Down Syndrome Group of the Ozarks

Bylaws of
Down Syndrome Group of the Ozarks

Mission Statement

Our Mission is to help individuals with Down syndrome become successful by providing support and education to loving families, bringing awareness to early intervention services, promoting inclusive education, highlighting appropriate medical services, encouraging quality employment opportunities and advocating for community awareness and acceptance.

Article 1 : Name & Office

The name of the Association is Down Syndrome Group of the Ozarks. The principal office shall be within or without the State of Missouri as may from time to time be determined by the Board of Directors.

Article 2 : Purposes

The purposes of the Down Syndrome Group of the Ozarks shall be those set forth in the Articles of Incorporation.

Article 3 : Board Of Directors

1. NUMBER. The minimum number of directors of the corporation shall be six (6) and the maximum number shall be twenty (20) and collectively they shall be known as the Board of Directors.
2. POWERS. Subject to the provisions of the laws of Missouri and any limitations in the articles of incorporation and these bylaws relating to action required or permitted to be taken, 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. No substantial part of the activities of the corporation shall be carrying on of propaganda, or otherwise attempting to influence legislation. The corporation shall not participate in or intervene (including the publishing or distributing of statements) in, any political campaign on behalf of any candidate for public office.
3. TERM. A director will serve a term of two (2) years. The term is defined by the date of the director's first official board meeting (the next regularly scheduled meeting following the board resolution to approve their membership). Any director whose term is about to expire may be elected to succeed themselves. Not withstanding the foregoing, there will be no limit to the number of terms each director may serve.
4. VACANCIES. Vacancies among the directors resulting from death, resignation, removal, incapacity, or by reason of an increase in the number of directors may be filled by a majority vote of the remaining members of the board of directors at any regular meeting or at a special meeting called for that purpose.
5. COMPENSATION. Directors shall serve without compensation except that they shall be allowed reasonable advancement or reimbursement of expenses (with prior board permission) incurred in the performance of their duties.
6. RESIGNATION. Any director may resign from the board of directors. Such resignation shall be in writing and shall be effective immediately or upon its acceptance by the board of directors as such resignation may provide.
7. ATTENDANCE. Upon 3 un-excused absences in any twelve-month period without permission from the president, a director is automatically resigned from office. Upon a request from the resigned member, the board may vote to re-instate the director.
8. REGULAR MEETINGS. There are regular monthly board meetings held on the same day of the month, same hour. This monthly meeting date will be set by the board of directors and may be changed by a majority vote of the board of directors.
9. SPECIAL MEETINGS. Special meetings may be called by any officer or by any two (2) directors or by persons specifically authorized under the laws of Missouri.
10. NOTICE OF MEETINGS.
    • Regular meetings. No notice is given. Should the date change, all directors shall be notified by mail, telephone, fax or e-mail of the date, place and time.
    • Special meetings. All Board members shall be notified by mail, telephone, fax or e-mail and shall state the date, place, time and the matters proposed to be acted upon. Each director shall acknowledge receipt of the notice by return message or phone call within 24 hours of the notification.
    • Waiver of notice. Whenever a waiver of notice of a meeting is required to be given to any director 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.
11. MAJORITY ACTION. The majority vote of the full board of directors present at a meeting duly held is the act of the board of directors.
12. CONDUCT OF MEETINGS. Roberts Rules of Order shall govern meetings insofar as such rules are not in conflict with the articles of incorporation, these bylaws or with provisions of the law.
13. CONFLICT OF INTEREST. Members of the board shall follow appropriate protocol in situations regarding conflict of interest. The board shall establish a policy and procedure.

Article 4 : Officers

1. DESIGNATION. The officers of the corporation shall be president, president elect, secretary and treasurer. The corporation may also have assistants to each officer.
2. QUALIFICATIONS. Any person may serve as an officer of this corporation.
3. ELECTION & TERM. The board of directors shall elect officers. Officers shall serve a two (2) year term unless otherwise specified by a board resolution. Officers shall serve no more than two (2) consecutive terms unless otherwise specified by a board resolution.
4. REMOVAL & RESIGNATION. Any officer may be removed or discharged by the board of directors whenever in its judgment the best interests of the corporation would be served thereby, but such removal or discharge shall be without prejudice to the contract rights, if any, of the person so removed or discharged. Resignation in writing takes effect on the date of the receipt of such notice.
5. DUTIES.
   • PRESIDENT. The president of the board is the chief executive officer of the corporation and shall, subject to control of the board of directors, supervise and control the affairs of the corporation and activities of the officers. The president shall perform all duties incident to the office and other duties as may be required by law, articles of incorporation, these bylaws, or which may be prescribed from time to time by the board of directors. The president shall preside at all meetings of the board of directors. The president or designee shall execute in the name of the corporation deeds, bonds, mortgages, checks or other instruments that may from time to time be authorized by the board of directors.
   • PRESIDENT ELECT. The president elect shall work in cooperation with the president and shall perform such duties as the board of directors may assign. In the event of the death or during the absence, incapacity, inability or refusal to act of the president, the president elects shall be vested with all the powers and perform all the duties of the office of president until the board otherwise provides. He/she may have other or further duties or authority as may be prescribed elsewhere in these bylaws or from time to time by the board of directors.
   • SECRETARY. The secretary shall keep a book of minutes of all meetings of the directors and special meetings and the proceedings thereof and shall be the custodian of all the books, papers, and records of the corporation and shall at such reasonable times as may be requested permit an inspection of such books, papers and records by any director of the corporation. See that all notices are duly given. In general, perform all duties incident to the office of secretary and such other duties as may be required by law or the board of directors.
   • TREASURER. The treasurer shall have supervision and custody of all moneys, funds, and credits of the corporation and shall cause to be kept full and accurate accounts of the receipts and disbursements of the corporation in books belonging to it. Treasurer shall keep or cause to be kept all other books of account and accounting records of the corporation as shall be necessary, and shall cause all moneys and credits to be deposited in the name and to the credit of the corporation in such accounts and depositories as may be designated by the board of directors. The treasurer shall disburse or permit the disbursement of funds of the corporation in accordance with the authority granted by the board of directors, taking proper vouchers thereof. The treasurer shall be relieved of all responsibility for any moneys or other valuable property or the disbursement thereof committed by the board of directors to the custody of any other person or corporation, or the supervision of which is delegated by the board to any other officer or agent. The treasurer shall render to the board of directors, whenever requested by any of them, an account of all transactions as treasurer and of those under their jurisdiction and the financial condition of the corporation. The treasurer shall be bonded unless the board of directors expressly waives the requirement of such bonding.

Article 5 : Committees

The board of directors may, by majority vote, designate one or more committees to provide information and recommendations to the board of directors. These committees may consist of persons who are not members of the board and shall act in an advisory capacity to the board. Meetings and actions of committees shall be governed by, noticed, and held in accordance with the provisions of these bylaws. The board of directors may adopt rules and regulations pertaining to the conduct of the meetings of committees to the extent that such rules and regulations are not inconsistent with the provisions of these bylaws.

Article 6 : Membership

Membership may be obtained on application and may be on an individual, family, organizational or professional basis.

1. MEMBER IN GOOD STANDING. The Board of Directors shall adopt rules by which it is determined whether a Member is a Member in Good Standing. Members in Good Standing shall be eligible to hold office and to vote in person at membership meetings. Each membership entitles the Member (be it an individual, family, organization or professional) to one vote on an issue being voted on by the membership.
2. DUES. Members shall pay dues in such amount and at such time(s) as determined by the Board of Directors.
3. MEETINGS. There shall be an annual membership meeting at a time and place determined by the Board of Directors. The Board of Directors may call other membership meetings at such time(s) and places as it shall determine.

Article 7 : General Provisions

1. DEPOSITORIES & CHECKS. The monies of the corporation shall be deposited in such manner as the directors shall direct in such banks or trust companies as the directors may designate and shall be drawn out by checks signed in such manner as may be provided by resolution adopted by the board.
2. BONDS. Any officer handling money of the corporation may be and shall be bonded, unless the board of directors expressly waives the requirement of such bonding, at the corporation's expense in such amounts as may be determined by the board of directors.
3. CUSTODIAN OF SECURITIES. The board of directors may from time to time appoint one or more banks or trust companies to act for reasonable compensation as custodian of all securities and other valuables owned by the corporation, and to exercise in respect thereof such powers as may be conferred by resolution of the board of dirtectors. The board of directors may remove any such custodian at any time.
4. ANNUAL AUDIT. An annual audit of the books of account and financial records of the corporation may be required by the board of directors to be performed by an independent accounting firm.
5. PROHIBITED LOANS. The corporation shall not make any loan to any officer or director of the corporation.
6. INDEMNIFICATION OF OFFICERS & DIRECTORS. Each person who is or was a director or officer of the corporation or is or was serving at the request of the corporation as a director of officer or another corporation (including the heirs, executors, administrators and estate of such person) shall be indemnified by the corporation as of right to the full extent permitted or authorized by the laws of the State of Missouri, as now in effect and as hereafter amended, against any liability, judgment, fine, amount paid in settlement, cost and expense (including attorney's fees) asserted or threatened against and incurred by such person in his/her capacity as or arising out of his/her status as a director or officer of the corporation or, if serving at the request of the corporation, as a director or officer of another corporation. The indemnification provided by this bylaw provision shall not be exclusive of any other rights to which those indemnified may be entitled under the articles of incorporation under any other bylaw or under any agreement, vote of disinterested directors or otherwise, and shall not limit in any way any right which the corporation may have to make different or further indemnifications with respect to the same or different persons or classes of persons.
7. LIABILITY OF OFFICERS & DIRECTORS. No person shall be liable to the corporation for any loss, damage, liability or expense suffered by it on account of any action taken or omitted to be taken by him/her as a director or officer of the corporation or any other corporation which they serve as a director or officer at the request of the corporation, if such person (i) exercised the same degree of care and skill as a prudent person would have exercised under the circumstances in the conduct of his/her own affairs, or (ii) took or omitted to take such action in reliance upon advice of counsel for the corporation, or for other such corporation, or upon statements made or furnished by the directors, officers, or agents of the corporation, or of such other corporation, which he/she had no reasonable grounds to disbelieve.
8. NON-LIABILITY OF OFFICERS & DIRECTORS. The directors shall not be personally liable for the debts, liabilities, or other obligations of the corporation.
9. NON DISCRIMINATION CLAUSE. No person is excluded from services because of race, color, religion, creed, sex, national origin, disability or sexual orientation. There is no segregation of persons served on the basis of race, color, religion, creed, sex, national origin, disability or sexual orientation. There is no discrimination served on the basis of race, color, religion, creed, sex, national origin, disability or sexual orientation in membership or the organizations governing body.

Article 8 : Fiscal Year

The board of directors shall have the power to fix and from time to time change the fiscal year of the corporation. In the absence of action by the board of directors, the fiscal year of the corporation shall end each year in the date which the corporation treated as the close of its first fiscal year, until such time if any as the fiscal year shall be changed by the board of directors.

Article 9 : Amendments

The board of directors of the corporation shall have the power to make, alter, amend and repeal the bylaws of the corporation and to adopt new, which power may be exercised by a vote of majority of the full board of directors. The corporation shall keep at its principal office a copy of the bylaws, as amended, which shall be open to inspection by any board member at all reasonable times during the office hours.

Adoption Of Bylaws

The foregoing were duly adopted as and for the bylaws of the Down Syndrome Group of the Ozarks by the board of directors of said corporation at the Down Syndrome Group of the Ozarks board meeting held on March 19th 2007.