treasurer, and such other officers as the Board of Directors may designate.
Section 2. Appointment of Officers; Terms of Office. The Officers of the Partnership shall serve two-year terms. New offices may be created and filled at any meeting of the Board of Directors. Terms of office may be established by the Board of Directors, but shall not exceed two (2) years. Officers shall hold office until a successor is duly elected and qualified. No Member may serve more than three consecutive terms in a single position. No member may serve in more than one capacity on the Board of the Partnership.
Section 3. President. The President shall be a Director of the Partnership and shall preside at all meetings of the Membership and the Board. He/She shall have general responsibility for and supervision over the activities of the Partnership, 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 Bylaws. He/She shall, with the advice and consent of the Board, appoint the Nomination Committee. The President shall be empowered to conduct such official business as may be necessary by mail, telephone, fax, or email.
Section 4. Vice-President. The Vice-president shall be a Director of the Partnership and 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, he/she 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 shall be unable to serve, he/she shall succeed to the office of the President for the remainder of the president’s term. Should the Vice-president decline succession, the Board should elect a successor. The Vice-president shall be the chair of the Bylaws Review Committee. This Committee will review the appropriateness of the Bylaws on an as needed basis.
Section 5. Secretary. The Secretary shall be a Director of the Partnership and shall keep an accurate record of the proceedings of all meetings of the Members and of the Board. He/She shall be custodian of all books and records of the organization except those specifically assigned to others. The Secretary shall be responsible for the Organization’s correspondence and shall ensure that all notices are duly given in accordance with the provisions of these Bylaws or as required by law.
Section 6. Treasurer. The Treasurer shall be a Director of the Partnership and shall review all requests for reimbursement and payment and upon approval will see that bills/reimbursements are paid in a timely manner as funds become available. If there are questions on the approval of any reimbursements or bills, the Treasurer will seek a determination from the Executive Committee. At the discretion of the Board, the Treasurer shall be bonded in such sum as the Board may determine necessary. The Treasurer shall Present an accounting of the organization’s finances at the Annual Meeting and submit other financial reports as the board may require.
Section 7. Board of Directors. There shall be three (3) Directors who are nominated from the general membership, with the remainder of the Directors consisting of the Officers. Directors shall be General Members who shall serve a two-year term or until their successor is elected.
Section 8. Vacancies. A vacancy in any office may exist for any of the following reasons: death; resignation in writing; change of capacity on the board; loss of Membership status; inability to perform the duties of the office. In said event, the Board shall, by majority vote, select a successor (except that, in accordance with Article V, Section 4, the Vice-president shall automatically succeed the President) to serve the duration of that term until at which time a Board Director shall be elected by the meeting to fill the post in the normal manner. In the event that membership fails to nominate an individual for election to the Board, the Board may then appoint an individual to fill this vacancy
Section 9. Resignation. Any officer may resign at any time by giving written notice to the Board, or to the President or Secretary of the Organization. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein. The acceptance of such resignation shall not be necessary to make it effective.
Section 10. Removal. The Board may, by a two-thirds majority, vote to vacate any office for cause or determine that the incumbent is incapable of performing the duties of such office. The Director affected shall be given thirty (30) days written notice by registered mail of any such proposed action of the Board. The Director shall have the right to respond to such notice for Board consideration within thirty (30) days after such notice.
Section 11. Paid Staff. The Board of Directors may hire such paid staff as it deems proper and necessary for the operations of the Organization. The powers and duties of the paid staff shall be as assigned by the Board. The Executive Committee shall establish the duties, fix the salary, evaluate, or terminate for due cause any paid staff.
Section 1. Establishment. The Executive Committee may create committees as needed. The President appoints all committee chairs and they shall report to the Board on a regular basis.
Section 2. Executive Committee. The Executive Committee is composed of the four (4) officers: President, Vice-president, Secretary, and Treasurer. The Executive Committee may appoint committees whose charge shall be fully outlined by the Executive Committee. These committees shall consist of the President, one (1) other Member of the Board, and others as may be necessary. The Executive Committee shall have all of the powers and authority of the Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
Section 3. Nominating Committee. A Nominating Committee shall be appointed by the President, at least 120 days prior to an election, with the advice and approval of the Board. It shall be composed of up to three members. This committee shall propose nominees for all positions which shall be vacated. Any General Member of the Pennsylvania Partnership for the Deafblind may be nominated as a Director. All nominees for officer positions must be current or past board members. Written notice of the nominations proposed by the Nominating Committee shall be given by the Secretary in person, or by mail, email or fax, to all Board of Directors of the Partnership, no later than thirty (30) days prior to a meeting.
Section 4. Standing Committees. Standing Committee are Executive and Nominating.
Section 1. Every member of the Board of Directors, officer or employee of the Organization may be indemnified by the organization against all expenses and liabilities, including counsel fees, reasonably incurred or imposed upon such members of the Board, officer or employee in connection with any threatened, pending, or completed action, suit or proceeding to which she/he may become involved by reason of her/his being or having been a member of the Board, officer, or employee of the PPDB, or any settlement thereof, unless adjudged therein to be liable for negligence or misconduct in the performance of her/his duties. Provided, however, that in the event of a settlement the indemnification herein shall apply only when the Board approves such settlement and reimbursement as being in the best interest of the Partnership. The foregoing right of indemnification shall be in addition and not exclusive of all other rights which such member of the Board, officer or employee is entitled.
ADVISORY BOARDS AND CONSULTANTS
Section 1. Establishment. The Board of Directors may establish one or more Special Advisory Boards, Liaisons or Consultants.
Section 2. Size, Duration, and Responsibilities. The size, duration, and responsibilities of such boards, liaisons or consultants shall be established by a majority vote of the Board of Directors.
Section 1. Fiscal Year. The fiscal year of the Organization shall commence the first (1st) day of September each year and end on the thirty-first (31st) day of August the following year.
Section 2. Checks, Drafts, Etc. All checks, orders for the payment of money, bills of lading, warehouse receipts, obligations, bills of exchange, and insurance certificates shall be signed or endorsed by such officer or officers or agent or agents of the Partnership and in such manner as shall from time to time be determined by resolution of the Board of Directors or of any committee to which such authority has been delegated by the Board.
Section 3. Deposits and Accounts. All funds of the Partnership, not otherwise employed, shall be deposited from time to time in general or special accounts in such banks, trust companies, or other depositories as the Board of Directors or any committee to which such authority has been delegated by the Board may select, or as may be selected by the President or by any other officer or officers or agent or agents of the Organization, to whom such power may from time to time be delegated by the Board. For the purpose of deposit and for the purpose of collection for that account of the Partnership, checks, drafts, and other orders of the Organization may be endorsed, assigned, and delivered on behalf of the Organization by any officer or agent of the Organization.
Section 4. Investments. The funds of the Partnership may be retained in whole or in part in cash or be invested and reinvested on occasion in such property, real, personal, or otherwise, or stock, bonds, or other securities, as the Board of Directors in its sole discretion may deem desirable, without regard to the limitations, if any, now imposed or which may hereafter be imposed by law regarding such investments, and which are permitted to organizations exempt from Federal income taxation under Section 501(c)(3) of the Internal Revenue Code.
EXEMPTION FROM TAX
The Organization is organized exclusively for charitable purposes as such purposes are defined by § 501 (c)(3) of the Internal Revenue Code (or the corresponding section of any future Internal Revenue Law of the United States). No part of the net earnings of the Organization shall inure to the benefit of any individual and no member, director, officer or employee of the Organization shall receive any pecuniary benefits of any kind except reasonable compensation for services in effecting the corporate purposes. No substantial part of the activities of the Organization shall consist of carrying on propaganda or otherwise attempting to influence legislation, nor shall the Organization participate or intervene in (including the publishing or distributing statements of) any political campaign on behalf of any candidate for public office.
BOOKS AND RECORDS
Section 1. Books and Records. Correct books of account of the activities and transactions of the Organization shall be kept at the office of the Partnership. These shall include a minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these Bylaws, and all minutes of meetings of the Board of Directors.
AMENDMENTS OF BYLAWS
Section 1. Amendments. A proposal to alter, amend, repeal or adopt any Bylaw or provision of the Articles of Incorporation may be made by any board member or by any ten (10) general members of the Partnership jointly. Any such proposal by the general members shall be transmitted to the Secretary, who shall send notice thereof to all board members. The change will not go into effect for 60 days, during which time general members may appeal such change(s) with a petition signed by any 10 general members in good standing. A vote on such an appeal will then go to the general membership to be resolved. No provisions of the Bylaws or the Articles of Incorporation may be amended, repealed, or adopted where the effect of such action is inconsistent with the Partnerships’ status as a nonprofit, charitable corporation under the laws of the Commonwealth of Pennsylvania.
DISSOLUTION OF THE ORGANIZATION
Section 1. Dissolution. The organization may be dissolved by a vote of two-thirds (2/3) of the current voting members, or by Order of Court.
Section 2. Winding Up. In the event of the dissolution of this Organization, or in the event it shall cease to carry out the objects and purposes hereto set forth, all un-obligated property and assets of the Organization 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 to the extent possible of organization the primary purpose of which is to promote and support services for persons who are deafblind and their families. Under no circumstances shall any of the property and assets of this Partnership, upon dissolution thereof, be distributed to any officer or singular Regular Member of the Partnership.
Adopted June 24, 2007, revised February 7, 2011 & May 3, 2016