BOARD NOMINATION PACKETI. INTRODUCTION

THANK YOU for your interest in serving on the Board of Directors for the Down Syndrome Affiliates in Action (DSAIA) Trade Association.

DSAIA was founded in 2006, with a mission to support and advance the growth and service capabilities of the local and regional Down syndrome organizations we serve, and to be the conduit for value-driven training, programs, best practices and support for our members. In addition to affiliates, past sponsors and participants have included National Down Syndrome Society, National Down Syndrome Congress, Global Down Syndrome Foundation, and Dads Appreciating Down Syndrome.

Due to the need to truly represent new and emerging parent-support groups as well as more established organizations, DSAIA Members participate in an open election process with a goal of identifying fifteen leaders to populate the DSAIA Board of Directors. Those Board members serve staggered three-year renewable terms, with a term limit of no more than six consecutive years.

This Packet contains the following: Election Policy & Process, Board Member Expectations and Responsibilities, the Nomination Form and Candidate Profile, Exhibit A, Policy on Conflict Of Interest and Disclosure Statement, and Exhibit B, DSAIA Bylaws. The Nomination Form and Candidate Profile and Exhibit A may be completed and submitted online. Candidates may also print the forms and complete them offline. Signature pages (only) must be signed and sent by the deadline via email or mail. All candidates are expected to turn in the signed forms to the DSAIA Executive Director.

If you have any questions or need any additional information, please contact Deanna Tharpe, Executive Director, by telephone at 701-425-7129 or by email at director@dsaia.org. Send signature pages via email to info@dsaia.org, or via mail to DSAIA, 5010 Fountainblue Drive, Bismarck, ND 58503.

DSAIA Governance Committee

BOARD NOMINATION PACKETII. ELECTION POLICY & PROCESS

The purpose of this document is to set forth the policy and procedure to be used in the identification of candidates for election to the DSAIA Board of Directors. Any DSAIA bylaws or separate policy voted on by the duly-elected DSAIA Board of Directors shall supersede this document.

1. Deadline for submission of nomination/candidate profile forms to DSAIA : The deadline for submission of signed nomination forms is no later than 5 PM CT, December 31st of this year. Voting by the General Membership will take place at the next DSAIA annual conference, at a time to be announced. If a Member is unable to have an authorized representative available for the vote, it will need to arrange for an absentee ballot from the Governance Committee.

2. Nomination and Eligibility of Candidates: General Members in good standing shall have the opportunity to nominate two candidates for any election cycle. Members are encouraged to consider and submit nominations that fit the mission and vision of the Association. Candidates should bring appropriate experience, energy, and commitment to enhance affiliate affairs. Placement of any candidate on the ballot is subject to Governance Committee approval.

3. Application for Consideration/Candidate Profile Form:

a. Any Member nominating a prospective DSAIA Board candidate and the candidate must complete the Nomination Form & Candidate Profile included in this nominating packet.

b. In the event that there are not enough candidates nominated by Members to fill the open seats, the Governance Committee may solicit and place additional candidates on the ballot.

4. One Organization, One Vote: There will be only one ballot per DSAIA Member. Due to unforeseen circumstances (including resignations or removals), there may be an undetermined number of candidates seeking election each year. Members may vote for any number of candidates up to the number of positions available on the DSAIA Board of Directors.

5. Tabulation and Notification of Election Results: Vote collection and tabulation will be monitored by an election judge selected at random from the Members in attendance at the DSAIA conference. Results will be announced immediately.

BOARD NOMINATION PACKET

III. BOARD MEMBER EXPECTATIONS AND RESPONSIBILITIES

DSAIA understands that potential board members have many personal and professional commitments. The items below are not an exhaustive list, but should serve as a good example of what a board member’s responsibilities and time commitments will be. A potential board member can expect to spend about 6-8 hours per month on DSAIA related business.

A. General Expectations

1. Support the DSAIA’s mission, purposes, goals, policies, and programs, while knowing its strengths and needs.

2. Serve for a three year term with the option of submitting your name for a second three year term.

3. Promote a positive image serving as an ambassador for the DSAIA.

B. Meetings

1. Attend the annual meeting of Members, currently planned to coincide with the DSAIA conference. At the conference, Directors are expected to be visible, accessible, and always willing to listen.

2. Prepare for and participate in (one live and the others telephonic) full Board meetings to the best of your ability. Notify the Executive Director if you cannot attend.

3. Serve on at least one committee or task force with associated meeting requirements. Committees include Governance, Development, Education & Training, Annual Conference Planning and others as established.

4. Ask timely and substantive questions at board and committee meetings consistent with personal conscience and convictions, while supporting the majority decision on issues decided by the Board.

5. Maintain confidentiality of the board’s executive sessions and speak officially for the Board only when authorized to do so, keeping in mind, however, that as a member of the DSAIA board, you always represent this organization.

6. Suggest agenda items periodically for board and committee meetings to ensure that significant policy-related issues are addressed.

7. Attendance at board and committee meetings is vital. Any officer or Board member missing two or more meetings in succession without just cause shall be replaced by the Board of Directors.

C. Avoiding Conflicts

1. Serve the Organization as a whole rather than any special interest group or constituency.2. Avoid even the appearance of a conflict of interest that might embarrass the board, and

disclose any possible conflicts to the board in a timely fashion.

BOARD NOMINATION PACKET3. Never accept (or offer) favors or gifts from (or to) anyone who does business with the

DSAIA.

D. Financial Accountability

1. Exercise prudence with the board in the control and transfer of funds.2. Faithfully read and understand the DSAIA’s financial statements and otherwise help the

board fulfill its fiduciary responsibility.

E. Fundraising

1. Make an annual gift to the DSAIA according to personal means.2. Play a leadership role in fund development which might include individual solicitation,

member recruiting, undertaking special events, writing appeal letters, hosting small gatherings, stewardship of current donors, and/or setting up meetings with prospective donors.

3. Assist the DSAIA by implementing fundraising strategies through personal influence on others.

4. Participate actively in DSAIA fundraising, special events, programs, and activities to the best of your abilities.

BOARD NOMINATION PACKET

IV. NOMINATION FORM AND CANDIDATE PROFILE

Both Sections A and B must be filled out and submitted. Every candidate must be duly nominated by a Member organization in good standing. Member organizations are limited to two nominations in any election cycle.

A. Member Organization Section

Nomination: On behalf of ___________________________________________, (‘Member”), we are delighted to nominate __________________________________________ as a candidate to the Board of Directors of DSAIA.

___________________________ _______________________ ______________

[Officer’s name] [Title] [Date]

Endorsement: (Things we should know about this candidate that they may be too humble to tell us themselves.)

BOARD NOMINATION PACKETB. Candidate Section.

Personal Information:

Name:_______________________________________ Date:_____________________

Address:________________________________________________________________

Phone:_________________________ Email:__________________________________

Spouse’s Name:__________________________________________________________

Children’s Names/Ages:____________________________________________________

Work Information:

Name:________________________________Title/Position:_______________________

Address:________________________________________________________________

Phone:________________ Fax:________________ Email:______________________

May we contact you at work? ____ Yes ____ No

Where would you like DSAIA mail sent: ____ Home ____ Work

Board Member Expectations and Responsibilities - Please refer to Section III of Packet.

Please indicate your understanding of the following by initializing each item.

A. General Expectations:

____ I have read Section A and understand the requirements.

B. Meeting Availability:

Please indicate your ability to attend/participate in the following without expense to DSAIA:

____ Prepare for and attend Board Meetings, including travel to the DSAIA Conference and monthly telephonic meetings 3 days, plus1-2 hours per month

____ Committee Meetings as scheduled by committee chairs 1-2 hours per month

____ Strategic Planning done annually 6-8 hours per year

BOARD NOMINATION PACKETC. Avoiding Conflicts

____ I have read Section C and understand the requirements.

D. Financial Accountability

____ I have read Section D and understand the requirements.

E. Fundraising

____ I have read Section E and understand the requirements.

BACKGROUND (use additional pages as needed)

Please state your motivation for becoming involved with DSAIA:

Please list your strengths, knowledge, and experience you would bring to the board:

Please list any personal experience you have had with groups serving the Ds community:

BOARD NOMINATION PACKETCommittee Involvement: As a Director, you will be required to serve on committees. Please list any specific interests, passions, or experiences that will allow the Board and Members to determine where your committee memberships might be best utilized.

Please list three references we can contact to learn more about you:

Name: Phone/Email:

Relationship:

Name: Phone/Email:

Relationship:

Name: Phone/Email:

Relationship:

Conflict of Interest Disclosure Statement: If elected to the Board, will you be able to sign the Financial Conflict of Interest Disclosure Statement attached as Exhibit A?

___ yes ___ no

If “yes” will there be significant issues to disclose that the Board Members should take into account? (Please describe)

BOARD NOMINATION PACKET

By-laws: Read the current By-Laws attached as Exhibit B and let us know of any questions/suggestion you have.

Last Chance: Please let us know anything else about you that we didn’t ask about but need to know.

By signing this application, you verify that you have read and understand all documents and/or policies included in the Board Candidate Packet, including the Election Policy & Process, Board Member Expectations and Responsibilities, Policy on Conflict of Interest, and the current DSAIA By-laws.

___________________________________ Dated: __________________[Candidate signature]

BOARD NOMINATION PACKET

EXHIBIT A

CONFLICT OF INTEREST POLICY

Fiduciary Responsibility: The Directors, Officers and employees of the Down Syndrome Affiliates in Action Trade Association (Association) have fiduciary duties to the Down Affiliates in Action Trade Association, to its members and to the community at large. In keeping with these responsibilities, each Director, Officer and employee of the Down Syndrome Affiliates in Action Trade Association has a duty to act in all matters in a manner that merits public trust and confidence. Each Director, Officer and employee of the Down Syndrome Affiliates in Action Trade Association is expected at all times to place the interests of the Down Syndrome Affiliates in Action Trade Association ahead of his or her own private interests and to fully disclose any situation involving actual or potential conflicts of interest.

Circumstances which could involve conflicts of interest include:

a. Conflicting financial interest.b. Use of confidential information for personal gain.c. Unauthorized disclosure of confidential information.d. Use of organization's time and facilities for personal purposes or other activities.e. Personal or familial financial interest in a supplier.f. Acceptance of entertainment, gifts, payments or services which have more than a nominal

value from those seeking to do business with the Association.g. Place the Association business in a firm owned or controlled by a Board member, Staff

member or one of their family members.h. Participating in any outside activity, for profit or not, which in the opinion of the Board

of Directors of the Down Syndrome Affiliates in Action Trade Association may interfere with the individual’s efficiency in discharging his or her duties, may reflect against the Down Syndrome Affiliates in Action Trade Association, may cause public criticism, or may result in revealing confidential information of the Down Syndrome Affiliates in Action Trade Association.

i. Acting as a consultant to a supplier.

It is also recognized that the appearance of a conflict of interest, when in fact it may not exist, can be damaging to the Association. Accordingly, we must be careful to avoid situations were our personal interests conflict or appear to conflict with the interest of the Association. Where a conflict exists, it must be resolved to the satisfaction of the Association in order for our respective relationship to the Association to continue.

BOARD NOMINATION PACKETAlthough most such potential conflicts are and will be deemed to be inconsequential, it is the responsibility of everyone to ensure that the Board is made aware of situations that involve personal, familial, or business relationship that could present a potential conflict of interest or the appearance of a conflict of interest. Thus, the board requires each Director and staff to:

1. Review this policy2. Disclose any possible personal, familial, or business relationships that reasonably could

give rise to a conflict of interest involving the Association, and3. Acknowledge by his or her signature on the Disclosure Form that he or she is in

accordance with the letter and spirit of this policy.

Restraint on Participation: Directors or Staff who have a conflict of interest shall refrain from participation in consideration of proposed transaction, unless for special reasons the Board or the Executive Director request information or interpretation. Persons with conflicts shall not vote, participate in discussions, or be present at the time of the vote.

BOARD NOMINATION PACKETEXHIBIT A, Continued.

CONFLICT OF INTEREST DISCLOSURE STATEMENT

Preliminary note: In order to be more comprehensive, this statement of disclosure/ questionnaire also requires you to provide information with respect to certain parties that are related to you.

These persons are termed “affiliated persons” and include the following:

a. your spouse, child, mother, father, brother or sister;b. any corporation, organization or other entity of which you are a board member, an

officer, a partner or in any way participate in management or are employed by, or are, directly or indirectly, a debt holder or the beneficial owner of any class of equity securities; and

c. any trust or other estate in which you have a substantial beneficial interest or as to which you serve as a trustee or in a similar capacity.

1. NAME: _____________________________________________________________________Please print

2. CAPACITY:

______board of directors______executive committee______officer

______committee member______staff (position): the DSAIA

3. Have you or any of your affiliated persons provided services or property to the DSAIA in the past year? _____YES _____NO

If yes, please describe the nature of the services or property and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

4. Have you or any of your affiliated persons purchased services or property from the DSAIA in the past year? _____YES _____NO

If yes, please describe the purchased services or property and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:

________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

BOARD NOMINATION PACKET5. Please indicate whether you or any of your affiliated persons had any direct or indirect interest in

any business transaction(s) in the past year to which the DSAIA was or is a party? _____YES _____NO

If yes, describe the transaction(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

6. Were you or any of your affiliated persons indebted to pay money to the DSAIA at any time in the past year (other than travel advances or the like)? _____YES _____NO

If yes, please describe the indebtedness and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

7. In the past year, did you or any of your affiliated persons receive, or become entitled to receive, directly or indirectly, any personal benefits from the DSAIA or as a result of your relationship with the DSAIA, that in the aggregate could be valued in excess of $1,000, that were not or will not be compensation directly related to your duties to the DSAIA?

_____YES _____NO

If yes, please describe the benefit(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:__________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

8. Are you or any of your affiliated persons a party to or have an interest in any pending legal proceedings involving the DSAIA? _____YES _____NO

If yes, please describe the proceeding(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

BOARD NOMINATION PACKET9. Are you aware of any other events, transactions, arrangements or other situations that have

occurred or may occur in the future that you believe should be examined by the DSAIA’s [board or a duly constituted committee thereof] in accordance with the terms and intent of the DSAIA’s conflict of interest policy? _____YES _____NO

If yes, please describe the situation(s) and if an affiliated person is involved, the identity of the affiliated person and your relationship with that person:________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________________

I HEREBY AFFIRM that I have received, read and understand the DSAIA’s conflict of interest policy and that I agree to comply with said policy, I understand that the DSAIA is charitable and in order for the DSAIA to maintain its federal tax exemption, the DSAIA must engage properly in activities which accomplish one or more of its tax-exempt purposes, and I hereby affirm that my responses to the above questions are complete and correct to the best of my information and belief. I agree that if I become aware of any information that might indicate that this disclosure is inaccurate or that I have not complied with this policy, I will notify the DSAIA immediately.

___________________________________ ________________________________

Signature Date

BOARD NOMINATION PACKETEXHIBIT B

Bylaws

Article I: Name:

This organization shall be known as Down Syndrome Affiliates in Action Trade Association.

Article II: Mission Statement:

To support and advance the growth and service capabilities of the local and regional Down syndrome organizations we serve, to be the conduit of value-driven training, programs, best practices and support for our members.

Article III: Purpose:

This organization is formed to: Create a democratic, inclusive institution designed to effectuate a grass roots, or bottom up approach to serving individuals with Down syndrome, their families and our communities; Share in the further development and presentation of a conference dedicated to affiliate issues; Grow and support affiliate groups; Maintain cooperative and respectful relationships with national organizations in a way that enhances the effectiveness of everyone involved in promoting the Down syndrome community and agenda.

Article IV: Vision Statement

Be servant leaders that respect the unique abilities, culture, and dedication of each affiliate group, affinity partner and constituent;

Rely upon and empower self-advocates to make significant contributions to every aspect of our collective efforts;

Equip affiliates with the information and tools needed to reach their goals; Cultivate an environment that encourages new ideas and creative problem solving; Act professionally in word and deed; Debate passionately on matters of importance, listen carefully to competing views, and

drop our differences when we walk away from the decision table; See our actions through others' eyes; Approach change and uncertainty with confidence; Be transparent in our objectives and operations; Take advantage of our partners' complimentary competencies to meet the needs of our

community; Develop/access technologies that foster democratic and inclusive processes and offer a

voice to all members of our community; Provide for adequate and sustainable funding; and Strive for excellence.

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Article V: Membership:

In order to become a member of the Down Syndrome Affiliates in Action Trade Association, an organization must establish, to the Board's satisfaction, that it is a duly formed not-for-profit corporation with a Board of Directors responsible for setting policies, and that it is substantially devoted (at least 50% of its time and funds) to serving individuals with Down syndrome and their families. The Board will have the discretion to relax the devotion element for multiple disability providers as long as they do not conflict with other members.

Annual Meeting: There shall be an annual general membership meeting of the Down Syndrome Affiliates in Action Trade Association called by the Board of Directors for the election of the Board, for receiving the annual reports, and the transaction of other business. Whenever possible, this will be held at the AIA annual conference.

Voting: Each member organization shall have one vote on matters put before the members, provided that such member has paid its dues current within seven business days of a scheduled vote.

Professional Member Participation: Sponsors, affinity partners, and start-up organizations will be encouraged to participate in the AIA conference and receive Association services on such terms as the Board establishes. Voting rights are not extended to professional members.

Application for Membership: Application for membership and resignation from membership must be transmitted in writing to the Executive Director. Application for membership shall contain evidence of eligibility for membership as required above, and all applications shall be submitted to the Board of Directors for their approval.

Annual Dues: The amount of the annual dues for each member of the Association shall be determined the Board of Directors.

Payments: Dues will be billed and payments made on an annual basis. Member benefits will begin immediately upon receipt of paid dues. Renewal dues will be payable annually at the first of the month in which the original dues were paid.

Past Due Accounts: Any member 60 days past due will be notified by the Executive Director, and an additional 30-day grace period given. Failure to pay dues before the expiration date of the

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BOARD NOMINATION PACKETgrace period automatically terminates membership. Any Association property must be returned to the Association office, and membership decals removed from display. There shall be no obligation upon the Association to refund any dues upon termination of membership for any case.

Reinstatement: Any former member removed from the rolls for non-payment of dues, or past the set delinquency dates, may be considered for reinstatement as a member with the full payment of dues for that year. The final decision for reinstatement shall be determined by the Executive Committee.

Membership Resignation – Suspension – Expulsion:

1. Resignation: A member organization may resign by giving 30 days written notice of its intention to do so to the Executive Director. Any member resigning shall, before the effective date of its resignation, pay all obligations owing the Association, and return to the Association any distinctive advertising material indicating membership to the Association.

2. Suspension – expulsion: Any member guilty of unfair or unethical trade practices, or violating the Bylaws of this Association may be suspended or expelled until such time as 30 days written notice has been given such member of the charge, and an opportunity to be heard by the Executive Committee. Dues are annual and non-refundable.

Article VI: Board Meetings

The usual parliamentary rules as laid down in “Robert’s Rules of Order” shall govern all deliberations, when not in conflict with these Bylaws.

Quarterly: DSAIA Trade Association Board meetings shall be held at least once per quarter. Notice of such meeting shall be posted in the newsletter, mailed, faxed, or E-mailed to the last recorded address of each Board member at least 15 days before the time appointed for the meeting. Emergency board meetings may be called by the Board President. All actions taken in an emergency board meeting will be reviewed at the next regularly scheduled board meeting.

Special: Special committee meetings of the Association may be called by either President, Executive Committee, or written request of 10% of the members of the Association. Notice of any special meeting shall be posted in the newsletter, mailed, faxed, or e-mailed to the last recorded address at once such a meeting has been scheduled, with a statement of time and place, and information as to the subject matter to be considered.

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BOARD NOMINATION PACKETQuorum: A simple majority of Board members in good standing will constitute a quorum at any Board meeting. Majority vote will rule on any decision.

Voting: In the case where a meeting does not include a quorum, voting by E-mail may occur within 24 hours of the meeting by a sufficient number of members to constitute a quorum.

Article VII: Board of Directors

The Board will consist of a maximum of 15 Directors. 

The Board of Directors of the DSAIA (subject always to the direction and control of the members as expressed in the Association’s bylaws or by the vote of the members in conformity) should have full control of the management and policies of the Association and should be vested with full power and authority to delegate to state officers and committees of the Association such powers as the Board may, from times to time, deem proper and which are not inconsistent with the Association Bylaws.

Upon being elected as Director, he/she should immediately become acquainted with the Association Bylaws and other documents stating its purposes, objectives and methods of operation. The Board of Directors shall consist of members selected from the general membership of the DSAIA.

Eligibility requirements: To be a Director of the DSAIA a candidate must be nominated by a member in good standing with all dues paid

Term: Board members will be elected for a three year term and may serve two consecutive three year terms, resulting in a term limit of 6 consecutive years of service. Board members, who are elected to fill an unfinished term of another board member or who are serving as an officer of the organization may serve for longer than 6 years.

Nominations: Members in good standing shall have the opportunity to nominate two candidates for any open Board seat. Members are encouraged to consider and submit nominations that fit the mission and vision of the Association. Written nominations from members then entitled to vote shall be submitted to the Governance Committee. Members may qualify to vote by paying their dues at any time up to seven business days before the day of the scheduled election.

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BOARD NOMINATION PACKETThe Governance Committee shall nominate a slate of candidates to the Board of Directors. The President will contact the nominated candidates for their willingness to serve if elected. The Board of Directors will approve the final candidates eligible for election by the general membership. Candidate information will be mailed or E-mailed to the general membership prior to the Annual Meeting.

Elections: Qualified candidates will be listed on the ballots from which up to five (5) will be elected to the Board of Directors. Candidates will be elected by majority vote.  Elections will take place at the Annual Meeting. Absentee ballots will be accepted by mail or E-mail prior to the Annual Meeting for members who do not have representatives present at the Annual Meeting. Terms of elected Board members begin immediately upon election at the Annual Meeting. Elected Board members will sign all required policies.

Compensation: Directors as such shall not receive any compensation for their services as Directors, but the Board may, by resolution, authorize reimbursement of expenses incurred in the performance of their duties. Such authorization may prescribe procedures for approval, and payment of such expenses by designation officers of the Association. Directors are precluded from receiving compensation for services they provide to the Association.

Resignation or Removal: Any Director may resign at any time by giving written notice to the President. Such resignation shall take effect at the time specified therein, or if no time is specified, at the time of acceptance thereof as determined by the President and Board. Any Director may be removed by a majority vote of the Directors at any regular or special meeting at which a quorum is present.

Vacancies: Any vacancies that may occur on the Board by reason of death, resignation, or otherwise may be filled by the Executive Committee for the remainder of the term.

Executive Committee: The Executive Committee shall consist of President, President Elect (during the second year of the President’s term), Vice President, Immediate Past President, Treasurer and Secretary.

Officers: The officers shall be elected by the Board of Directors by the conclusion of the first board meeting following the annual membership meeting. Officers must have served at least one full year as a DSAIA Director.

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BOARD NOMINATION PACKETOfficers Responsibilities:

President: The President shall serve a two year term and preside at all meetings of the general membership, the Executive Committee, the Board of Directors, and any special meetings. He/She shall perform all of the duties usually pertaining to the office of the President. Subject only to the authority of the Executive Board Committee, the Board of Directors, he/she shall have control of the affairs of the Association and shall be charged with the duties of carrying out the policies laid down by the membership, the Board of Directors and the Executive Committee. He/she shall enforce compliance by the officers and employees of the DSAIA within the Bylaws and other rules and committees and special committees as needed. He/She or their appointed designee shall represent the DSAIA at all state and national functions when requested and whenever possible. He/she shall be an ex-officio member of all committees. 

President Elect: The President Elect is a one year term to begin the second year of the President’s term and shall perform such duties as the President may delegate to him/her and as the Board of Directors, the Executive Committee may prescribe. In the event of the absence, death, disability or the resignation of the President, the President Elect shall preside at all meetings and perform all duties of the President. He/she shall take an active part in the Association during his/her term of office. The President should utilize the services of the President Elect and, and the President Elect should join with the President in carrying out effective programs. In order that there be continuity in the programs of the DSAIA, it should be the duty of the President Elect, not only to participate actively in the programs of the association during his/her term of office, but also plan the programs for the years in which he/she shall serve as President and to prepare him/herself, the sub-officers and committee chairperson for the next administration. While in office, he/she shall become familiar with the Bylaws, budgets, policies and other areas of the management governing the Association’s activities, as well as becoming familiar with the financial and human resources which will be available to carry out the objectives and programs during his/her term of office as President.

Vice President: The Vice President shall serve a two year term and perform such duties as may, from time to time, be assigned to him/her by the President, the Executive Committee or the Board of Directors or as may be required of him/her under other provisions of the by-laws of the Association. In the event of the absence of the President or President Elect, he/she in the order of protocol, shall be prepared to exercise all powers and duties of the Presidency. He/She shall also monitor the activities of the President in the same manner as the President Elect. Additional Vice President positions may be created by the Board of Directors as needed to fill specific needs.

Treasurer: The Treasurer shall serve a two year term, and it shall be the duty of the Treasurer to supervise the finances of the Association and to keep in close contact with the Executive Director as to the receipts and disbursements of the Association funds. He/she shall be

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BOARD NOMINATION PACKETresponsible for, in cooperation with the Executive Director, the preparation and distribution of the financial report to the officers and Directors of the Association quarterly. It shall be the responsibility of the Treasurer to see that the Executive Director files an annual report certified by audit by a reputable accounting firm.

Secretary: The Secretary shall serve a two year term and be custodian of the corporate records of the Association. He/She shall attend and keep proper minutes of all meetings of the general membership, Board of Directors and Executive Committee. The Secretary will submit regional and convention meeting minutes to Executive Director for review within 30 days of meetings. An approved overview of the minutes will then be included in the next available issue of the newsletter. He/she shall perform such duties as may, from time to time, be assigned to him/her under the provisions of the Bylaws of the Association. It shall be his/her duty, in cooperation with the Executive Director, to see the distribution of proper notices of any and all meetings and to distribute the minutes of said meetings.

Immediate Past President: He/she shall serve one year on the Executive Committee as a voting member and as an advisor to the President.

Article VIII Committees:  

The Board shall have standing and ad hoc committees that may include:

Conference Member Services Training and Education Legislative Governance Development Membership Recruitment and Retention

Article IX: Fiscal Year

The fiscal year shall commence in the first (1st) day of January and shall end on the thirty-first (31st) day of December.

Article X: Indemnification

Allowable Indemnification: DSAIA may, in its discretion and to the fullest extent allowed by applicable law, agree to indemnify any Director, officer or employee of DSAIA from any claim, suit, action, proceeding, prosecution, judgment, fine, loss, damage, and/or cost including reasonable attorney’s fees, arising from liability resulting from actions taken pursuant to and

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BOARD NOMINATION PACKETwithin the scope of DSAIA Bylaws and reasonably believed to be in the best interest of DSAIA. With regard to criminal actions, DSAIA may indemnify any Director, officer or employee of DSAIA if the actions or omissions were performed with reasonable cause to believe that the conduct was: 1) in fact lawful; and 2) within the scope of DSAIA Bylaws; and 3) in the best interest of DSAIA.

Bar on Indemnification: DSAIA shall not be liable for, and shall not reimburse Directors, officers or employees for losses, claims, damages, liabilities or related expenses resulting from their actions involving willful misconduct or from actions that were not permitted by the terms of DSAIA Bylaws.

Determination: The determination to indemnify shall be made:

(a) By the Board of Directors by majority vote of a quorum consisting of Directors not at the time parties to the proceeding;

(b) If a quorum cannot be obtained under paragraph (a) of this subsection, by majority vote of a committee duly designated by the Board of Directors (in which designation Directors who are parties may participate), consisting solely of two or more Directors not at the time parties to the proceeding.

Extension Beyond Term of Office: The protections offered by this indemnification section survive the term of office for Directors and officers for actions and omissions taken during the Director or officer’s term of office.

Insurance: DSAIA may purchase and maintain insurance to address liability asserted against or incurred as a result of the actions or omissions of Directors, officers, employees or agents, whether or not DSAIA would have power to indemnify those persons against liability pursuant to these Bylaws.

Severability: In the event that any of the provisions of this Article X (including any provision within a single sentence) is held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, the remaining provisions are severable and shall remain enforceable to the fullest extent permitted by law.

Article XI: Dissolution

The Association shall use its funds only to accomplish the objectives and purposes specified in these Bylaws. No part of said funds shall inure, or be distributed, to the members of the Association. On dissolution of the Association, any funds remaining shall be distributed to one or more organized and qualified charitable, Down syndrome organizations to be selected by the Board of Directors.

Article XII: Amendments

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BOARD NOMINATION PACKETUpon proposal by the Board of Directors, these bylaws may be amended, repealed, or altered, in whole or in part, by a simple majority vote at any meeting of the Board of Directors.

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