Bylaws
ORGANIZATIONAL GOVERNING DOCUMENT
ALLIANCE FOR DISABILITY AND STUDENTS OF THE UNIVERSITY OF MONTANA (ADSUM)
ARTICLE I
Section 1.1 Name
ARTICLE II
Section 2.1 Purpose
The purpose of the organization is to improve the social and academic atmosphere at The University of Montana for individuals with disabilities, regardless of the nature of the disability, race, creed, color, gender, sexual orientation, or religion. The organization is dedicated to the identification and removal of architectural, programmatic, and attitudinal barriers on campus. Moreover, the organization seeks to ensure the civil right of equal access to education for all students with disabilities at The University of Montana.
ARTICLE III
Section 3.1 Membership
(a) Membership. Membership shall be extended to all registered students of The University of Montana and all interested individuals in the community. Each member shall be entitled to one vote on any business matter which shall lawfully come before the members. Services provided by the organization to the members, The University of Montana, and the community at large include:
(1) Consultation about accessibility laws and regulations
(2) Support with administrative appeals
(3) Ongoing advocacy of individual civil rights
(4) Guidance on dispute resolution alternatives
(5) Educational training session
(6) Access to select library resources relating to disability issues
(7) Referrals to other services
(b) Membership Admission. The organization may not admit a member to the organization without that member's consent. To be admitted as a member of the organization the applicant must:
(1) submit an application for admission stating the member subscribes to the
of the organization and providing such other information as the executive board of directors may require; and(2) be approved by the executive board of directors.
(c) Nondiscrimination. Membership in the organization shows a commitment to non-discrimination with regard to race, color, creed, national origin, ancestry, religion, gender, age, marital status, physical or mental disability, or sexual orientation.
(d) Membership rights. All members have the same rights and privileges.
(e) Nontransferability of Members. Membership in this organization is nontransferable and nonassignable.
(f) Termination of Members.
The organization may suspend or terminate a member from the organization if the board of directors have made a good faith determination that it is in the best interests of the organization to do so. In addition, the organization may only suspend or terminate a member from the organization pursuant to the following procedure, which shall be carried out in good faith. The procedure provides:
(1) the organization must, in person, or by U.S. mail, give the member written notice of the suspension or termination not less than 15 days prior to the effective date of the proposed action and an explanation of the reasons for the action; and
(2) an opportunity for the member to be heard, orally or in writing, not less than 5 days before the effective date of the suspension or termination by a person or persons authorized to decide the proposed suspension or termination not occur; or
(3) the executive board of directors may conduct the hearing, or in its sole discretion, may allow a committee of the officers, directors, or a committee of members, to hold the hearing and make the determination.
(g) Dues and Obligations. There shall be no dues or obligation requirements for membership in the organization. Members are encouraged to participate in scheduled events, activities, and board meetings and provide visible support for the organization's goals and objectives in accordance with Article II.
(h) Membership Drives. The executive board of directors shall coordinate membership drives at the beginning of each semester for the purpose of recruiting new members.
(i) Meetings. The organization's meetings will generally be held weekly in the University Center of The University of Montana at a time and day to determined by the executive board of directors at the beginning of each semester. The executive board of directors shall notify all members by telephone or by electronic mail of all regular meetings, irregular meetings, or special meetings during the course of the semester.
Section 3.2 Membership Quorum and Voting Requirements
(a) Quorum. Five members of the organization, two of which must be members of the executive board of directors, must be present at a meeting of members to constitute a quorum. Once a vote is represented for any purpose at a meeting, the organization shall deem it present for quorum purposes for the remainder of the meeting and for any adjournment of a meeting unless a new record date is or must be set for that adjourned meeting.
(b) Voting. If a quorum exists, and the votes case in favor of an action (other than election of officers/executive directors) constitutes a majority of the required quorum, then the organization shall consider the action on the matter approved.
Section 3.3 Membership Action by Written Ballot
(a) Authority. Members may take any action without a meeting if action by ballot is authorized by the executive board of directors and the organization delivers a written ballot to every member entitled to vote on that matter.
(b) Contents. A written ballot must set forth each proposed action and provide the members with an opportunity to vote for or against each proposed action.
(c) Approval. The organization shall consider an action by written ballot approved only when: the number of votes cast by ballot equals or exceeds the quorum the bylaws require to be present at a meeting authorizing the action; and the number of approvals equals or exceeds the number of votes the bylaws require to approve the matter at a meeting.
(d) Solicitations. All solicitations made in advance of the meeting for votes by written ballot must: indicate the number of responses needed to meet the quorum requirements, state the percentage of approvals necessary to approve each matter other than election of director, and specify the time by which the ballot must be received by the organization to be counted.
(e) Revocation. A written ballot may not be revoke
Section 3.4 Voting of Membership
Each member, is entitled to one vote on each matter voted upon by the members. Unless otherwise stated in these bylaws, when members vote to take action on a matter, a majority vote shall carry.
Section 3.5 Members Electing Officers/Executive Directors
(a) Officer/Executive Director Determination Method. The executive board of directors shall determine whether members of the executive board shall be elected at a meeting, or by ballot, pursuant to section 3.3.
(b) Nominating Committee. A nominating committee appointed by the executive board of directors shall exist for election by meeting and election by ballot. The committee shall call a meeting to nominate candidates for the officers'/executive directors' positions. This meeting shall be held at least seven days in advance of the membership meeting in which the members will elect officers/executive directors or, in the event of an election by meeting, any person who is nominated by the committee shall be considered a nominee for a director position. Nominations shall also be received from the floor. In the event of an election by ballot, the names on the ballot will include those selected by the nominating committee and those names placed in nomination by members signing petitions to place an individual's name on the ballot. The board need not place an individual nominated by petition on the ballot, unless the individual received 5% or more of the signatures of the members.
(c) Election by Ballot. If the members choose to elect officers/executive directors by written ballot, they shall ensure the nominating committee send out the ballot not more that fourteen days before the election, and not less than seven days. Each ballot shall list the nominees chosen in accordance with subsection (b) of this section 3.5. In addition, each ballot shall include the number of lines for "write-in" candidate equal to the number of directors to be elected. The election by ballot shall be conducted in accordance with section 3.3 of these bylaws.
(d) Determination of Winners of Election. The nominees elected as officers and members of the executive board of directors shall be those nominees receiving the largest number of votes. For example, if three officer/executive board of directors positions are open, the three receiving the highest number of votes will be elected.
Section 3.6 Conduct of Membership Meetings
(a) Conduct of
Meeting. The president/chairperson of the executive board, or in the
president's absence, the vice president/vice-chairperson of the executive
board, or in their absence, the secretary/treasurer/executive board
member shall call the membership to order and shall act as the chairperson
of the meeting. The chairperson (or a person designated by the chairperson)
shall establish rules of the meeting that will freely facilitate debate
and decision making. The chairperson will indicate who may speak when
and when a vote will be taken, but in the secretary's absence, the
presiding officer may appoint any other person to act as the secretary
of the meeting.
(b) Order of Business. The order of business at a membership meeting
shall be as follows:
(1) Call to order;
(2) Reading of prior minutes;
(3) Election of the executive board if that is the purpose of the meeting;
(4) Business specified by the notice;
(5) Unfinished business;
(6) New business; and
(7) Adjournment.
At the first meeting of each semester, and as often as deemed necessary by the president, the president and the secretary/treasurer shall report on the activities and financial condition of the organization.
ARTICLE IV
Section 4.1 General Powers
All organization powers shall be exercised by the officers who will serve as the executive board of directors. The business and affairs of the organization shall be managed under the direction of the executive board of directors. The executive board of directors, as deemed appropriate, may appoint members to an advisory board of directors. However, members of the advisory board of directors are neither officers nor members of the executive board of directors.
Section 4.2 Number, Tenure, and Qualifications of Directors
(a) Executive board of directors. The number of executive board directors of the organization shall be three. The members of the executive board, elected by the members of the organization, shall be the president, vice-president, and secretary/treasurer. A member of the executive board of directors shall hold office for one year beginning at the organization's final meeting of the members for the spring semester until the final meeting of the members for the spring semester of the following year or until removed in accordance with Section 3.3. However, if the term of a member of the executive board expires, the executive board member shall continue to serve until the members of the organization have elected a qualified a successor. Members of the executive board of directors members shall be registered students of The University of Montana who are members of the organization. At least two members of the executive board of directors, including the President and Vice-President, shall have verifiable disabilities.
(b) Advisory board of directors. The number of members of the advisory board of directors, if any, shall be unlimited. A member of the advisory board of directors shall hold office until the end of the academic year or until removed in accordance with Section 3.3. However, if an advisory board of directors member's term expires, the advisory board member shall continue to serve until the new executive board has been elected, a qualified successor is selected, or until there is a decrease in the number of members of the advisory board of directors. Members of the advisory board of directors may be registered students of The University of Montana, or members of the community at large.
Section 4.3 President
The president shall be the principal executive officer who shall also serve as chairman of the executive board of directors of the organization. The president shall be subject to the control of the members, and shall in general supervise and control, in good faith, all of the business and affairs of the organization. The president shall, when present, preside at all meetings of the members and of the board of directors. The president may sign, with the secretary or any other proper officer of the organization that the board has authorized any board authorized instruments.
Section 4.4 Vice President
The vice-president, who shall also serve as vice-chairman of the executive board of directors, shall perform, in good faith, the president's duties if the president is absent, dies, is unable or refuses to act. If the vice president acts in the absence of the president, the vice-president shall have all presidential powers and be subject to the restrictions upon the president. (If there is no vice-president or the vice president is unable or refuses to act, then the secretary/treasurer shall perform the presidential duties). The vice president shall perform any duties that the president may assign to the vice president.
Section 4.5 The Secretary/Treasurer
The secretary/treasurer, who shall also serve as an executive director, shall in good faith:
a) create and maintain one or more books for the minutes of the proceedings of the members and of the board of directors;
b) provide that all notices are served in accordance with these bylaws;
c) be custodian of the organization's records;
d) when requested or required, authenticate any record of the organization;
e) keep a current register of the post office address of each member; and
f) in general perform all duties incident to the office of secretary treasurer and any other duties the president may assign to the secretary. The secretary/treasurer shall also:
1) have charge and custody of and be responsible for the funds of the organization;2) receive and give receipts for moneys due and payable to the organization;3) submit the books and records to the board of directors for annual review;4) in general perform all of the duties incident to the treasurer.
Section 4.6 Assistant Secretary/Treasurers
The assistant secretary/treasurers, in general, shall perform the duties the secretary/treasurer, respectively, or the president may assign to them. Assistant secretary/treasurers are neither officers, nor members of the executive board of directors. Assistant secretary/treasurers serve at the direction of the President. If the organization employs a student or member in a work study position, the student or member who is assigned a work study position shall be considered an assistant secretary treasurer. A work study employee is neither an officer nor a member of the executive board and serves at the direction of the President. A work study employee can be a member of the advisory board of directors.
Section 4.7 Removal of Officers/Executive Directors and Advisory Directors
Removal of executive
directors. An executive director may be removed, with or without cause,
if a majority of the members present at a duly constituted meeting
votes for the removal. Likewise, the members must acquire a majority
vote at a duly constituted meeting. Removal is effective only if it
occurs at a meeting called for that purpose. Notice must be sent to
all members and directors that a purpose of the meeting is removal.
Removal of advisory directors. An advisory director may be removed,
with or without cause, if a majority of the members present at a duly
constituted meeting votes for the removal. Likewise, the members must
acquire a majority vote at a duly constituted meeting. Removal is
effective only if it occurs at a meeting called for that purpose.
Notice must be sent to all members and directors that a purpose of
the meeting is removal.
Section 4.8 Executive Board of Director and Advisory Board of Director Vacancies
Executive board of director vacancies. If a vacancy occurs on the executive board of directors, the executive board may fill the vacancy from the members of the organization, subject to the requirements set forth in Section 4.2, by the affirmative vote of the two-thirds (2/3) of the members present at the meeting in which the vote is taken. If an executive director resigns effective at a specific later date, the executive board may fill the vacancy, before the vacancy occurs, but the new member of the executive board may not take office until the vacancy actually occurs. Advisory board of director vacancies. If a vacancy occurs on the advisory board of directors, the executive board may fill the vacancy from the members of the organization subject to the requirements of Section 4.2(b).
Section 4.9 Regular Meetings of the Executive Board of Directors
The executive board of directors shall hold a regular meeting immediately following the first semester membership meeting. No notice of the meeting other than this bylaw is required. The executive board of directors may provide, by resolution, the date, time, and place of additional meetings which shall be on the main campus of The University of Montana.
Section 4.10 Executive Board of Directors Quorum
A majority number
of executive board directors shall constitute a quorum for the transaction
of business at any board meeting.Section 4.7 Special duties of the
Executive Board of Directors Members of the executive board of directors
shall be responsible for lobbying the Associated Students of The University
of Montana (ASUM) appropriations committee.
Members of the executive board of directors shall be responsible for
preparing and submitting a budget to ASUM by the prescribed date.
The budget request shall address minimum spending criteria for mailing
costs, advertising expenses, office supply purchases, travel expenditures,
work-study employee, and other costs deemed necessary.
Article V
Section 5.1 Limitations of Director's Liability
A member of the executive board of directors, or a director of the organization shall not be liable to the organization or its members for monetary damages for breach of a director's duties to the organization or its members, except for
(a) breaches of the director's duty of loyalty to the organization or its members,
(b) acts or omissions not in good faith or that involve intentional conduct or a knowing violation of the law,
(c) transactions from which a director derived an improper economic benefit or
(d) conflict of interest transactions, loans or guarantees for directors or unlawful distributions.
Article VI
Section 6.1 Amendments.
(a) General. An amendment (including adding and replacing sections) to the organization's bylaws must be approved by two-thirds of the members of the organization except the executive board of directors may approve amendments if the amendment does not relate to the number of directors, composition of the board, the term of office of directors, or the method by which the directors are elected or selected, or the method for amending these bylaws.
(b) Notice of Meeting to Vote Amendment. If the members of the executive board of directors, directors, or the members seek to have the amendment approved by the members at a membership meeting, the executive board of directors shall give written notice to the organization members of the proposed membership meeting in accordance with section 3.1(i). The notice must state the purpose, or one of the purposes, of the meeting is to consider the proposed amendment and must contain or be accompanied by a copy or summary of the amendment.
(c) Approval of Amendment by Written Consent or Written Ballot. If the executive board of directors, directors, or the members seek to have the amendment approved by the members by written consent or by written ballot, the material soliciting the approval must contain or be accompanied by a copy or summary of the amendmen
DATED: June 22, 2001
Signed:
Travis Hoffman
ADSUM President