ADPCA Bylaws

BYLAWS
OF
ASSOCIATION FOR THE
DEVELOPMENT OF THE PERSON CENTERED APPROACH

ARTICLE I–DEFINITIONS

The following words and terms, as used in these Bylaws of the ASSOCIATION FOR THE DEVELOPMENT OF THE PERSON CENTERED APPROACH, an Illinois not for profit Corporation, shall, unless the context shall otherwise require, mean and be defined as:

    (a) “Association”: the aforesaid Corporation.

    (b) “Membership”: persons admitted to membership whose dues are currently paid acting through those members constituting a quorum at an authorized annual meeting.

    (c) “Registered Office”: that office maintained by the Association in this state, and the address which is on file with the Secretary of State.

    (d) “Executive Committee”: the duly elected officers for the current year.

    (e) “Purpose”: The purpose of this organization is stated in its Articles of Incorporation.

ARTICLE II

OFFICES AND REGISTERED AGENT

Section 1–PRINCIPAL OFFICE

The principal office of the Association shall be in Chicago, Illinois, and there may be such other offices as the Executive Committee shall designate.

Section 2–REGISTERED OFFICE

The registered office of the Association and the registered agent may, from time to time, be changed by the Executive Committee.

MEMBERS

Section 3–ADMISSION OF MEMBERS

Prospective individual adult Applicants shall be admitted upon compliance with the minimal admission procedures set by the Membership from time to time in accord with these Bylaws. Applicants for membership shall forward to the secretary a written application in such form as the Membership shall from time to time determine together with payment of initial dues according to the current dues schedule.

Section 4–VOTING RIGHTS

Each member shall be entitled to one vote on each matter submitted to a vote of the members.

Section 5–NO MEMBERSHIP CERTIFICATES

No membership certificates of the Association shall be required.

Section 6–CO-MEMBERS

Two Applicants who reside together at the same address may apply for Co-Membership at the reduced dues rate. Co-Membership will entitle each to full voting membership and both one set of the mailings, the newsletters and the Journals.

Section 7–INSTITUTIONAL SUBSCRIBERS

Associations, organizations and institutions may apply to become Institutional Subscribers which will entitle them to receive the newsletter and journal.

Section 8–PUBLICATIONS

Members and Subscribers who have paid their dues shall receive the newsletter and Journal at no extra cost.

ARTICLE III–MEMBERS’ MEETINGS

Section 1–ANNUAL MEETING

The annual meeting of the members shall be held on such dates and at such times and places as may be designated from time to time by the Membership at the Annual Conference. The meeting shall be for the purpose of electing Officers, setting the date and place for the next annual Conference, and for the transaction of such other business as may come before the meeting.

Section 2–TIME AND PLACE OF MEETINGS

The Annual Conference Committee may designate a place at or convenient to the place of the Annual Conference as the place of meeting each annual meeting. Meetings shall be held in two or three sessions during the Annual Conference and shall convene no earlier than 9 o’clock in the morning and shall adjourn prior to midnight.

Section 3–NOTICE OF MEETINGS

Written or printed notice stating the place, day, and hour of the meeting, shall be delivered to members registering for the annual conference on or before the registration day.

Section 4–QUORUM

Fifteen shall constitute a quorum at any meeting of members. In all meetings those present shall strive for consensus (unanimity). Unanimity shall be required for an act of the meeting to be an act of the members, unless there is an affirmative vote of three fourths of those present adopting a resolution wherein it is stated that the resolution is a necessary act of the Association to carry on the business of the Association.

Section 5–NO PROXIES

At meetings of members, no member may vote by proxy.

Section 6–GENERAL POWERS

The business and affairs of the Association shall be managed by its Membership, except as is required by the applicable Not-for-Profit Corporation Act, the Articles of Incorporation or these bylaws.

ARTICLE IV–THE EXECUTIVE COMMITTEE

Section 1–POWERS

The Executive Committee shall act as this Association’s Executive Committee and shall have all of the authority and immunities accorded not for profit Boards of Directors in this state, except as reserved to the Membership and otherwise limited herein, shall carry out and execute the will of the Membership and accordingly shall:

    (a) Manage the Corporate affairs of the Association, except as otherwise provided in the Articles of Incorporation or these Bylaws.

    (b) Adopt a corporate seal as the seal of the Association.

    (c) Designate a banking institution or institutions as depository for the Association’s funds, designate the officers authorized to make withdrawals therefrom, and execute obligations on behalf of the Association.

Section 2–NUMBER

The Executive Committee shall be three in number.

Section 3–COMPOSITION

The Executive Committee shall be composed of the Officers elected by the membership at the Annual meeting and they shall hold office for a term of one (1) year or until their successors shall have been elected.

Section 4–MEETINGS

Executive Committee meetings may be called at such times as the Chairperson or a majority of the Executive Committee shall elect. All meetings of the Executive Committe shall be held upon call of the Chairperson, who shall act as the presiding officer, or of a majority of the Executive Committee, and shall be held at the place designated in the call. Notice of such meetings may be given orally or in writing at least twenty-hours prior to the meeting. Notice shall be deemed waived by the Executive Committee in attendance. The Chairperson, with consent of the Board of Executive Committee, may establish regular meetings without notice other than the resolution consenting to such regular meetings.

Section 5–QUORUM

A majority of the Executive Committee shall constitute a quorum to transact business of the Association.

Section 6–CONFLICT OF INTEREST

If an elected Executive Committee member has a financial interest in any item under consideration, they must identify that interest and refrain from voting on that item.

Section 7–TELEPHONIC COMMUNICATION

Executive Committee members and committee members, may participate in and act at any meeting of the Membership or Executive or other committee through the use of a conference telephone or other communications equipment by means of which all persons participating in the meeting can communicate with each other. Participation in such meeting shall constitute attendance and presence in person at the meeting of the person or persons so participating. A signature transmitted by facsimile transmission shall be acceptable for all purposes.

ARTICLE V–OFFICERS

Section 1–NUMBER

The officers of the Association shall be a chairperson, a treasurer, and a secretary, and such assistant treasurers, assistant secretaries, or other officers as may be elected or appointed by the Membership. Any two or more offices may be held by the same person except the offices of chairperson and secretary.

Section 2–ELECTION AND TERM OF OFFICE

The officers of the Association shall be elected annually by the Membership at each annual meeting of members. Each officer shall hold office until his/her successor shall have been duly elected and shall have qualified or until his/her death or until he/she shall resign or shall have been removed. Election or appointment of an officer or agent shall not of itself create contract rights.

Section 3–CHAIRPERSON

The chairperson shall be elected from among the members. He/she shall be the Chairperson of the next annual conference committee, and he/she shall preside at all meetings of the Executive Committee and convene the annual meeting of the Membership. He/she may sign, with the secretary or any other proper officer, any documents authorized by the membership or shall be required by law to be signed or executed. He/she shall have such other powers and duties as may be prescribed by the membership.

Section 4–TREASURER

If required by the Membership, the treasurer shall give a bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Membership shall determine. He/she shall:

    (a) Have charge and custody of and be responsible for all funds and securities of the Association; receive and give receipts for moneys due and payable to the Association from any source whatsoever, and deposit all such moneys in the name of the Association in such banks, trust companies or other depositories as shall be elected in accordance with the provisions of these bylaws;

    (b) In general perform all the duties incident to the office of treasurer and such other duties as from time to time may be assigned to him by the Membership or by the Executive Committee.

Section 5–SECRETARY

The secretary shall:

    (a) Keep the minutes of the members’ and of the Executive Committee’s meetings in one or more books provided for that purpose;

    (b) See that all notices are duly given in accordance with the provisions of these bylaws or as required by law;

    (c) Be custodian of the corporate records and of the seal of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association under its seal is duly authorized in accordance with the provisions of these bylaws, and the seal may be attested by his signature;

    (d) Keep a register of the post-office address of each member which shall be furnished to the secretary by such member;

    (e) In general perform all duties incident to the office of secretary and such other duties as from time to time may be assigned to him by the Executive Committee or the Membership.

ARTICLE VI–COMMITTEES

Section 1–STANDING

The Membership, by resolution may designate and appoint one or more committees each of which shall consist of one or more members, which committees shall have and exercise the authority conferred in such resolution (Standing Committees). There shall be the following Standing Committees:

    (a) Membership

    (b) Newsletter

    (c) Journal

    (d) Annual Conference

    (e) Web Site

    (f) Others as established by resolution

Section 2–AD HOC

The Membership, by resolution may establish Ad Hoc Committees.

Section 3–TERM OF OFFICE

Committee members shall serve for the life of the committee or until removed. Committee members may be removed by the same authority that appointed them.

Section 4–CHAIRPERSON AND REPORTER

One member of each committee shall be appointed chairperson by the Membership and one member of each committee may be appointed reporter.

Section 5–VACANCIES

Vacancies in the membership of any committee may be filled by appointments made in the same manner as provided in the case of the original appointments.

Section 6–QUORUM

Unless otherwise provided in the resolution or charge designating a committee, a majority of the whole committee shall constitute a quorum and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee. Members of a committee who dissent to committee majority reports may submit written minority reports through the chairperson of such committee.

ARTICLE VII–ADMINISTRATION

Section 1–EXECUTIVE PERSONNEL

The Executive Committee may appoint executive personnel and staff according to such terms and conditions as it shall select.

Section 2–BOND

The Treasurer and any signator on any bank account of the Association may be required at the discretion of the Board of Executive Committee to give bond in an amount to be fixed by the Board of Executive Committee at the expense of the Association.

Section 3–COMPENSATION AND REIMBURSEMENTS

Officers and Executive Committee as such shall not receive any salary or compensation for their services. Officers and Executive Committee may receive reimbursements for out-of-pocket expenses when authorized.

Section 4–RULES

The Board of Executive Committee and the Committees may from time to time by resolution adopt rules to supplement and implement the bylaws provided that such rules are not inconsistent with the bylaws or the Articles of Incorporation.

Section 5–FUNDS

All funds of the Association shall be deposited from time to time to the credit of the Association at such banks or other depositories as the Executive Committee shall select.

Section 6–BOOKS AND RECORDS

The Association shall keep correct and complete books and records of account and shall also keep minutes of the proceedings of the Executive Committee and Committees having authority of Membership and shall keep at the registered or principal office a record of the names and addresses of the Membership entitled to vote. All books and records of the Association may be inspected by any Member or his agent or attorney for any proper purpose at any reasonable time.

ARTICLE VIII–AFFILIATION

AFFILIATION This Association may affiliate with any charitable tax exempt organization dedicated to similar goals.

ARTICLE IX–DISSOLUTION

Upon the dissolution of the organization, assets shall be distributed for one or more tax exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986 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 so disposed of shall be disposed of by the court of the county in which the principal office of the Association 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.

ARTICLE X–INDEMNIFICATION OF OFFICERS

Section 1–INDEMNIFICATION

Each officer of the Association now or hereafter serving as such, shall be indemnified by the Association against any and all claims and liabilities to which he/she has or shall become subject by reason of serving or having served as such Trustee or officer, or by reason of any action alleged to have been taken, omitted or neglected by him as such Trustee or officer; and the Association shall reimburse each such person for all legal expenses reasonably incurred by him in connection with any such claim or liability; provided, however, that no such person shall be indemnified against, or be reimbursed for any expense incurred in connection with, any claim or liability arising out of his own willful misconduct or gross negligence.

Section 2–LIMITS

The amount paid to any officer by way of indemnification shall not exceed his actual, reasonable, and necessary expenses incurred in connection with the matter involved, and such additional amount as may be fixed by the Board of Executive Committee, and any determination so made shall be binding on the indemnified officer.

ARTICLE XI–DUES

Section 1–ANNUAL DUES

The Membership may establish annual dues for members.

Section 2–PAYMENT OF DUES

The annual dues, if any, shall be payable as the Membership shall determine.

Section 3–DEFAULT IN PAYMENT OF DUES

If any member shall fail to pay the dues within the time provided by the Membership, and shall remain in default thereof for a period of 60 days, such Member may be suspended or expelled as the Membership sees fit.

ARTICLE XII–THE FISCAL PERIOD

The fiscal year of the Association shall begin on the 1st day of July and shall end on the 30th day of June.

ARTICLE XIII–MEETING PROCEDURES

Meetings shall be informal, self-governed with courtesy and consideration of the time and opinions of others. The Meetings will strive for consent and reasonable compromise. Meeting rules may be adopted by the members of any meeting which are fair and not in violation of the applicable laws, the Associations principals or these bylaws.

ARTICLE XIV–AMENDMENTS

The Bylaws of the Association may be amended, repealed or new Bylaws adopted by an affirmative three-fourths vote of a Membership meeting with not less than twice the usual quorum after at least 10 days’ notice in the newsletter of the amendment to be presented.

Note: This version of the bylaws is identical in wording to other PDF and hard copy versions, but reformatted as a web page with table of contents. As a result, some headings appearing as multiple lines in other documents have been merged into a single line in this version. 30 October 2020.