The date of the regular annual meeting shall be set by the Board of Directors
who shall also set the time and place.
Section 2: Notice.
Notice of each meeting shall be given to each voting member, by mail or
via e-mail, not less than ten days before the meeting.
The Board is responsible for overall policy and direction of the
Council, and delegates responsibility for day-to-day operations to the Council
Director and committees. The Board shall have up to ten (10) and not fewer than
three (3) members. The Board receives no compensation other than reasonable
Section 2: Meetings.
The Board shall meet at least quarterly, at an agreed upon time and place.
Section 3: Board Elections.
Election of new directors or election of current directors to a second term
will occur as the first item of business at the annual meeting of the
corporation. Directors will be elected by a majority vote of the current
Section 4: Terms.
All Board members shall serve two (2) year terms, but are eligible for
re-election. The terms of the Board members shall be staggered as to provide
continuity among the Board. The year of re-election for the original Board
members shall be set forth at the first organizational meeting of the Board.
Section 5: Quorum.
A quorum must be attended by at least 60 percent of the Board members
before business can be transacted or motions made or passed.
Section 6: Notice.
An official Board meeting requires that each Board member have written or
email notice ten days in advance.
Section 7: Vacancies.
When a vacancy on the Board exists, nominations for new members may be
received from present Board members by the Secretary two weeks in advance of a
Board meeting. These nominations shall be send out to Board members with the
regular Board meeting announcement, to be voted upon at the next Board meeting.
These vacancies will be filled only to the end of the particular Board member's
Section 8: Resignation, Termination and Absences.
Resignation from the Board must be in writing and received by the Secretary.
A Board member shall be dropped for excess absences from the Board if s/he has
three unexcused absences from Board meetings in a year. A Board member may be
removed for other reasons by a three-fourths vote of the remaining directors.
There shall be three officers of the NCAPD, consisting of a President, Vice
President and a Secretary/Treasurer, each whom shall be elected by the Board of
Directors. Other officers and assistant officers, as may be deemed necessary,
may be elected or appointed by the Board of Directors from time to time.
Section 2: Election and Term of Office.
The officers of the NCAPD shall be elected annually by the Board of Directors
at the annual meeting of the Board of Directors. If the election of the officers
shall not be held at the meeting of the Board of Directors annually, such
election shall be held as soon thereafter as conveniently possible. Each officer
shall hold office until his or her successor shall have been duly elected and
shall have qualified or until his or her death or until he or she shall resign
or shall have been removed in the manner hereinafter provided.
Section 3: Removal.
Any officer or agent may be removed by the Board of Directors whenever,
in its judgment, the best interests of the NCAPD will be served thereby. Such
removal shall be without prejudice to the contract rights, if any, of the person
so removed. Election or appointment of an officer shall not of itself create
Section 4: Vacancies.
A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by the Board of Directors for the
unexpired portion of the term.
Section 5: President.
The President shall be the principal executive officer of the corporation and , subject to the control of the Board of directors, shall supervise and control all of the business and affairs of the corporation. He or she shall, when present, preside at all of meetings of the Board of Directors. He or she may sign, with the Secretary or any other proper officer of the corporation thereunto authorized by the Board of Directors, deeds, mortgages, bonds, contracts or other instruments that the Board of Directors has been authorized to be executed. In general, the President shall perform all duties incident to the office of the President and such of the duties as may be prescribed by the Board of Directors from time to time.
Section 6: Vice President.
In the absence of the President or in the event of his or her death, inability or refusal to act, the Vice President shall perform the duties of the President and , when so acting, shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned by the President or by the Board.
Section 7: Secretary/Treasurer.
The Secretary shall be responsible for keeping records of Board actions,
including overseeing the taking of minutes at all board meetings, sending out
meeting announcements, distributing copies of minutes and the agenda to each
Board members, and assuring that corporate records are maintained.
The Treasurer shall be elected by the Board and shall make a report at each Board meeting. Treasurer shall chair the finance committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public.
The position of Secretary/Treasurer may be separated to create two separate positions at a later point in time if deemed necessary by the Board of Directors.
Section 8: Salaries.
The salaries of the officers shall be fixed form time to time by the Board of
Directors, and no officer shall be prevented from receiving such salary by
reason of the fact that he or she is also a Director of the NCAPD.
The Board may create committees as needed, such as fundraising, housing, etc.
The Board Chair appoints all committee chairs.
Section 2: Executive Committee.
The three officers serve as the members of the Executive Committee. Except
for the power to amend the Articles of Incorporation and Bylaws, 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: Finance Committee.
The Treasurer is chair of the Finance Committee, which shall include at least
one Board member. The Finance Committee is responsible for developing and
reviewing fiscal procedures, a fundraising plan, and annual budget with staff
and other Board members. The Board must approve the budget, and all expenditures
must be within the budget. Any major change in the budget must be approved by
the Board or the Executive Committee. The fiscal year shall be the calendar
year. Annual reports are required to be submitted to the Board showing income,
expenditures and pending income. The financial records of the organization are
public information and shall be made available to the membership, Board members
and the public.
Section 1. Contracts.
The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the NCAPD. Such authority may be general or confined to specific instances.
Section 2. Loans.
No loans shall be contracted on behalf of the NCAPD and no evidence of indebtedness shall be issued in its name and unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.
Section 3. Checks, Drafts, etc.
All checks, drafts or other orders for the payment of money, notes or other evidence of indebtedness issued in the name of the NCAPD, shall be signed by such officer or officers, agent or agents, of the NCAPD and in such manner as shall from time to time be determined by resolution of the Board of Directors.
Section 4. Deposits.
All funds of the NCAPD not otherwise employed shall be deposited from time to time to the credit of the NCAPD in such banks, trust companies or other depositories as the Board of Directors may select.
The dues of the NCAPD shall be set by the Board of Directors and shall be payable annually.
These Bylaws may be amended when necessary by a two-thirds majority of the
Board of Directors. Proposed amendments must be submitted to the Secretary
to be sent out with regular Board announcements.
These Bylaws were approved at a meeting of the Board of Directors of The National Coalition on Auditory Processing Disorders, Inc. on September 26, 2000.