These bylaws shall establish the governing body of the USA Deaf Sports Federation, Inc. (USADSF). The governing body of USADSF shall be the Board of Directors. The Board shall function in a professional and executive capacity and shall have the authority in all policy matters including an oversight of the Executive Director who carries out the policies and oversees all personnel, programs and operations.
ARTICLE I – NAME
The name of this corporation shall be the USA Deaf Sports Federation, Inc. (hereafter called USADSF).
ARTICLE II – PURPOSE
USADSF shall be a private nonprofit, nonsectarian, and nonpartisan organization without statutory members. Its mission is to support athletes with preparation and participation in national and international games for the deaf.
ARTICLE III – MEMBERSHIP
Section 3.1 – Classification of Memberships
USADSF shall have different classifications of membership, however, membership does not govern the organization.
ARTICLE IV – OFFICERS
Section 4.1 – Officers
The officers of the Board shall be President, Vice President, Secretary, and Treasurer, who shall serve for a limit of two terms of four years each. The officers shall be elected by the Board and the terms of officers shall be staggered as follows: the positions of President and Secretary shall be up for election after the completion of the summer Deaflympics whereas the Vice President and Treasurer shall be elected after the completion of the winter Deaflympics.
ARTICLE V: DUTIES OF OFFICERS
Section 5.1 – Duties of the President
President shall preside at all Board meetings and shall enforce the provisions, objectives, and purpose thereof. The President shall serve as the spokesperson of the organization, only on Board approved matters.
Section 5.2 – Duties of the Vice President
The Vice President shall serve in the absence of the President. Upon the vacancy of the President, the Vice President shall fill the Presidential term until the next election.
Section 5.3 – Duties of the Secretary
The Secretary shall keep accurate records of the Board meetings and all business transacted at such meetings. He/she shall keep and safeguard all records of regular, closed, and special Board meetings.
The Secretary shall maintain communication with Board members in regards to Board meeting times and dates and other pertinent events. This person, with the President, shall also develop and disseminate meeting agendas.
Section 5.4 – Duties of the Treasurer
The Treasurer shall present and distribute quarterly financial status reports to the Board and shall serve as the Chairperson of the Finance Committee.
The Treasurer shall make recommendations to the Board for approval of a CPA audit firm as well as represent the Board at CPA financial audit entry and exit conferences. It is the responsibility of the Treasurer to ensure that income tax returns are filed on time. Copies of the CPA Financial Audit report shall be distributed to the board during the fall board meeting.
The Treasurer shall provide the Board with quarterly financial statements which includes the (1) Statement of Financial Position, (2) Statement of Activities, (3) Statement of Cash Flows, Investment Statement, and (4) Budget vs. Actuals.
The Treasurer shall provide the Board with an annual budget to be approved during the fall board meeting.
Lastly, the Treasurer shall be bonded.
ARTICLE VI – MEETINGS
Section 6.1 – Regular Meetings
Regular meetings of the Board shall be held at least three times a year. Regular Board meetings shall be conducted in person twice a year, and conducted in a video conference once a year. A simple majority of the Board members present shall constitute a quorum.
Section 6.2 – Special Meetings
Special meetings may be called by the President or a majority of the Board members. The call for a special meeting shall be given at short notice in advance by written notice which shall state the purpose of the meeting. No business other than that stated shall be conducted. Video conferences shall be used for special meetings.
Section 6.3 – Video Conferences
Video conferences may be called on an immediate basis to deal with specific topics or issues that may arise. Video conferences shall not replace regular Board meetings.
Video conferences shall be permitted for committee work and communication.
Section 6.4 — Meeting Agendas
It shall be the responsibility of the Secretary to distribute agendas for any type of meeting mentioned above.
For regular Board meetings, agendas shall be distributed at least one week in advance. For special meetings and video conferences, agendas shall be distributed at least one day in advance.
ARTICLE VII – BOARD OF DIRECTORS
Section 7.1 – Purpose
The Board shall be a policy-making Board vested with the governance of USADSF. Board members shall be accountable and responsible for: (a) creating and revising bylaws as needed; (b) creating and revising as needed policies in conjunction with approving guidelines and objectives; (c) approving USADSF's objectives and goals as submitted by the executive director; (d) ensuring community visibility and respect for USADSF; (e) maintaining a professional working relationship with Deaf National Sports Organizations [NSO]; (f) performing fiduciary duties in overseeing the fiscal resources of USADSF; (g) conducting an annual evaluation of the executive director; and (h) hiring and dismissing the executive director.
Except as otherwise provided in these bylaws, a majority vote of the Board present at a meeting shall constitute of a quorum and shall constitute the final authority as to any matter brought before USADSF.
Section 7.2 – Make-up of the Board
The Board shall consist of nine (9) members. Four of these members shall serve as officers, two as NSO representatives and three as Board appointees. The Board will maintain a majority of Deaf and Hard of Hearing individuals.
Section 7.3 – NSO Representations
The positions of two NSO representatives shall be elected every two years and be elected by the body of National Sports Organizations. Representatives shall complete their terms before applying for regular board membership
Section 7.4 – Appointed
The remaining Board positions shall be appointed, based on individual areas of expertise to match the needs of USADSF at any given time. The appointees shall serve a two-year term and can be re-appointed at the pleasure of the Board.
Section 7.5 – Resignation and Removal from Board
When a Board member resigns, the vacancy shall be filled at the next regular board meeting in which the President shall appoint a new person to finish the term, and this appointment shall be subject to a simple majority vote.
A Board member who misses three (3) consecutive meetings or four out of six (4 of 6) meetings may be removed from the Board membership at the discretion of the Board.
In any other situation, a Board member can be removed by a simple majority vote of the Board. This member shall have the right to due process, per Robert's Rules of Orders (newly revised), Disciplinary Procedures, and Sections 61-63.
Section 7.6 – Liability
USADSF shall insure and maintain liability insurance coverage for members of the Board.
ARTICLE VIII – COMMITTEES
There shall be five (5) standing committees: (a) Finance Committee, (b) Governance Committee, (c) Strategic Planning Committee, (d) Development Committee, and (e) Media Committee. In addition, the President may establish ad hoc committees for special purposes. Each committee shall have a chairperson and two members.
ARTICLE IX– CONFLICT OF INTEREST AND CODE OF ETHICS
Section 9.1 – Conflict of Interest
The Board shall periodically publicize the conflict of interest policy according to the current laws and regulations in effect. The Board and employees of USADSF shall adhere to such policies. Members of the Board are expected to refrain from any activity or investment that might constitute, or appear to constitute, a conflict of interest. A conflict of interest arises when a situation or set of circumstances develops and causes, or is perceived to cause a member to consider interests other than USADSF in arriving at a business decision or fulfilling his or her responsibility to the organization.
In the course of Board membership, Board members may be exposed to personnel or financial information about USADSF. Board members shall not disclose, disseminate, or use information or be in violation of personnel employment practices in any way that may constitute a personal gain.
No person employed with USADSF shall be allowed to work in a direct line of supervision of a family member or Board member unless exempted by the Board of Directors.
Section 9.2 – Code of Ethics
The Board shall adopt the Code of Ethics as established by the Board. Violation of the Code of Ethics shall be grounds for removal from the Board. In fulfilling their duties, members of the Board shall:
ARTICLE X – PARLIAMENTARY AUTHORITY
Section 10.1 – Robert's Rules of Order
Robert's Rules of Order Newly Revised shall be the parliamentary authority for the conduct of Board meetings, whenever not in conflict with the bylaws stated herein.
ARTICLE XI – AMENDMENTS TO THE BYLAWS
Proposed amendments to these bylaws shall be presented to the Chairperson of the Governance Committee at least thirty (30) days before the next meeting for consideration. The Chairperson shall share the proposed amendments at the Board meeting and present the committee's recommendations. A two-thirds (2/3) vote of Board members present and through proxy shall be necessary for ratification of each proposed amendment.
ARTICLE XII – DISSOLUTION OF ORGANIZATION
Upon the dissolution of the organization, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)(3) of the Internal Revenue Code or corresponding section of any future federal tax code, or shall be distributed to the federal government, or to a state or local government, for a public purpose. Any such assets not disposed of shall be disposed of by a Court of Competent Jurisdiction of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine which are organized and operated exclusively for such purposes.