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To The Membership

The Board of Directors of the Autism Society of Delaware voted in December to end our affiliation with the Autism Society of America, effective March 31, 2008. We have notified ASA of that decision.

The primary reason for this decision is that ASD wants to be able to ally itself with various national autism organizations on different issues and we feel we can best do that as a free-standing organization that is not identified with just one national organization. This means we will continue to support ASA initiatives and stands, but we may also support other organization's initiatives and stands as well. We are not considering becoming an affiliate of any other national organization at the present time.

ASD is a 501(c) (3) non-profit organization. We will maintain our name and logo so there will be no substantive changes for our members at this time. Those of you who are members have actually joined the Autism Society of America. Membership in ASD has been a "bonus" to that membership with no separate dues. That will remain the same through March 31, 2008. We are currently looking at potential membership guidelines and will make announcements prior to the March date. We will also honor all memberships made over the past 12 months to ASA and advise you as we always have about renewal.

We are also in the process of revising our bylaws and asking members to vote on those revisions in January and February. You can find a brief summary in the January edition of The Sun. It has not yet been mailed, but it is online.

Please feel free to send any questions my way, and to maintain your membership in ASA as well as ASD and other autism organizations.

Theda M. Ellis, MBA, M.Ed.
Executive Director
Autism Society of Delaware
The Voice of Autism in Delaware
5572 Kirkwood Highway
Wilmington
, DE 19808
(302) 472-2638
(302) 472-2640 fax

 

DRAFT DECEMBER 2007

 

BYLAWS

of the

AUTISM SOCIETY OF DELAWARE,

 

1.  MEMBERSHIP ASSOCIATION

The Autism Society of Delaware (the “ASD" or the "Chapter") shall be a membership association established as the state autism society for the State of Delaware.

2.  PURPOSES

The purposes of the ASD are:

              A.    to promote and advocate for the general welfare of persons with autism;

      B.    to further the advancement of all ameliorative and preventive study, research, therapy, care, and cure of persons with autism;

      C.    to develop a better understanding of the issues of persons with autism by the public in Delaware;

      D.    to promote the education and training of persons with autism and to foster the development of integrated care on their behalf;

      E.    to promote the establishment of adequate diagnostic, therapeutic, educational, and recreational facilities for persons with autism;

      F.     to further the education and training of parents and professional personnel for training, educating, and caring for persons with autism;

      G.    to serve as a clearing house for gathering and disseminating information regarding persons with autism; and

H.        to solicit and receive funds for the accomplishment of the above purposes, and

I.           to provide services to the Delaware autism community.

3.  MEMBERSHIP

3.1.      Eligibility. Any person who is a citizen of the State of Delaware or participates in activities relating to the autism community in the State of Delaware shall be eligible for membership in the ASD.

3.2.      Admission to Membership. Any eligible person may be admitted to membership in the ASD, upon proper application and payment of the current Chapter dues.

3.3.      Classes of Members. There shall be four classes of members in the ASD (“Members”) as follows:

            A.        Individual Member;

            B.         Family Member (immediate family limited to two voting individuals);

            C.         Agency/Organization Member;

            D.        Student Member,

3.4.      Dues. The Board of Directors shall set the dues, if any, for each class of Members. The Board of Directors shall also determine the due date and method of collection of dues. The Board may also set a subscription fee for the ASD's newsletter for nonmembers.

3.5.      Suspension of Membership. Failure to pay dues within 45 days of the due date will result in suspension of membership.

3.6.      Revocation of Membership. For just cause, the Board of Directors may provisionally revoke the ASD membership of a Member effective 30 days from the date of the decision. Within two days of the decision, the Secretary shall give the affected Member written notice of the decision and the reasons therefore. The affected Member may submit a written response to the Secretary. After consideration of the written response, a final decision shall be made by the Board of the Directors. The affected Member's written statement shall be appended to the minutes of the meeting at which revocation is decided. The affected Member may be reinstated by the Board of Directors upon receipt of a written request for reconsideration that contains additional information.

4.  MEETINGS OF MEMBERS

4.1.      Annual Meeting. An annual meeting of the Members shall be held at a time and location within Delaware determined by the Board of Directors. The President shall make a report to the membership, and a financial report shall be available for inspection and discussion. Members may call for items to be placed on the agenda by advising the President or Secretary at least two weeks before the meeting. Other items may be taken up from the floor after advance agenda items have been addressed.

4.2.      Special Meetings. Special meetings of the Members may be called by the President or a majority of the Board of Directors and must be called by the President upon written request of one fifth of the Members.

4.3.      Regular Meetings. Regular meetings of the Members may be held at such times and places within Delaware as the Members or the Board of Directors may determine.

4.4.      Notice of Meetings. Notice of the purpose, time, and place of the annual and special meetings of the Members shall be given by the Secretary to all Members. Such notice shall be provided to the Members not less than 60 days nor more than 90 days prior to the annual meeting and not less than 14 days prior to special meetings. Notice may be made by U.S. Mail, by electronic mail or facsimile transmission.

4.5.      Quorum.  Except as provided in section 9.2 below, a quorum for the annual meeting, and any other meeting of the Members, shall consist of ten Members or one fifth of all Members, whichever is less.

4.6.      Voting.

            A.    Each Member shall be eligible to vote and entitled to one vote. Members in the Family Membership class shall be entitled to a maximum of two votes, and each shall be counted for purposes of establishing a quorum.

           

            B.    If a quorum is present at any meeting, a majority of the Members present and voting shall decide any question unless otherwise provided by law or these bylaws. In the absence of a quorum, a majority of the Members present may vote to adjourn a meeting.

4.7.      Authority. Except where inconsistent with these bylaws or the laws of the State of Delaware, meetings of the Members shall be conducted in accordance with Robert's Rules of Order (latest revision).

 

5.  OFFICERS

5.1.      Number. The Officers of the ASD shall be the President, Vice President, Secretary, and Treasurer.

5.2.      Election and Tenure. The Officers of the Board of Directors as noted in section 5.1 sha11 be elected biennially by the Board of Directors during the month following the board elections on odd calendar years. Each Officer shall hold office for two years and until his or her successor is elected and qualified. Each Officer may serve no more than two consecutive terms in a single office.

5.3.      President. The President shall preside at all meetings of the ASD and the Board of Directors. The President shall have general responsibility for the activities of the ASD and the powers and duties usually associated with the office of the President, and shall have such powers and perform such other duties as may be prescribed by these bylaws. The President shall be a member of all committees and shall exercise general supervision over their work in order to assure the most effective operation of the ASD. The President shall, with the advice of the members and consent of the Board of Directors, appoint the chairpersons and members of all special and standing committees. The President shall present a progress report of the prior year's activities at the ASD's annual meeting.

5.4.      Vice President. The Vice President shall assist the President in the performance of his or her duties and shall assume such other duties as are assigned by the President and approved by the Members. In the absence of the President, the Vice-President shall assume the duties of the President and shall preside at the meetings of the ASD and Board of Directors. If the President resigns or becomes unable to serve, the Vice President shall succeed to the office of President for the remainder of the President's term.

5.5.      Secretary. The Secretary shall keep an accurate record of the annual meetings of the Members and the meetings of the Board of Directors. The Secretary shall ensure proper record keeping by the Director and staff of ASD for all books and records. The Secretary shall periodically review a current list of ASD members and provide a status report to the ASD Board at least once each year.

5.6.      Treasurer. The Treasurer shall be responsible for the financial records of the ASD, shall chair the Finance Committee, and shall assist the President and Director with the preparation of the annual budget.

5.7.      Vacancies. If an Officer or any member of the Board of Directors dies, resigns, loses membership in the ASD, becomes physically unable to carry out the duties of the office, vacates the office, or is removed, the remaining members of the Board will elect a person to succeed him or her for the duration of his or her term. This process shall take place within sixty days and by a majority vote governed by quorum requirements of the Board of Directors.

5.8.      Removal. An Officer may be removed from office with or without cause by a majority vote of the ASD Members. An Officer may be removed with cause only after reasonable notice and an opportunity to be heard.

 

6. BOARD OF DIRECTORS

6.1.            Composition. The Board of Directors shall consist of fifteen members of which eleven are elected by membership and four are appointed by elected board members.  The members will be “at-large” subject to the following conditions:

·         There must be one member from each of the three Delaware counties,

·         at least three members must be women,

·         at least three members must be men,

·         at least one member must have an autistic child and/or dependent under the age of 21,

·         at least one member must have an autistic offspring and/or dependent over the age of 21,

·         at least one member must be a person who has Aspergers or some one who has a family member or dependent with Aspergers.

·         4 shall be appointed by the elected board members.

The ASD Executive Committee – The executive committee shall consist of the President, Vice-President, the Treasurer and the Secretary.  Executive Committee membership shall be determined by majority vote of the Board of Directors in the month following Board of Director election in the applicable years.

The “Productive opportunities for Work & Recreation” (POW&R) Executive Committee – POW&R is an adult service program for adults with disabilities with autism seeking a fuller life including broad work and recreational activities. POW&R shall have its own executive committee of five Members of the Board of Directors that shall report to the ASD Board of Directors. One of the five POW&R Executive Committee Members shall be the Chairperson and one shall be the Secretary. The Chairperson is responsible for setting and conducting meetings, determining the oversight plans of the POW&R Executive Committee and for reporting periodically to the ASD Board of Directors.  The POW&R Secretary shall take minutes of the POW&R Executive Committee meetings.

6.2.            Election of Board of Directors – Board Members shall serve a term of five years with two positions on the board fulfilling their terms in each of the first four years beginning in 2005 and three positions fulfilling their term the fifth year. The cycle shall repeat itself in out years.

6.2.1.      Board Eligibility - To be eligible for election to the board, an individual must meet the following criterion: be a member in good standing of ASD, be generally available to attend at least 9 of 12 regularly scheduled meetings, agree to the financial obligation of Board Members to ASD as set by the Board of Directors in a given year, have an interest and passion for issues relating to autism in the State of Delaware and must agree to serve if elected.

6.2.2.      Nominations - Members shall nominate for election before each annual meeting of the Members as many persons as they deem appropriate to fill the two or three openings for Member, Board of Directors as defined in section 6.2.  All nominations must be received by the Secretary of the ASD Board at least sixty (60) days prior to the annual Member meeting.

6.2.3.      Board of Director Election Voting - Votes will be collected at the annual Membership Meeting.  Voting will take place by ballot during that meeting and absentee ballots will be accepted by those not present subject to the voting provision outlined in section 4.6.  Additionally, all members will be presented with an opportunity to vote in absentia and will also be allowed to transfer their voting rights to the existing Board of Directors through the use of proxy.

6.2.4.      Notice of Elections – Members will be notified of the election of Board Members and their options outlined in section 6.2.2 at least thirty (90) days in advance of an election.  Notice may be made by U.S. Mail or, if a Member so elects, by electronic mail or facsimile transmission.

6.2.5.      Appointment to the Board of Directors – Whenever a vacancy exists for appointed Board Members, the elected Board Members shall use a deliberate process to determine those individuals who will become appointed Board Members.  Appointment to the Board shall be for a period of time determined by the elected Board Members.  Appointed Board Members shall have all the rights that elected Board Members have for the tenure of their appointment with the exception of being able to vote for other Board Appointees and are subject to all the provisions set forth by 6.2.1.

6.3.            Powers. When deemed appropriate by a majority of the members of the Board of Directors, it shall exercise any and all powers of the Members between meetings of the Members, provided that the Board of Directors may not amend these bylaws. All decisions of the Board of Directors shall be reflected in the minutes of Board of Director meetings and sha1l be subject to approval, revision, or alteration before acceptance by the Board of Directors.  Additionally, the Board of Directors shall approve by voice vote ASD’s strategic plan, operating decisions and budgetary/financial decisions so as to sustain the operation of ASD as a continuing not for profit concern.  All decisions are subject to Board of Director quorum requirements and shall be reflected in the meetings minutes.

6.3.      Meetings. Meetings of the Board of Directors may be called by the President and must be called at the request of six members of the Board of Directors. Notice of every meeting shall be given to each member of the Board of Directors in writing or by electronic mail at least seven days prior to the meeting, provided that any member may waive this notice requirement as to himself or herself. Meetings of the Board of Directors may take place by telephone conference call.

6.4.      Quorum. A majority of the Board of Directors shall constitute a quorum subject to the following requirement that at least one member from each of two different counties in the State of Delaware must be present.

6.5       Voting. Except as otherwise provided by these bylaws, all actions of the Board of Directors shall be taken by majority vote of the Board members present at any meeting at which a quorum is present. In the absence of a quorum, a majority of the Board members present may vote to adjourn a meeting.

6.6.            Unanimous Consent Resolutions. Any action required or permitted to be taken by the Board of Directors may be taken by a unanimous consent resolution, which shall be in writing and made part of the minutes.

6.7.            Authority. Except where inconsistent with these bylaws or the laws of the State of Delaware, meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order (latest revision).

7.  OTHER COMMITTEES

7.1.      Standing Committees. In addition to the Executive Committee, the standing committees of the ASD shall be the Program Committee, Human Resources/Finance Committee, Public Awareness Committee, Advocacy Committee, Adult Issues Committee, and Member Relations Committee.

7.2.      Program Committee. The Program Committee shall be responsible for the annual meeting, other ASD events, and awards.

7.3.      Human Resources/Finance Committee. The Finance Committee, chaired by the Treasurer, shall be responsible for matters concerning the business of the ASD, including payroll practices, budget and finance, human resources issues for staff, property, insurance, taxes, purchasing, investments, money management, and audits.

7.4.      Public Awareness Committee. The Public Awareness Committee shall be responsible for the ASD newsletter, publications, and other means of increasing public awareness of autism and the needs, challenges and abilities of persons with autism.

7.5.      Advocacy Committee. The Advocacy Committee shall be responsible for government affairs and relations.

7.6.      Adult Issues Committee. The Adult Issues Committee shall focus its efforts on the particular needs, challenges and related issues of adults with autism.

7.7.      Member Relations Committee. The Member Relations Committee shall be responsible for recruiting services to Members, and Member affairs.

7.8.      Special Committees. The President or Director, with approval of the Executive Committee or the Members may from time to time appoint special committees.

8. CHAPTER OPERATIONS

8.1.      Appointment of Employees. The Board of Directors, bearing in mind the activities and the financial resources of the ASD and whenever in their judgment such action is desirable to promote the achievement of the purposes of the ASD as set forth in these bylaws, may authorize appointment or employment of persons to carry out designated duties for the ASD on a compensated basis.

8.2.      Compensation of Officers and Board of Director members. Officers and members of the Board of Directors shall not receive any salary or other compensation for their services in said capacities. An Officer or member of the Board of Directors may, however, receive compensation for services performed in another capacity if such compensation is approved by the Board.

8.3.      Acts of the Chapter. No person shall act in the name of the ASD except as authorized in these bylaws or by the Board of Directors, the President, or vote of the Members. No person shall, without the approval of the President or the Board of Directors, send any letter, notice, or other written communication in the name of the ASD to the Members or to any other person including an association, government agency, or public official regarding policy matters of the ASD.

8.4.      Fiscal Year. The fiscal year of the ASD shall commence the first day of January of each year and end on the thirty-first day of December of the same year.

8.5.      Other Organizations. The ASD may associate itself with any organization deemed advantageous to the fulfillment of its mission and objectives as approved by the Board of Directors.

8.6.      Bank Account. The ASD shall maintain a bank account.

8.7.      Taxpayer I.D. Number. The ASD shall maintain a taxpayer identification number from the U.S. Internal Revenue Service.

9. AMENDMENTS

9.1.      Requirements. A proposal to alter, amend, or repeal these bylaws may be made (A) by the Board of Directors through a majority vote, or (B) by one fifth of the Members in writing addressed to the Board of Directors. Any such proposal shall be transmitted to the Secretary, who shall send written notice thereof to all Members.

9.2.      Quorum. Altering, Amending or Repealing:  All proposed changes by the Board of Directors or one fifth of the Members will be decided by a ballot mailed to all members. A simple majority of the returned ballots will determine if changes are approved. 

 

10. DISSOLUTION

In the event of the dissolution of the ASD by the surrender or forfeiture of the charter or otherwise, no distribution of assets shall be made to any Officer, Member, employee, or any person or individual. All property owned, managed, or operated by the ASD is irrevocably dedicated to charitable purposes to achieve the purposes of the ASD as defined in these bylaws. Upon the dissolution of this ASD, such property shall not inure to the benefit of any private person but shall go to a nonprofit fund, foundation, association, or corporation organized and operated to promote the general welfare of people with autism.

Adopted by the Members of the Autism Society of Delaware on December 10, 2007

President:

Robert J Gilsdorf

Secretary :

Marcy Kempner

DRAFT FOR OCTOBER 2004

 

BYLAWS

of the

AUTISM SOCIETY OF DELAWARE,

A Chapter of the Autism Society of America

 

1.  MEMBERSHIP ASSOCIATION

The Autism Society of Delaware (the " ASD" or the "Chapter") shall be a membership association established as the state society and local chapter for the State of Delaware of the Autism Society of America (the " ASA " ).

 

2.  PURPOSES

The purposes of the ASD are:

              A.    to promote and advocate for the general welfare of persons with autism;

      B.    to further the advancement of all ameliorative and preventive study, research, therapy, care, and cure of persons with autism;

      C.    to develop a better understanding of the issues of persons with autism by the public in Delaware;

      D.    to promote the education and training of persons with autism and to foster the development of integrated care on their behalf;

      E.    to promote the establishment of adequate diagnostic, therapeutic, educational, and recreational facilities for persons with autism;

      F.     to further the education and training of parents and professional personnel for training, educating, and caring for persons with autism;

      G.    to serve as a clearing house for gathering and disseminating information regarding persons with autism; and

      H.    to solicit and receive funds for the accomplishment of the above purposes.

 

3.  MEMBERSHIP

3.1.      Eligibility. Any person who is a member of the ASA and subscribes to the purposes of the ASA and ASD shall be eligible for membership in the ASD.

3.2.      Admission to Membership. Any eligible person may be admitted to membership in the ASD, upon proper application and payment of the current national and, if applicable, local Chapter dues.

3.3.      Classes of Members. There shall be four classes of members in the ASD (“Members”) as follows:

            A.        Individual Member;

            B.         Family Member (immediate family limited to two voting individuals);

            C.         Agency/Organization Member;

            D.        Student Member,

3.4.      Dues. The Members shall set the dues, if any, for each class of Members. The Members shall also determine the due date and method of collection of dues. The Members may also set a subscription fee for the ASD's newsletter for nonmembers.

3.5.      Suspension of Membership. Failure to pay dues within 45 days of the due date will result in suspension of membership.

3.6.      Revocation of Membership. For just cause, the Members may provisionally revoke the ASD membership of a Member effective 30 days from the date of the decision. Within two days of the decision, the Secretary shall give the affected Member written notice of the decision and the reasons therefore. The affected Member may submit a written response to the Secretary. After consideration of the written response, a final decision shall be made by the Members. The affected Member's written statement shall be appended to the minutes of the meeting at which revocation is decided, a copy of which shall be submitted to the ASA national office within 30 days. The affected Member may be reinstated by the Members upon receipt of a written request for reconsideration that contains additional information.

 

4.  MEETINGS OF MEMBERS

4.1.      Annual Meeting. An annual meeting of the Members shall be held at a time and location within Delaware determined by the Board of Directors. The President shall make a report to the membership, and a financial report shall be available for inspection and discussion. Members may call for items to be placed on the agenda by advising the President or Secretary at least two weeks before the meeting. Other items may be taken up from the floor after advance agenda items have been addressed.

4.2.      Special Meetings. Special meetings of the Members may be called by the President or a majority of the Board of Directors and must be called by the President upon written request of one fifth of the Members.

4.3.      Regular Meetings. Regular meetings of the Members may be held at such times and places within Delaware as the Members or the Board of Directors may determine.

4.4.      Notice of Meetings. Notice of the purpose, time, and place of the annual and special meetings of the Members shall be given by the Secretary to all Members. Such notice shall be provided to the Members not less than 60 days nor more than 90days prior to the annual meeting and not less than 14 days prior to special meetings. Notice may be made by U.S. Mail or, if a Member so elects, by electronic mail or facsimile transmission.

4.5.      Quorum.  Except as provided in section 9.2 below, a quorum for the annual meeting, and any other meeting of the Members, shall consist of ten Members or one fourth of all Members, whichever is less.

4.6.      Voting.

            A.    Each Member shall be eligible to vote and entitled to one vote. Members in the Family Membership class shall be entitled to a maximum of two votes, and each shall be counted for purposes of establishing a quorum.

            B.    Except as provided in section 6.2.3 and section 9.2 below, voting by proxy or by mail is not permitted.

            C.    If a quorum is present at any meeting, a majority of the Members present and voting shall decide any question unless otherwise provided by law or these bylaws. In the absence of a quorum, a majority of the Members present may vote to adjourn a meeting.

4.7.      Authority. Except where inconsistent with these bylaws or the laws of the State of Delaware, meetings of the Members shall be conducted in accordance with Robert's Rules of Order (latest revision).

 

5.  OFFICERS

5.1.      Number. The Officers of the ASD shall be the President, Vice President, Secretary, and Treasurer.

5.2.      Election and Tenure. The Officers of the Board of Directors as noted in section 5.1 sha11 be elected annually by the Board of Directors during the month following the board elections. Each Officer shall hold office for two years and until his or her successor is elected and qualified. Each Officer may serve no more than two consecutive terms in a single office.

5.3.      President. The President shall preside at all meetings of the ASD and the Board of Directors. The President shall have general responsibility for the activities of the ASD and the powers and duties usually associated with the office of the President, and shall have such powers and perform such other duties as may be prescribed by these bylaws. The President shall be a member of all committees and shall exercise general supervision over their work in order to assure the most effective operation of the ASD. The President shall, with the advice of the members and consent of the Board of Directors, appoint the chairpersons and members of all special and standing committees. The President shall present a progress report of the prior year's activities at the ASD's annual meeting.

5.4.      Vice President. The Vice President shall assist the President in the performance of his or her duties and shall assume such other duties as are assigned by the President and approved by the Members. In the absence of the President, the Vice-President shall assume the duties of the President and shall preside at the meetings of the ASD and Board of Directors. If the President resigns or becomes unable to serve, the Vice President shall succeed to the office of President for the remainder of the President's term.

5.5.      Secretary. The Secretary shall keep an accurate record of the meetings of the Members and the Board of Directors. The Secretary shall be the custodian of all the books and records of the ASD except those specifically assigned to others. The Secretary shall maintain a current list of ASD members.

5.6.      Treasurer. The Treasurer, under the supervision of the President, shall have the oversight of the receipt and deposit in the name of the ASD of all revenues received by the ASD and the disbursement of funds. The Treasurer shall be responsible for the financial records of the ASD, shall chair the Finance Committee, and shall assist the President with the preparation of the annual budget.

5.7.      Vacancies. If an Officer or any member of the Board of Directors dies, resigns, loses membership in the ASD, becomes physically unable to carry out the duties of the office, vacates the office, or is removed,  the remaining members of the Board will elect a person to succeed him or her for the duration of his or her term. This process shall take place within sixty days and by a majority vote governed by quorum requirements of the Board of Directors.

5.8.      Removal. An Officer may be removed from office with or without cause by a majority vote of the ASD Members. An Officer may be removed with cause only after reasonable notice and an opportunity to be heard.

 

 

6. BOARD OF DIRECTORS

6.1.            Composition. The Board of Directors shall consist of eleven members.  The members will be “at-large” subject to the following conditions:

·         There must be one member from each of the three Delaware counties,

·         at least three members must be women,

·         at least three members must be men,

·         at least one member must have an autistic child and/or dependent under the age of 21,

·         at least one member must have an autistic offspring and/or dependent over the age of 21

Executive Committee – The executive committee shall consist of the President, Vice-President, the Treasurer and the Secretary.  Executive Committee membership shall be determined by majority vote of the Board of Directors in the month following Board of Director election in the applicable years.

6.2.            Election of Board of Directors – Board Members shall serve a term of five years with two positions on the board fulfilling their terms in each of the first four years beginning in 2005 and three positions fulfilling their term the fifth year. The cycle shall repeat itself in out years.

6.2.1.      Board Eligibility - To be eligible for election to the board, an individual must meet the following criterion: be a member in good standing of ASD, be generally available to attend at least 9 of 12 regularly scheduled meetings of the Board of Directors in a given year, have an interest and passion for issues relating to autism in the State of Delaware and must agree to serve if elected.

6.2.2.      Nominations - Members shall nominate for election before each annual meeting of the Members as many persons as they deem appropriate to fill the two or three openings for Member, Board of Directors as defined in section 6.2.  All nominations must be received by the Secretary of the ASD Board at least sixty (60) days prior to the annual Member meeting.

6.2.3.      Board of Director Election Voting - Votes will be tallied at the annual Membership Meeting.  Voting will take place by ballot during that meeting and absentee ballots will be accepted by those not present subject to the voting provision outlined in section 4.6.  Additionally, all members will be presented with an opportunity to vote in absentia and will also be allowed to transfer their voting rights to the existing Board of Directors through the use of proxy.

6.2.4.      Notice of Elections – Members will be notified of the election of Board Members and their options outlined in section 6.2.2 at least thirty (90) days in advance of an election.  Notice may be made by U.S. Mail or, if a Member so elects, by electronic mail or facsimile transmission.

6.3.            Powers. When deemed appropriate by a majority of the members of the Board of Directors, it shall exercise any and all powers of the Members between meetings of the Members, provided that the Board of Directors may not amend these bylaws. All decisions of the Board of Directors shall be reflected in the minutes of Board of Director meetings and sha1l be subject to approval, revision, or alteration before acceptance by the Board of Directors.  Additionally, the Board of Directors shall approve by voice vote ASD’s strategic plan, operating decisions and budgetary/financial decisions so as to sustain the operation of ASD as a continuing not for profit concern.  All decisions are subject to Board of Director quorum requirements and shall be reflected in the meetings minutes.

6.3.      Meetings. Meetings of the Board of Directors may be called by the President and must be called at the request of six members of the Board of Directors. Notice of every meeting shall be given to each member of the Board of Directors in writing or by electronic mail at least seven days prior to the meeting, provided that any member may waive this notice requirement as to himself or herself. Meetings of the Board of Directors may take place by telephone conference call.

6.4.      Quorum. A majority of the Board of Directors shall constitute a quorum subject to the following requirement that at least one member from each of two different counties in the State of Delaware must be present.

6.5       Voting. Except as otherwise provided by these bylaws, all actions of the Board of Directors shall be taken by majority vote of the Board members present at any meeting at which a quorum is present. In the absence of a quorum, a majority of the Board members present may vote to adjourn a meeting.

6.6.            Unanimous Consent Resolutions. Any action required or permitted to be taken by the Board of Directors may be taken by a unanimous consent resolution, which shall be in writing and made part of the minutes.

6.7.            Authority. Except where inconsistent with these bylaws or the laws of the State of Delaware, meetings of the Board of Directors shall be conducted in accordance with Robert's Rules of Order (latest revision).

 

7.  OTHER COMMITTEES

7.1.      Standing Committees. In addition to the Executive Committee, the standing committees of the ASD shall be the Program Committee, Finance Committee, Public Awareness Committee, Advocacy Committee, Adult Issues Committee, and Member Relations Committee.

7.2.      Program Committee. The Program Committee shall be responsible for the annual meeting, other ASD events, and awards.

7.3.      Finance Committee. The Finance Committee, chaired by the Treasurer, shall be responsible for matters concerning the business of the ASD, including payroll practices, budget and finance, fundraising. Property, insurance, taxes, purchasing, investments, money management, and audits.

7.4.      Public Awareness Committee. The Public Awareness Committee shall be responsible for the ASD newsletter, publications, and other means of increasing public awareness of autism and the problems of persons with autism.

7.5.      Advocacy Committee. The Advocacy Committee shall be responsible for government affairs and relations.

7.6.      Adult Issues Committee. The Adult Issues Committee shall focus its efforts on the particular problems and issues of adults with autism.

7.7.      Member Relations Committee. The Member Relations Committee shall be responsible for recruiting services to Members, and Member affairs.

7.8.      Special Committees. The President, with approval of the Executive Committee or the Members may from time to time appoint special committees.

8. CHAPTER OPERATIONS

8.1.      Appointment of Employees. The Board of Directors, bearing in mind the activities and the financial resources of the ASD and whenever in their judgment such action is desirable to promote the achievement of the purposes of the ASD as set forth in these bylaws, may authorize appointment or employment of persons to carry out designated duties for the ASD on a compensated basis.

8.2.      Compensation of Officers and Board of Director members. Officers and members of the Board of Directors shall not receive any salary or other compensation for their services in said capacities. An Officer or member of the Board of Directors may, however, receive compensation for services performed in another capacity if such compensation is approved by the Board.

8.3.      Acts of the Chapter. No person shall act in the name of the ASD except as authorized in these bylaws or by the Board of Directors, the President, or vote of the Members. No person shall, without the approval of the President or the Board of Directors, send any letter, notice, or other written communication in the name of the ASD to the Members or to any other person including an association, government agency, or public official regarding policy matters of the ASD.

8.4.      Fiscal Year. The fiscal year of the ASD shall commence the first day of January of each year and end on the thirty-first day of December of the same year.

8.5.      Other Organizations. The ASD may become an affiliate of ASA or any other organization deemed advantageous to the fulfillment of its mission and objectives.

8.6.      Bank Account. The ASD shall maintain a bank account.

8.7.      Taxpayer I.D. Number. The ASD shall obtain a taxpayer identification number from the U.S. Internal Revenue Service.

8.8.      Financial Report. The ASD shall submit an annual financial report form to the ASA in the form requested by the ASA.

8.9.      Dissolution. In the event that membership in the ASD falls below ten members or the ASD fails to submit an annual financial report to the ASA, the ASD will be subject to loss of chapter status in the ASA. The Chapter shall cease using the name “Autism Society of Delaware," the ASA's logo, and any statement of affiliation with the ASA as of the termination date.

 

9. AMENDMENTS

9.1.      Requirements. A proposal to alter, amend, or repeal these bylaws may be made (A) by the Board of Directors through a majority vote, or (B) by one fifth of the Members in writing addressed to the Board of Directors. Any such proposal shall be transmitted to the Secretary, who shall send written notice thereof to all Members.

9.2.      Quorum. A quorum for the purpose of altering, amending, repealing, or adopting bylaws of the ASD shall consist of one half of the Members. If such quorum is not present at two consecutive meetings of the ASD called to consider altering, amending, repealing, or adopting bylaws of the ASD, the Board of Directors may provide for voting on said question or questions by proxy.

 

10. DISSOLUTION

In the event of the dissolution of the ASD by the surrender or forfeiture of the charter or otherwise, no distribution of assets shall be made to any Officer, Member, employee, or any person or individual. All property owned, managed, or operated by the ASD is irrevocably dedicated to charitable purposes to achieve the purposes of the ASD as defined in these bylaws. Upon the dissolution of this ASD, such property shall not inure to the benefit of any private person but shall go to a nonprofit fund, foundation, association, or corporation organized and operated to promote the general welfare of people with autism.

Adopted by the Members of the Autism Society of Delaware on xx, month, year. President Secretary