BYLAWS of the Mississippi Association of the Deaf Organized 1894 ***Incorporated 1973 Affiliated with the National Association

of the Deaf Revised June 2011 ARTICLE I- NAME Article I- Section 1- Name 1.1 This organization shall be known as the Mississippi Association of the Deaf, Inc. hereinafter known as the "Association" or "MAD". Article I- Section 2 -Incorporation 2.1 This Association shall be incorporated under and in compliance with the laws of the State of Mississippi, 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 social purposes 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 other activities 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 States Internal Revenue Code of 1954 (or the corresponding provisions of any further United States Internal Revenue Law) or 2.3.2 by a corporation, contribution to which are deductible under Section 170(c)(2) of the United States and the Internal Revenue Code of 1954 (or the corresponding provisions of any further United States Internal Revenue Law). Article I- Section 3 -National Affiliation 3.1 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 sending to 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 Statement 1.1 The purpose of MAD is to unite the Deaf community into a statewide association with a support system of services to assure Deaf Mississippians equal access to social. cultural, educational, economics, spiritual, and communications venues. ARTICLE III- SCOPE OF FINANCIAL ACTIVITIES Article III- Section 1 -Definitions and Purpose of Financial Activity 1.1 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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This organization may, in any legal manner, acquire, hold, own, sell, lease, encumber, and otherwise dispose of all kinds of property, real and personal. This organization may borrow money, incur indebtedness by mortgage deed of trust, pledge, or otherwise. This organization may invest funds received, as well as the income from other property, for the operation and maintenance of said organization. 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 United States.

Article III - Section 2 - Association General Funds 2.1 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 a checking account, a saving account, and/or certificate of deposit. ARTICLE IV -MEMBERSHIP Article IV- Section 1 -Classification of Membership 1.1 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 Membership 2.1 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 membership with the Mississippi Association of the Deaf. 2.3 Members shall have the privilege of the floor at the conference of th e 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 be nominated and/or elected for office in the association. Article IV- Section 3- Associate Membership 3.1 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 of Membership Dues Membership dues shall be paid on a bi-annual basis . 4.2 The amount of dues shall be regulated by the Board of Directors .
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Article IV- Section 5- Procedures for Payment of Dues 5.1 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 Arrears 6.1 No member shall be entitled to the privileges of association member whose dues are in arrears. ARTICLE V- OFFICERS Article V- Section 1 -Officers 1.1 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 Officers 2.1 The officers of the association shall be elected with written ballot or a show of hands by a majority vote of active members assembled in the business meeting during the conference. Article V- Section 3 -Limitations of Terms 3.1 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 a member to serve in such office(s). Article V - Section 4 - Transition of Officers 4.1 Transition of present officers and newly elected officers shall take place within sixty (60) days after the adjournment of the biennial conference. 4.2 The following oath shall be administered by the retiring President or other active members of the association. "I solemnly promise to observe and uphold the Bylaws of the association and I will, at all times, pe1jorm the duties of my office to the best of my ability, so help me, God. " Article V- Section 5 -Vacancies and Resignations 5.1 In the event of vacancy due to illness or death and/or resignation, the President shall be empowered to choose a qualified member of the association to fill in the vacancy, subject to the approval of the Board of Directors. 5.2 In the event of a resignation, formal notice shall be submitted to the President in writing. In the event of the President vacates his/her office due to illness or death and/or resigns, the 5.3 Vice-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- Qualifications 6.1 No member shall be elected to office unless he/ she has been a resident of Mississippi and a member of MAD for at least two (2) years preceding his/her election and has attended the previous conference. 6.2 A request for exemption to Article V, Section 6.1 shall be made to the full Board of Directors at the last meeting prior to the biennial conference. Approval for exemption of the minimum qualification will require a two-thirds (2/3) vote of the full board. Article V - Section 7- Compensation 7.1 Elected officers of the association shall not receive a salary.
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The officers shall be reimbursed for necessary expenses incuned in the perfom1ance of their duties . The officers shall submit receipts of their expenses to the treasurer for reimbursement.

Article V- Section 8 -Duties of Officers

8.1 President - The President shall preside at all meetings of the association and of the Board of Directors . The President shall appoint two (2) Sergeant-at-Arms, chairpersons of each standing and other committees, EXCEPT for the Finance Committee. Vice President- The Vice President shall serve at any time the President is unable to serve, or when the office of the President becomes vacant. Secretary - The Secretary shall keep a record of all proceedings of the minutes of the conference of the association and the Board ofDirectors' meetings. Treasurer - The Treasurer shall have charge of all monies belonging to the association and submit a financial report to be audited at every Board of Directors' meetings and after each conference. Board-at-Large- The three (3 ) elected members to the Board-at-Large shall reside in one of the three regions of the State of Mississippi (North, Central and South). They shall serve as liaisons/representatives to their respective areas. The detailed duties and responsibilities of the officers are defined in the MAD Policy Manual under "Duties of Officers" .

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ARTICLE VI- BOARD OF DIRECTORS Article VI - Section 1 - Composition

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The Board of Directors shall consist of the president, vice-president, secretary, treasurer, three E 3) Board-at-Large members and the chapter presidents. 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 Duties

2.1 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 Board of 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 the constraints of the biennial budget as approved by members at the conference. The detailed responsibilities and authority of the Board of Directors are defined in the MAD Policy Manual under "Board of Directors".

Article VI - Section 3 -Absences from Board of Directors 3 .1 If 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 and appropriate action shall be taken to replace him/her.

ARTICLE VII- MEETINGS Article VII - Section 1 - Association Meetings 1.1 Association meetings (conferences) shall be held every two years .in June (Article VIII, Conferences). However, the Board of Directors shall have the power to call a special meeting of the association whenever fifteen (15) or more of the active members make a petition for such a meeting. 1.2 The recommended order of business for association meetings shall be: 1.2.1 Call to Order 1.2.2 Invocation 1.2.3 Pledge of Allegiance 1.2.4 Song of "Mississippi" 1.2.5 Conference Chairperson's Welcome 1.2.6 . Approval of Last Biennial Conference Minutes 1.2.7 Reports of Officers 1.2.8 Reports of Committees 1.2.9 Unfinished Business 1.2.10 New Business 1.2.11 Amendments to the Bylaws 1.2.12 Conference Bids 1.2.13 Election of Officers 1.2.14 Announcements 1.2.15 Adjournment (This order of business may be suspended by the Association for any extraordinary purpose by two-thirds (2/3) vote of the active members in attendance and voting.) Article VII - Section 2 - Board of Directors Meetings 2.1 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 a meeting ofthe Board of Directors. 2.3 The association Secretary shall notify each member of the Board of Directors at least a week in advance, specifying the time and place of any forthcoming meeting. Article VII - Section 3- Quorum and Majority Vote 3.1 A quorum for conducting business at the association meetings shall consist of one-third (113) of the active members registered for the conference. 3.2 A majority (more than half) of Board of Directors shall constitute a quorum for Board of Directors meeting. 3.3 In all matters of business affecting the association , a majority vote shall be decisive. ARTICLE VIII - CONFERENCES Article VIII- Section 1 - Schedule and Location 1.1 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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In the event of an emergency and/or due to unexpected circumstances, the Board of Directors shall 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. The detailed responsibilities of chairperson and committee are defined in the MAD Policy Manual under "Conference".

Article VIII- Section 2 - Conference Bids 2.1 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 the association. 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- COMMITTEES Article IX- Section 1 -Standing Committees 1.1 Standing Committees of the Association shall consist of the following: 1.1.1 Law 1.1.2 Finance 1.1.3 Legislative 1.1.4 Resolution 1.1.5 Necrology 1.1.6 Awards 1.1. 7 Hall of Fame 1.1. 8 Mississippi Deaf Cultural Museum Article IX - Section 2 - Special Committees 2.1 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-hoc committee shall expire at conclusion of the next biennial conference unless extended by the Board of Directors. Article IX - Section 3 - Committee Chairs 3.1 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 be elected by the members during the biennial conference and the chair shall be chosen by the auditors. Each committee chair's tem1 shall expire at th e conclusion of the biennial conference, if not otherwise terminated earlier or reappointed by the President. The duties and responsibilities of each committee chair and members are defined in the MAD Policy Manual under "Standing Committee". ARTICLE X- APPOINTED OFFICERS AND REPRESENTATIVES Article X- Section 1 -Appointed Officers and Representatives 1.1 Appointed officers and representatives of the Association shall consist of the following:
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In the event of an emergency and/or due to unexpected circumstances, the Board of Directors
shall 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. The detailed responsibilities of chairperson and committee are defined in the MAD Policy Manual under "Conference".

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Article VIII- Section 2 - Conference Bids 2.1 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 the association. If there is no bid by chapters to host the next biennial conference, then the MAD Board of 2.3 . Directors shall assume the responsibility for hosting the conference. ARTICLE IX- COMMITTEES Article IX- Section 1 - Standing Committees 1.1 Standing Committees of the Association shall consist of the following: 1.1.1 Law 1.1.2 Finance 1.1.3 Legislative 1.1.4 Resolution 1.1.5 Necrology 1.1.6 Awards 1.1.7 Hall ofFame 1.1.8 Mississippi Deaf Cultural Museum Article IX- Section 2 - Special Committees 2.1 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-hoc committee shall expire at conclusion of the next biennial conference unless extended by the Board of Directors. Article IX - Section 3 - Committee Chairs 3.1 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 be elected by the members during the biennial conference and the chair shall be chosen by the auditors. 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 and responsibilities of each committee chair and members are defmed in the MAD Policy Manual under "Standing Committee". ARTICLE X- APPOINTED OFFICERS AND REPRESENTATIVES Article X- Section 1 -Appointed Officers and Representatives 1.1 Appointed officers and representatives of the Association shall consist of the following:
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Parliamentarian Sergeant-at -Arms Public Relations Person Newsletter Editor NAD Conference Delegates

Article X - Section 2 -Duties and Responsibilities 2.1 The duties and responsibilities of the appointed officers and representatives are defined in the MAD Policy Manual under "Appointed Officers and Representatives". ARTICLE XI- CHAPTERS Article XI- Section 1 - Establishment 1.1 . 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 a chapter. 1.2 No' chapter shall be legally formed until presented with a chapter signed by the association President 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 residing in nearby smaller communities where there are not enough members to have a separate chapter. Article XI - Section 2 - Responsibilities 2.1 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) IS encouraged 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 chapter officers along with their addresses and telephone numbers. 2.4 Each chapter shall decide its own chapter membership dues, but the dues shall not exceed those of the parent association. Under no circumstance shall the parent association be responsible for the obligations arising 2.5 from any debts or contracts of any nature of any chapter(s). ARTICLE XII- AFFILIATES Article XII- Section 1 - Eligibility 1.1 Affiliate status may be conferred upon any organization of the deaf that desires to retain its organization identity and independent status, but wishes to become a contributor to and supporter 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 a petition 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 into the official name of the deaf organization.

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

ARTICLE XIII- PARLIAMENTARY AUTHORITY Article XIII - Section 1 - Robert's Rules of Order 1.1 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 Bylaws 1.1 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 the Law Committee no later than eight (8) weeks prior to conference of the association. The amendments shall take effect immediately upon adoption after the conference. The detailed procedures of the amendments to the bylaws are defined in the MAD Policy Manual under "Amendments to MAD Bylaws". ARTICLE XV- DISSOLUTION Article XV - Section 1 - Dissolution of Association 1.1 In the event of dissolution, the assets, after clearing the outstanding debts shall not be distributed among members, officers, or any private persons, except that this Association shall be 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 National Association of the Deaf, Inc. providing it is eligible as the tax exempt organization as described in 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 be eligible to retrieve the trust fund from the National Association of the Deaf. Any income accrued 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 turned over to the association within sixty (60) days .