D2Care

Bylaws of Deaf Dog Connections, Advocacy, Resources & Education (D2Care)

Article III

Directors

Section A. Number

The Corporation shall have nine (9) Directors and collectively they shall be known as the Board of Directors.

Section B. Qualifications

Qualifications for Directors of this Corporation shall be as follows:

1. Be over 21 years old;
2. Be a Member in good standing of D2Care for one (1) year, or a Charter Member, whichever is less;
3. Have own reliable computer with e-mail or internet access;
4. May not be a Board Member or Committee Member of a national or international group or organization with substantially the same purposes and objectives as D2Care;
5. Agrees to abide by the D2Care Articles of Incorporation, Bylaws, all other D2Care rules and regulations, and promises to promote the health, welfare, and quality of life for deaf dogs.

Section C. Powers

Subject to the Provisions of the Laws of this State and any limitations in the Articles of Incorporation and these Bylaws relating to action required of or permitted to be taken or approved by the Members, if any, of this Corporation, the activities and affairs of this Corporation shall be conducted and all Corporate Powers shall be exercised by or under the direction of the Board of Directors.

Section D. Duties

It shall be the duty of the Directors to:

1. Perform any and all duties imposed on them collectively or individually by law, by the Articles of Incorporation, or by these Bylaws;
2. Appoint and remove, employ, and discharge, and, except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all Agents and Employees of the Corporation;
3. Supervise all Agents and Employees of the Corporation to assure that their duties are performed properly;
4. Meet at such times and places as required by these Bylaws;
5. Register their addresses, e-mail addresses, and phone numbers with the Secretary of the Corporation, and notices of meetings mailed, e-mailed, telephoned, or via facsimile to them at such addresses shall be valid notices thereof.

Section E. Terms of Office

Each Director shall hold Office for a period of four (4) years with no more than two (2) consecutive terms or until his or her successor is elected and qualifies.

Section F. Compensation

Directors shall serve without compensation except that a reasonable re-compensation may be paid to Directors for attending regular and special meetings of the Board, unless such meeting is held electronically. In addition, they shall be allowed reasonable advancement or reimbursement of expenses incurred in the performance of their duties with prior authorization. Directors will not receive compensation for computer or other internet-capable device, monthly internet access fees, or repair of equipment. Any payments to Directors shall be approved in advance in accordance with this Corporation's Conflict of Interest policy, as set forth in Article XI of these Bylaws.

Section G. Place Of Meetings

Meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting unless otherwise provided by the Board or at such other place as may be designated from time to time by resolution of the Board of Directors.

Section H. Regular Meetings

Regular meetings of Directors shall be held on the first Sunday of January, March, May, July, September, and November at a time determined by the Board of Directors, unless such day falls on a legal holiday, in which event the regular meeting shall be held at the same hour and place on the following Sunday.

Section I. Special Meetings

Special meetings of the Board of Directors may be called by the President of the Board, the Vice President, the Secretary, by any two Directors, or, if different, by the persons specifically authorized under the Laws of this State to call special meetings of the Board. Such meetings shall be held via internet chat room, teleconferencing, face-to-face, or other typical methods of meeting.

Section J. Notice of Meetings

Unless otherwise provided by the Articles of Incorporation, these Bylaws, or Provisions of Law, the following provisions shall govern the giving of notice for meetings of the Board of Directors:

1. Regular Meetings. A notice via e-mail will be sent by the Secretary two (2) weeks prior to the planned meeting for the purpose of reminding Board members. Agenda items should be forwarded to the President at least one week prior to the scheduled meeting.
2. Special Meetings. At least one (1) week's prior notice shall be given by the Secretary of the Corporation to each Director of each special meeting of the Board. Such notice may be oral or written, may be given personally, by e-mail, by first class mail, by telephone, or by facsimile machine, and shall state the place, date, and time of the meeting and the matters proposed to be acted upon at the meeting. The Director so notified will inform the Secretary of receipt of notification within 24 hours.
3. Waiver of Notice. Whenever any notice of a meeting is required to be given to any Director of this Corporation under provisions of the Articles of Incorporation, these Bylaws, or the Laws of this State, a Waiver of Notice in writing, signed by the Director, whether before or after the time of the meeting, shall be equivalent to the giving of such notice.
4. Voting and Meeting Attendance Record. Each Director shall have one (1) vote in any election or vote before the Board, and shall not vote by proxy. The Secretary shall keep a record of all meetings attended by each Board member. Voting shall be open, unless a special request is made for anonymous voting. Any Board member who fails to vote on at least 75% of all Board issues submitted within six (6) months or who is absent from two (2) consecutive regular meetings of the Board of Directors may be removed from office as provided in Article V, Section N. Extenuating circumstances may be taken into consideration on a case-by-case basis by the Board of Directors. The Secretary shall notify the President of any Member who has not participated as above stated.

Section K. Quorum for Meetings

A quorum shall consist of seven (7) of the members of the Board of Directors.

Except as otherwise provided under the Articles of Incorporation, these Bylaws, or Provisions of Law, no business shall be considered by the Board at any meeting at which the required quorum is not present, and the only motion which the President shall entertain at such meeting is a motion to adjourn.

Section L. Majority Action as Board Action

Every act or decision done or made by a majority of the Directors present at a meeting duly held at which a quorum is present is the act of the Board of Directors, unless the Articles of Incorporation, these Bylaws, or Provisions of Law require a greater percentage or different voting rules for approval of a matter by the Board.

Section M. Conduct of Meetings

Meetings of the Board of Directors shall be presided over by the President of the Board, or, if no such person has been so designated, or in his or her absence, by the Vice President of the Corporation, or in the absence of each of these persons, by a Chairperson chosen by a majority of the Directors present at the meeting. The Secretary of the Corporation shall act as Secretary of all meetings of the Board, provided that, in his or her absence, the Presiding Officer shall appoint another person to act as Secretary of the meeting.

Meetings shall be governed by Robert's Rules of Order, insofar as such rules are not inconsistent with, or in conflict with, the Articles of Incorporation, these Bylaws, or with Provisions of Law.

Section N. Vacancies

Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director, or (2) whenever the number of authorized Directors is increased. Any Director may resign effective upon giving written notice to the President of the Board, the Secretary, or the Board of Directors, unless the notice specifies a later time for the effectiveness of such resignation. No Director may resign if the Corporation would then be left without a duly elected Director or Directors in charge of its affairs, except upon notice to the Office of the Attorney General or other appropriate Agency of this State.

Directors may be removed from Office, with or without cause, as permitted by and in accordance with the Laws of this State. Directors may be removed from Office by a positive vote of seven (7) members of the Board. The total vote will include the vote of the person being considered for removal. Removal may also be made through a recall petition wherein two-thirds (2/3) of the voting Membership has signed for recall. A Director facing impending removal shall receive written notice one (1) week prior to the regular meeting where this will appear on the agenda and written verification of the meeting outcome will be sent via e-mail or postal mail. The Membership may be notified of any subsequent vacancy prior to the appointment of a Board Member to temporarily fill that position.

Unless otherwise prohibited by the Articles of Incorporation, these Bylaws, or Provisions of Law, vacancies on the Board may be filled by approval of the Board of Directors. If the number of Directors then in office is less than a quorum, a vacancy on the Board may be filled by approval of a majority of the Directors then in office or by a sole remaining Director. A person elected to fill a vacancy on the Board shall serve for the un-expired term of his predecessor or until his or her death, resignation, or removal from office. The remaining Board shall fill the vacant position by the next Board meeting. If the Board is unable to fill the position within this time frame, the matter shall be taken back to Membership for election of qualified candidates from the Membership. If the Board drops to five (5) or fewer Members and new Members to the Board cannot be found for six (6) months, then the Organization must disband and all assets will be distributed to recognized 501(c)(3) dog rescues that are involved in the rescue and adoption of deaf dogs.

Section O. Non-liability of Directors

The Directors shall not be personally liable for the debts, liabilities, or other obligations of the Corporation.

Section P. Indemnification by Corporation of Directors and Officers

The Directors and Officers of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the Laws of this State.

Section Q. Insurance for Corporate Agents

Except as may be otherwise provided under Provisions of Law, the Board of Directors may adopt a resolution authorizing the purchase and maintenance of insurance on behalf of any Agent of the Corporation (including a Director, Employee, or other Agent of the Corporation) against liabilities asserted against or incurred by the Agent in such capacity or arising out of the Agent's status as such, whether or not the Corporation would have the power to indemnify the Agent against such liability under the Articles of Incorporation, these Bylaws, or Provisions of Law.