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BYLAWSof the

Mississippi Association of the DeafOrganized 1894 ***Incorporated 1973Affiliated with the National Association of the DeafRevised June 2011

ARTICLE I- NAMEArticle I - Section 1 - Name1.1 This organization shall be known as the Mississippi Association of the Deaf, Inc. hereinafterknown as the "Association" or "MAD".Article I - Section 2 -Incorporation2.1 This Association shall be incorporated under and in compliance with the laws of the State ofMississippi, and is organized as a Non-Profit organization and shall cany the objects and

purposes as specified in the Bylaws.2.2 This association shall be organized exclusively for charitable, educational, advocacy, and socialpurposes within the means of Section 50l(c)(3) of the United States Internal Revenue Code.2.3 Notwithstanding any other provisions of these articles, this Association shall cany on any otheractivities not permitted to be carried on:2.3.1 by a corporation exempt from Federal Income Tax under Section 50l(c)(3) of the United StatesInternal Revenue Code of 1954 (or the corresponding provisions of any further United StatesInternal Revenue Law) or2.3.2 by a corporation, contribution to which are deductible under Section 170(c)(2) of the UnitedStates and the Internal Revenue Code of 1954 (or the corresponding provisions of any furtherUnited States Internal Revenue Law).Article I - Section 3 -National Affiliation3.1 The association shall be a cooperating member of the National Association of the Deaf (NAD)meeting all of its obligations including payment of annual fees as set by the NAD, and sendingto the national conferences the maximum number of delegates to which it is entitled, providing

the Board of Directors finds this financially feasible. -ARTICLE II- OBJECT

Article II - Section 1 -Mission Statement1.1 The purpose of MAD is to unite the Deaf community into a statewide association with asupport system of services to as sure Deaf Mississippians equal access to social. cultural,educational, economics, spiritual, and communications venues.

ARTICLE III- SCOPE OF FINANCIAL ACTIVITIESArticle III- Section 1 -Definitions and Purpose of Financial Activity1.1 This organization may solicit, receive, and hold money and property by gift, contribution;bequest, devise, or otherwise and such property may be sold and converted into cash for the

operation and maintenance of said organization.

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1.2 This organizat ion may, in any legal manner, acquire, hold, own, sell, lease, encumber, andotherwise dispose of all kinds of property, real and personal.

1.3 This organization may borrow money , incur indebtedness by mortgage deed of trust, pledge, orotherwise.

1.4 This organization may invest funds received, as well as the income from other property, for theoperation and maintenance of said organization.1.5 This foregoing section 1.1 , 1.2, 1.3, and 1.4 in Article III , in whole or in part shall govern only

in consistent with and not in violation of laws of the State of Mississippi or of the UnitedStates.

Article III - Section 2 - Association General Funds2.1 All funds of the association shall be placed in the association' s general fund to be deposited

with one (1 ) national bank (insured by F.D.I.C.) in an interest-bearing account, either achecking account, a saving account, and/or certificate of deposit.

ARTICLE IV -MEMBERSHIPArticle IV - Section 1 -Classification of Membership1.1 Membership in the organization shall be in two (2) classifications: Active and Associate.1.2 Membership, both active and associate shall be granted to all residents and former residents of

Mississippi without regards to race , color, creed, disability or national origin.Article IV - Section 2 - Active Membership2.1 Membership shall be deaf/hard of hearing people that reside in the state of Mississippi and

having paid their required dues.2.2 Members are granted membersh ip with the Mississippi Association of the Deaf.2.3 Members shall have the privilege of the floor at the conference of the association, shall vote on

all motions, and nominations during business meetings.2.4 Deaf/hard of hearing residents of Mississippi may serve in elected office, and may benominated and/or elected for office in the association.

Article IV- Section 3 - Associate Membership3.1 Membership shall be deaf/hard of hearing people that live out of state and having paid their

required dues.3.2 Membership shall be hearing people that reside in or out of state and having paid their required

dues.3,3 Members shall have all rights and privilege of active membership with the exception ofholding

office and serving on committees .Article IV- Section 4 -Determination o f Membership Dues4 .1 Membership dues shall be paid on a bi-annual basis .4.2 The amount of dues shall be regulated by the Board of Directors .Article IV- Section 5 - Procedures for Payment of Dues5.1 Dues shall be paid to the association treasurer unless otherwise noted; the conference

cornn1ittee has a designated person to collect dues at the conferences of the association.5.2 The dues collected at the conference shall be turned over to the association treasurer.

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Article IV- Section 6 -Dues in Arrears6.1 No member shall be entitled to the privileges of association member whose dues are in arrears.

ARTICLE V- OFFICERSArticle V- Section 1 -Officers1.1 The elected officers of the association shall be a President, Vice President, Secretary,Treasurer, and three (3) Board-at-Large members.Article V - Section 2 - Election of Officers2.1 The officers of the association shall be elected with written ballot or a show of hands by amajority vote of active members assembled in the business meeting during the conference.Article V- Section 3 -Limitations of Terms3.1 The terms for each elected office shall be for two (2) years.3.2 There shall be two (2) consecutive term limits for any one office.3.3 In the event no one runs for any of the four (4) positions; the Board of Directors shall appoint amember to serve in such office(s ).Article V - Section 4 - Transition of Officers4.1 Transition of present officers and newly elected officers shall take place within sixty (60) daysafter the adjournment of the biennial conference.4.2 The following oath shall be administered by the retiring President or other active members ofthe association."I solemnly promise to observe and uphold the Bylaws of the association and I will, at alltimes, pe1jorm the duties ofmy office to the best o fmy ability, so help me, God. "Article V- Section 5 -Vacancies and Resignations5.1 In the event of vacancy due to illness or death and/or resignation, the President shall beempowered to choose a qualified member of the association to fill in the vacancy, subject to theapproval of the Board of Directors. 5.2 In the event of a resignation, formal notice shall be submitted to the President in writing.5.3 In the event of the President vacates his/her office due to illness or death and/or resigns, theVice-President shall serve as President for the remainder of the president's term.5.4 In the event the President resigns, formal notice shall be submitted to the secretary in writing.Article V- Section 6 - Qualifications6.1 No member shall be elected to office unless he/she has been a resident of Mississippi and amember of MAD for at least two (2) years preceding his/her election and has attended theprevious conference.6.2 A request for exemption to Article V, Section 6.1 shall be made to the full Board of Directorsat the last meeting prior to the biennial conference. Approval for exemption of the minimumqualification will require a two-thirds (2 /3) vote of the full board.Article V - Section 7 - Compensation7.1 Elected officers of the association shall not receive a salary.

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7.2 The officers shall be reimbursed for necessary expenses incuned in the perfom1ance of theirduties .

7.3 The officers shall submit receipts of their expenses to the treasurer for reimbursement.

Article V - Section 8 -Duties of Officers8.1 President - The President shall preside at all meetings of the association and of the Board ofDirectors . The President shall appoint two (2) Sergeant-at-Arms, chairpersons of each standingand other committees, EXCEPT for the Finance Committee.

8.2 Vice President- The Vice President shall serve at any time the President is unable to serve, orwhen the office of the President becomes vacant.

8.3 Secretary - The Secretary shall keep a record of all proceedings of the minutes of theconference of the association and the Board ofDirectors' meetings.

8.4 Treasurer - The Treasurer shall have charge of all monies belonging to the association andsubmit a financial report to be audited at every Board of Directors' meetings and after eachconference.

8.5 Board-at-Large- The three (3 ) elected members to the Board-at-Large shall reside in one of thethree regions of the State of Mississippi (North, Central and South). They shall serve asliaisons/representatives to their respective areas.

8.6 The detailed duties and responsibilities of the officers are defined in the MAD Policy Manualunder "Duties ofOfficers" .

ARTICLE VI- BOARD OF DIRECTORSArticle VI - Section 1 - Composition1.1 The Board of Directors shall consist of the president, vice-president, secretary, treasurer, three

E3) Board-at-Large members and the chapter presidents.1.2 The Board of Directors shall consist of representatives from affiliated organizations of MAD to

serve on the Board of Directors.Article VI- Section 2 - General Duties2.1 The Board of Directors shall be responsible for the general management of the affairs of the

association, as expressed by resolutions or otherwise, between biennial conferences. The Boardof Directors shall have the power to fill Board vacancies (except for the office of the President)as they_may occur between biennial conferences, and to appropriate money within theconstraints of the biennial budget as approved by members at the conference. The detailedresponsibilities and authority of the Board of Directors are defined in the MAD Policy Manualunder "Board ofDirectors".

Article VI - Section 3 -Absences from Board of Directors3 1 I f a member of the Board of Directors has three (3) unexcused absences per term from the

meetings of the Board of Directors, he/she will be removed from the Board of Directors andappropriate action shall be taken to replace him/her.

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ARTICLE VII- MEETINGSArticle VII - Section 1 - Association Meetings1.1 Association meetings (conferences) shall be held every two years . n June (Article VIII,

Conferences). However, the Board of Directors shall have the power to call a special meetingof the association whenever fifteen (15) or more of the active members make a petition for such1.21.2.11.2.21.2.31.2.41.2.51.2.61.2.71.2.81.2.91.2.101.2.111.2.121.2.131.2.141.2.15

a meeting.The recommended order of business for association meetings shall be:Call to OrderInvocationPledge of AllegianceSong of "Mississippi"Conference Chairperson's Welcome

.Approval of Last Biennial Conference MinutesReports of OfficersReports of CommitteesUnfinished BusinessNew BusinessAmendments to the BylawsConference BidsElection of OfficersAnnouncementsAdjournment(This order of business may be suspended by the Association for any extraordinary purpose bytwo-thirds (2 /3) vote of the active members in attendance and voting.)

Article VII - Section 2 - Board of Directors Meetings2.1 The Board of Directors shall hold at least 4 regular meetings a year.2.2 The association President shall be the presiding officer and shall have the power to call ameeting ofthe Board of Directors.2.3 The association Secretary shall notify each member of the Board of Directors at least a week inadvance, specifying the time and place of any forthcoming meeting.Article VII - Section 3 - Quorum and Majority Vote3.1 A quorum for conducting business at the association meetings shall consist of one-third (113) ofthe active members registered for the conference.3.2 A majority (more than half) of Board of Directors shall constitute a quorum for Board ofDirectors meeting.3.3 In all matters of business affecting the association , a majority vote shall be decisive.

ARTICLE VIII - CONFERENCESArticle VIII- Section 1 - Schedule and Location1.1 Biennial conference of the association shall be held every two (2) years during the odd

numbered years in June.1.2 The date and location of the conference of the association shall be determined by the

conference chairperson, subject to the approval of the Board of Directors .

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1.3 In the event of an emergency and/or due to unexpected circumstances, the Board of Directorsshall be authorized to change the date and/or location of the conference of the association,providing that the decision is in the best interest of the association.

1.4 The detailed responsibilities of chairperson and committee are defined in the MAD PolicyManual under "Conference".

Article VIII- Section 2 - Conference Bids2.1 Chapters shall make a formal bid to host the next biennial conference on the conference floor

when the meeting is in session.2.2 The right to host the next biennial conference shall be awarded to a chapter who wins by a

majority vote of all the members assembled at the business meeting of the conference of theassociation.

2.3 I f there is no bid by chapters to host the next biennial conference, then the MAD Board ofDirectors shall assume the responsibility for hosting the conference.

ARTICLE IX- COMMITTEESArticle IX- Section 1 -Standing Committees1.1 Standing Committees of the Association shall consist of the following:1.1.1 Law1.1.2 Finance1.1.3 Legislative1.1.4 Resolution1.1.5 Necrology1.1.6 Awards1.1. 7 Hall of Fame1.1. 8 Mississippi Deaf Cultural MuseumArticle IX - Section 2 - Special Committees2.1 Special committee or any ad-hoc committees may be established anytime as deemed necessary

by the President or the Board of Directors. The commission term of each special or ad-hoccommittee shall expire at conclusion of the next biennial conference unless extended by theBoard ofDirectors.

Article IX - Section 3 - Committee Chairs3.1 Committee chairs (except for Finance Committee) shall be appointed by the President and the

committee members to be appointed by the committee chairs . The Finance Committee shall beelected by the members during the biennial conference and the chair shall be chosen by theauditors. Each committee chair's tem1 shall expire at the conclusion of the biennial conference ,if not otherwise terminated earlier or reappointed by the President. The duties andresponsibilities of each committee chair and members are defined in the MAD Policy Manualunder "Standing Committee".

ARTICLE X - APPOINTED OFFICERS AND REPRESENTATIVESArticle X- Section 1 -Appointed Officers and Representatives1.1 Appointed officers and representatives of the Association shall consist of the following:

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1.3 In the event of an emergency and/or due to unexpected circumstances, the Board of Directorsshall be authorized to change the date and/or location of the conference of the association,providing that the decision is in the best interest of the association.

1.4 The detailed responsibilities of chairperson and committee are defined in the MAD PolicyManual under "Conference".

Article VIII- Section 2 - Conference Bids2.1 Chapters shall make a fonnal bid to host the next biennial conference on the conference floor

when the meeting is in session.2.2 The right to host the next biennial conference shall be awarded to a chapter who wins by a

majority vote of all the members assembled at the business meeting of the conference of theassociation.

2.3 If there is no bid by chapters to host the next biennial conference, then the MAD Board of. Directors shall assume the responsibility for hosting the conference.

ARTICLE IX- COMMITTEESArticle IX- Section 1 - Standing Committees1.1 Standing Committees of the Association shall consist of the following:1.1.1 Law1.1.2 Finance1.1.3 Legislative1.1.4 Resolution1.1.5 Necrology1.1.6 Awards1.1.7 Hall ofFame1.1.8 Mississippi Deaf Cultural MuseumArticle IX- Section 2 - Special Committees2.1 Special committee or any ad-hoc committees may be established anytime as deemed necessary

by the President or the Board of Directors. The commission term of each special or ad-hoccommittee shall expire at conclusion of the next biennial conference unless extended by theBoard of Directors.

Article IX - Section 3 - Committee Chairs3.1 Committee chairs (except for Finance Committee) shall be appointed by the President and the

committee members to be appointed by the committee chairs. The Finance Committee shall beelected by the members during the biennial conference and the chair shall be chosen by theauditors. Each committee chair's tem1 shall expire at the conclusion of the biennial conference,if not otherwise terminated earlier or reappointed by the President. The duties andresponsibilities of each committee chair and members are defmed in the MAD Policy Manualunder "Standing Committee".

ARTICLE X - APPOINTED OFFICERS AND REPRESENTATIVESArticle X - Section 1 -Appointed Officers and Representatives1.1 Appointed officers and representatives of the Association shall consist of the following:

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1.1.1 Parliamentarian1.1.2 Sergeant-at-Arms1.1.3 Public Relations Person1.1.4 Newsletter Editor1.1.5 NAD Conference DelegatesArticle X - Section 2 -Duties and Responsibilities2.1 The duties and responsibilities of the appointed officers and representatives are defined in theMAD Policy Manual under "Appointed Officers and Representatives".

ARTICLE XI- CHAPTERSArticle XI- Section 1 - Establishment1.1 . Chapters may be formed in any city or county of the state where eight (8) or more eligible

members of the parent association, petition of the Board of Directors for the establishment of achapter.1.2 No' chapter shall be legally formed until presented with a chapter signed by the associationPresident and association Secretary and affixed with the seal of the association.1.3 A chapter established in a large city or county may include in its membership persons residingin nearby smaller communities where there are not enough members to have a separate chapter.Article XI - Section 2 - Responsibilities2.1 The bylaws ofchapter(s) must be consistent with the bylaws ofthe parent association.2.2 Each chapter shall elect a President, Vice-President, Secretary and Treasurer. Chapter(s) ISencouraged to recognize active members of the parent association for elected office.2.3 Chapter(s) is encouraged to elect new officers within sixty (60) days following the adjournment

of the biennial conference and submit to the Board of Directors the names of the new chapterofficers along with their addresses and telephone numbers.2.4 Each chapter shall decide its own chapter membership dues, but the dues shall not exceed thoseof the parent association.

2.5 Under no circumstance shall the parent association be responsible for the obligations arisingfrom any debts or contracts of any nature of any chapter(s).ARTICLE XII- AFFILIATES

Article XII- Section 1 - Eligibility1.1 Affiliate status may be conferred upon any organization of the deaf that desires to retain itsorganization identity and independent status, but wishes to become a contributor to andsupporter of the association.1.2 Affiliate status may be conferred by a majority vote of the Board of Directors.1.3 Organizations of the deaf wishing to become affiliates of the association must complete apetition for such status and submit it to the Board of Directors .Article XII- Section 2 - Use of term "Affiliate"2.1 The phrase "affiliate with Mississippi Association of the Deaf, Inc.'' may be incorporated intothe official name of the deaf organization.

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2.2 It may be used on all its documents , stationary, etc. , if they desire to do so after their affiliatedstatus has been approved.

ARTICLE XIII- PARLIAMENTARY AUTHORITYArticle XIII - Section 1 - Robert's Rules of Order1.1 Unless otherwise provided in these bylaws, Robert's Rules of Order Newly Revised, current

edition, shall be the parliamentary authority of the association.ARTICLE XIV - AMENDMENTS

Article XIV - Section 1 - Amendments to Bylaws1.1 Amendments to these bylaws shall occur by a two-thirds (2 /3) vote of the active members in

attendance and voting. The amendments are to be submitted in writing to the chairperson of theLaw Committee no later than eight (8) weeks prior to conference of the association. Theamendments shall take effect immediately upon adoption after the conference. The detailedprocedures of the amendments to the bylaws are defined in the MAD Policy Manual under"Amendments to MAD Bylaws".

ARTICLE XV- DISSOLUTIONArticle XV - Section 1 - Dissolution of Association1.1 In the event of dissolution, the assets, after clearing the outstanding debts shall not bedistributed among members, officers, or any private persons, except that this Association shallbe authorized and empowered to pay reasonable compensation that is being owed. .1.2 After all tangible assets are being disposed of, all assets shall be turned over to the National

Association of the Deaf, Inc., to be held in a trust fund for a period of five (5) years.1.3 After the five (5) year period, the trust shall become the sole property of the NationalAssociation of the Deaf, Inc. providing it is eligible as the tax exempt organization as describedin the Section 50l(c)(3) of the United States Internal Revenue Code of 1954 (or the

corresponding provision of any future United States Revenue Law).1.4 In the event of a revival of this Association, after being in existence of two (2) years ; it shall beeligible to retrieve the trust fund from the National Association of the Deaf. Any incomeaccrued from the said trust shall be retained by the National Association of the Deaf.

Article XV- Section 2 - Dissolution of Chapter(s)2.1 In case of the dissolution of any chapter, its chapter, all funds and records, etc. shall be turnedover to the association within sixty (60) days .

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