BYLAWS

of the

AUTISM SOCIETY OF DALLAS

A Chapter of the Autism Society of America

Re-established 2006

Amended, Restated and Altered 2008

PREAMBLE

These Bylaws are subject to, and governed by, the Texas Business Organizations Code (BOC), Chapter 252, formerly The Texas Uniform Unincorporated Nonprofit Association Act. A “nonprofit association” is defined as an unincorporated organization, other than one created by a trust, consisting of three or more members joined by mutual consent for a common, nonprofit purpose. Under Chapter 252, an unincorporated nonprofit association is treated for certain issues as a separate legal entity as opposed to an aggregate of individuals. Chapter 252 applies to all unincorporated nonprofit associations formed on or after January 1, 2006, regardless of whether the entities are tax exempt under the provisions of state or federal law.

ARTICLE I – Purpose

The Autism Society of Dallas (hereinafter referred to as the “Chapter or ASD”) serves individuals on the autism spectrum, their families, and their communities by providing information, support, and advocacy; by promoting awareness of autism that values the dignity and uniqueness of each individual; and by working to improve the quality and access to services and to educational opportunities.

The Autism Society of Dallas fulfills its mission by following these guiding principles.

The Autism Society of Dallas:

1. Notes that when provided the opportunity, all individuals on the autism spectrum have a contribution to make to their family, to their community, and to society at large. Therefore, the Chapter supports meaningful participation and self-determination in all aspects of life for individuals on the autism spectrum and their families;

2. Supports individuals on the autism spectrum to find their own voice through self-advocacy;

3. Informs individuals and families directly affected by autism and local service providers by seeking out opportunities to educate all in best practices in support and treatment;

4. Promotes better awareness and understanding of the autism spectrum; it provides information and resources to the autism community and to the public at large in a manner that is most effective with each target audience;

5. Advocates for public policy and funding that expands educational, vocational, therapeutic, recreational, social, and residential options for individuals, as well as research opportunities and medical knowledge regarding individuals on the autism spectrum;

6. Promotes collaborative relationships between individuals on the autism spectrum, their families, and their service providers;

7. Encourages cooperation between schools, agencies, organizations, and other professionals involved in the lives of people within the autism spectrum.

ARTICLE II – Membership

Section 1: Eligibility

Membership is open to anyone with an interest in autism who is willing to work to improve the lives of all affected by autism and who subscribes to the purposes of the Autism Society of Dallas and the Autism Society of America.

Section 2: Admission to Membership

All eligible persons may be admitted to membership upon payment of the current annual dues required for membership in the Autism Society of America. The annual membership period will begin the date dues are received and recorded by the Autism Society of America. All ASA memberships include membership with the Autism Society of Dallas.

Section 3: Classes of Members/Annual Dues

The Autism Society of Dallas has no control over the amount that ASA requires for a membership. They may increase their dues or make changes to their policies at any time. Any changes to ASA’s due or policies will effect ASD. ASA fees are located on membership applications found at Autism Society of America on the internet. The following memberships apply:

• Individual member – any adult individual on the autism spectrum which joins separately from family, and any single parent of an adult that chooses to join separately instead of as a family, and any professional that chooses to join separately from an entity or organization with which they may be involved.

• Family member – any two parent household and the individual on the autism spectrum as well as any siblings, any single parent household with child under age of twenty-one, and any family situation that wishes to receive two votes on Chapter issues.

• Professional member – an organization or entity that serves children and/or adults on the autism spectrum.

Section 4: Dues

The Board of Directors (sometimes referred to as “the Board”) may at any time determine to set annual Chapter dues for its members if by so doing the Chapter is not outside the guidelines set by ASA. These Chapter dues are in addition to any dues the Autism Society of America, Inc., may assess.

1. Additional fees may be required as the Board of Directors directs, with the approval of a majority of members in good standing. ASD will collect Chapter dues if instated. All prospective members joining a local chapter must first join ASA.

2. The Board may set a subscription fee for the Chapter’s newsletter for non-members.

3. The amount of annual Chapter dues shall be recommended by the Board of Directors and shall be approved by a two-thirds vote of the members in attendance during a regular meeting. Any proposed change to the Chapter dues must be publicized to the Chapter members at least two weeks prior to the regular meeting at which the vote on the change would take place.

4. Bank accounts in the name of the Chapter shall be established and maintained as directed by the Board of Directors.

5. Signatory authority for all bank accounts shall reside in the duly elected President, Vice President, Secretary, and Treasurer.

6. An Audit Committee consisting of two members in good standing shall be appointed by the President at the May meeting of each year. These individuals shall not be members of the Board of Directors. The Audit Committee shall examine all financial records of the Chapter and provide a report of its findings and recommendations to the Board at the August meeting prior to elections in September. This report shall be in writing, and shall be maintained as part of the permanent records of the Chapter.

7. The fiscal year of the Chapter shall be January 1 through December 31.

Section 5: Suspension of Membership Privileges

Annual dues or other financial obligations of a member to the Chapter shall be paid within forty-five (45) days from the date of notice thereof to the member in order to retain membership privileges. The Autism Society of America will notify current members when membership fees are due.

Section 6: Revocation of Membership

For just cause, the Board may revoke any membership. Before such revocation, the member in question shall be notified of the proposed revocation and the reasons for such proposed revocation. Such notice shall be by registered mail to the member whose membership is proposed to be revoked. Such notice shall be placed in the United States mail not less than two weeks prior to the date of the meeting at which the Board is to consider such membership revocation. The member whose membership is proposed to be revoked may submit written information on his/her/their behalf for consideration by the Board at the meeting for which notice was given. A member may be present in person at the Board meeting for which notice was given, and a member shall have the right to address the Board regarding the proposed revocation prior to a vote by the Board upon such proposed revocation. The Board shall allow the member reasonable time to address the Board. Revocation of a membership shall be by a two-thirds vote of a quorum of the Board. A membership, which has previously been revoked as provided in this section, may be reinstated by a vote of two-thirds of a quorum of the Board.

ARTICLE III – Meetings

Section 1: Membership Meeting Types

1. Meetings of Members – The purpose of these meetings is to carry out the Chapter’s mission. Meetings of the members shall be held at a time and place that is at the discretion of the Board.

2. Annual General Meeting – The purpose of this meeting is to report on the previous year and hold elections. An annual general meeting of the Members shall be held no later than October 1 of each year. The President shall make a report to the membership, a financial report shall be available for inspection and discussion, and election of officers and board members shall take place. Members may call for items to be placed on the agenda by notifying the President or Secretary at least two weeks before the meeting. Other items may be taken up from the floor after advance agenda items have been addressed.

3. Special Membership Meeting – The purpose of this meeting is to conduct Chapter business that the Board deems as necessary to require approval by the membership at large. Special Meetings of the members may be called by the President or by a quorum of the Board of Directors.

Section 2: Voting and Quorum at Business Meetings

A quorum for Business Meetings shall consist of ten Members or one-fourth of all Members, whichever is less. Each individual membership (individual/professional) holds one vote. Family membership holds two votes. All voting at Business Meetings shall be in person.

Section 3: Authority

Section 252.010 of the Texas Business Organizations Code (BOC) requires nonprofit associations to maintain correct and complete books and records of account and make those records available to its members. Under this section, the attorney general is given the authority to examine those books and records and investigate the association to determine if a violation of any law of this state has occurred.

Except where inconsistent with these bylaws, the rules contained in the most recent addition of Robert’s Rules of Order shall govern the conduct of the Chapter in all cases to which they are applicable.

Section 4: Notice of Meetings

Notice of Annual General and Special Meetings shall be provided to the Members by the Secretary not less than 14 days or more than 90 days prior to the meeting. Notice may be made by U.S. Mail or, if a Member so elects, by electronic mail or facsimile transmission. Notice will be mailed out in the newsletter, “Autism Matters”, as well as a reminder by electronic mail within two weeks of the meeting.

ARTICLE IV – Directors

Section 1: Board of Directors

There shall be a Board of Directors which shall consist of at least four members: President, Vice-President, Treasurer, Secretary, and Immediate Past President to make five members when applicable. There shall be a maximum of twenty members of the Board of Directors. The President, at the completion of a term of office, unless previously removed from office, shall become the Immediate Past President and shall have a seat on the Board for as long as that condition exists following his/her leaving the office of President.

Section 2: Election Term

The Board Members shall be nominated and elected by the general membership at the Annual Meeting of the Members. To maintain continuity, only one-half of the current slate of Officers and Directors shall be elected in any single year. Officers rotating for election shall be as follows: Vice-President, Treasurer, and fifty percent (50%) of the Directors At Large in the election year 2008; President, Secretary, and fifty percent (50%) of the Directors at Large the following year. Any officer may resign at any time upon written notice to the Board of Directors, and such resignation shall be effective when notice is delivered, unless the notice specifies a later effective date. If the Board determines it necessary, the President may appoint a Director At Large to fill the vacated position for the remainder of the term prior to election date.

Section 3: Powers

The Board shall be the governing body of the Chapter. The Board shall have the lawful powers to carry out the purposes of and conduct the business of this Chapter. The Board shall have the right to amend the By-laws of this Chapter in order to keep current with changes within the Autism Society of America and/or laws of the State of Texas by which we are bound.

Section 4: Vacancy

In the event an elected Board member resigns in writing, loses membership, is removed for cause in accordance with procedures for Officers in Article V, Section 6, or cannot serve for other good reasons, the Board shall by a majority vote, elect a person to fill the vacant seat and serve the remainder of the unexpired term if deemed necessary. ASD may choose to function as a Board with as few as seven members if an undue hardship does not exist by doing so. It is at the discretion of the Board to determine the necessity for appointment without holding a general membership election.

Section 5: Regular Meetings

The Board must meet at least quarterly and from time to time as necessary to conduct the affairs of the Chapter. These meetings may coincide with the regular membership meetings.

Section 6: Special Meetings

Special Meetings of the Board may be called by the President on the President’s own initiative or must be called at the written request of thirty percent (30%) of the members of the Board stating the reason and the purpose thereof.

Section 7: Notice of Meetings

Each Board member must be given two days notice prior to each Board of Director’s meeting. A Director may waive such notice. The Secretary shall prepare and distribute minutes of all meetings within a timely period. Minutes may be distributed through e-mail and corrections sent to the Secretary prior to the next meeting. Once corrections are made, the Secretary may e-mail an amended copy of the minutes. Voting for approval of minutes will take place at the next scheduled Board meeting.

Section 8: Quorum for Directors

Fifty percent (50%) of the members of the Board of Directors shall constitute a quorum. A written proxy naming the Board member(s) entitled to exercise the proxy may be used to constitute a quorum. Such proxies must be in writing, received by the Secretary prior to the meeting, and must be restricted to specific agenda items.

Section 9: Voting

Except as otherwise provided by these Bylaws, all action of the Board shall be taken by a majority vote of the Board members present in person or by proxy at any meeting at which there is a quorum as defined by ARTICLE IV, Section 8, and all such action shall be deemed valid.

Section 10: Term of Office

Officers shall begin term of office on October 1^st of each year and retain the office for a period of two (2) years. An officer may serve no more than two consecutive two-year terms in the same office.

ARTICLE V – Officers

The Officers of this Chapter shall consist of at least President, Vice-President, Secretary, and Treasurer. Immediate Past President and Parliamentarian may also be considered Officers when applicable. These Officers, with the exception of the Immediate Past President, shall be elected by direct vote of the membership as provided in ARTICLE VI, Section 5.

Section 1: President

The President shall have the general responsibility for the activities of this Chapter and the powers and duties usually associated with the office of the President and shall have such powers and perform such duties as may be prescribed by these Bylaws. The President shall preside at all meetings of the Chapter and Board of Directors.

The President may designate and appoint committees of the Board as deemed necessary. Each Board committee shall be chaired, or co-chaired, by a Board member appointed by the President or, at the President’s discretion, selected by the committee’s members, subject to the approval of the Board. Non-Board members may be appointed to any Board committees at the discretion of the President. Committees that are not standing committees may be chaired, or co-chaired, by non-Board members, subject to the approval of the Board.

The President shall be empowered to conduct such official business, including voting, as may be necessary by mail, email or telephone. The President shall also provide an agenda to the Board at least five (5) days prior to the meeting in order to allow time for Board members to prepare for discussion of agenda items.

Section 2 – Vice-President

The Vice-President shall assist the President in the performance of official duties and shall assume such other duties as assigned by the President and approved by the Board. In the absence of the President, the Vice-President shall assume the duties of the President, and shall preside at the meetings of the Board and Chapter. In the event that the President is unable to serve, the Vice-President shall assume the duties of the President for the remainder of the President’s term.

Section 3 – Secretary

The Secretary shall have responsibility for and maintenance of the Chapter’s Bylaws. Bylaws must be reviewed and updated at least every two years. The Secretary shall keep an accurate record of the proceedings of all meetings of the Chapter and of the Board. The Secretary shall be the custodian of all the books and records of the Chapter, except those specifically assigned to others. An up-to-date membership list shall be maintained by the Secretary who shall, at the direction of the President, send out membership renewals and notices of all meetings of the Chapter. The Secretary shall cause all ballots approved by the Board to be validated and counted in accordance with ARTICLE VI, Section 5. Such correspondence as may be requested by the President or Board shall be conducted by the Secretary.

Section 4 – Treasurer

The Treasurer shall have oversight of the receipts and deposits in the name of the Chapter, and the disbursement of funds. The Treasurer shall be responsible for the financial records of the Chapter and shall chair the Budget and Finance Committee. The Treasurer may receive funds at any appropriate address that is convenient for the Treasurer and approved by the Board. All membership forms received by Treasurer will be forwarded to the Secretary for permanent records. Brief financial reports should be made at least quarterly, or by request from the Board, and a formal presentation of the year’s financial report shall be presented to the general membership at the Annual Meeting.

The Treasurer shall prepare and submit to the Board a financial statement showing the net worth at the close of the fiscal year, and cause a certified public accountant to audit the organization books and records at least every three years, or when deemed necessary. The Treasurer shall submit an annual financial report to the President for approval by the Board to be sent to ASA in the required financial form for submission of tax information to the IRS.

Section 5 – Parliamentarian

The Parliamentarian shall be responsible for providing for the proper governance of all Autism Society of Dallas meetings, events, and functions through the use of parliamentary procedure. The Parliamentarian, or designated representative, will have available at each meeting the most recent issue of Robert’s Rules of Order. He/She shall also have the ability to assign his/her duties as necessary. The Parliamentarian shall be responsible for arbitrating disputes over the parliamentary procedures adopted by the Bylaws. If there is an egregious abuse of parliamentary procedure, the Parliamentarian has the privileges of the floor in order to raise a point of order.

Section 6 – Vacancies

In the event that an office becomes vacant the Board shall, within sixty (60) days, by a majority vote, name a person to fill the unexpired term of the office. The Board may by a sixty percent (60%) vote vacate any office for cause or whenever the Board shall determine that the incumbent is unable to perform the duties of such office. The Officer affected shall be given written notice of any such proposed action of the board together with a detailed statement of reason therefor at least forty (40) days before the removal action by the Board. The Officer shall have the right to respond to such notice within thirty (30) days after the receipt of such notice. No removed Officer may succeed to any other office.

Section 7 – Fiscal or Legal Improprieties

In the event of fiscal or legal improprieties, the Board shall have the right to vacate any office without prior notice. In case of emergency the President shall have the right to take such action. This must be ratified by a majority vote of the Board within ten (10) days of the action. In the event of alleged impropriety of the President, the Vice-President shall have the right to take such action. The vacated Officer shall have the right to appeal within thirty (30) days.

Section 8 – Acts of the Chapter

The business of the Chapter shall be managed by the Board of Directors. No person shall act in the name of the Chapter except as authorized in these Bylaws or by the Board of Directors, the President, or vote of the members. No person shall, without the approval of the President or the Board of Directors, send any letter, notice, or other written communication in the name of the Chapter to the members or to any other person, including an association, government agency, or public official regarding policy matters of the Autism Society of Dallas.

ARTICLE VI – Nominations and Elections

Section 1: Nominating Committee

A Nominating Committee appointed by the President shall consist of a Director and two (2) other members of the Chapter by May of each year and must be approved by the Board. The President shall inform the committee of the number of seats to be filled.

Section 2: Notice

In the May/June issue of the newsletter, there shall be a “Call for Nominations” from the general membership to fill expected vacancies. Nominations from the membership will be made in accordance with procedures approved by the Board and published with the “Call for Nominations.”

Section 3: Qualifications

Any member, aged 21 years and older, is eligible for a position on the Board. All board members must reside in the area being served by the Autism Society of Dallas. All board members must be members in good standing with the Autism Society of America and the Autism Society of Dallas.

Section 4: Candidates

The Nominating Committee shall nominate at least one (1) person for each vacant seat. A member shall become a candidate for an office by nomination of the Nominating Committee or by nomination by a member in accordance with the procedural requirements prescribed by the Board and published in the newsletter of the Chapter along with the “Call for Nominations”.

Section 5: Elections

In accordance with the procedures established by the Board of Directors, the Secretary shall prepare a recommended ballot and provide a brief qualifying biography of each candidate.

ARTICLE VII - Committees

Section 1: Standing Committees

The Standing Committees of the Society shall be:

1. Executive Committee

2. Program Committee

3. Public Relations Committee

4. Advocacy & Partnerships Committee

5. Budget and Finance Committee

and such other committees as the Board may determine.

Section 2: Executive Committee

The Executive Committee, chaired by the President, shall include the President, Vice-President, Secretary, Treasurer, Immediate Past President (ex officio) and Parliamentarian. The Executive Committee serves as the oversight committee and provides overall executive direction and support to the Chapter. The Executive Committee advises and assists the President and between meetings of the Board of Directors has the powers of the Board of Directors, except the power to pass Bylaws. Decisions of the Executive Committee made between Board Meetings must be ratified by the full Board of Directors at the next Board Meeting. The Executive Committee works to maintain a solid infrastructure and increase funds, enhancing the Chapter’s ability to support a diverse membership and maintain the resources required for effective operation.

Section 3: Program Committee

The Program Committee shall coordinate efforts to educate individuals with autism, families, educators, support professionals and community members on Autism Spectrum Disorders through information, speakers, support group meetings, workshops, and conferences. The committee chair shall assign hospitality duties for monthly meetings and other events.

Section 4: Public Relations Committee

The Public Relations Committee shall support and promote the efforts, activities and membership of the Autism Society of Dallas through published materials, a website, newsletters, advertising, media outreach, special events, and organization of activities to celebrate Autism Awareness.

Section 5: Advocacy and Partnerships Committee

The Advocacy and Partnerships Committee shall work to enhance Autism Society of Dallas communities and make them more inclusive of individuals with autism spectrum disorders and their families. The Advocacy and Partnerships Committee will work to protect the rights of, and secure resources and services for people with autism and their families through strategic partnerships and through advocacy efforts.

Section 6: Budget and Finance Committee

The Budget and Finance Committee, chaired by the Treasurer, shall be responsible for matters concerning the finances of the Autism Society of Dallas, including its annual financial statement.

Section 7: Privacy Statement

The Autism Society of Dallas respects the privacy of our members and visitors. We retain the contact information and e-mail addresses of our members, meeting and event attendees, and others who request event information, and periodically send out announcements of future happenings and pertinent information. Anyone who wishes can choose to be removed from our mailing list at any time. We WILL NOT sell, trade, or give out e-mail addresses to companies or other organizations.

Anyone wishing to be removed from the mailing list or roster is requested to contact either the Chapter President or Secretary in writing with the request.

ARTICLE VIII – Amendments to Bylaws

Section 1: Requirements

A proposal to alter, amend, repeal or adopt Bylaws may be made by the Board with a majority vote.

Section 2: Voting

Any such proposal to amend the Bylaws shall be transmitted to the Secretary who shall send written notice thereof to all members. These Bylaws may be amended, revised or repealed by the approval of two-thirds (2/3) of those board members in attendance or by proxy.

Section 3:

No provision of these Bylaws may be amended, repealed, or adopted where the effect of such action is inconsistent with the Chapter’s status and charter as a subsidiary Chapter of the nonprofit charitable organization under the laws and Bylaws of the Autism Society of America.

These Bylaws were approved at a meeting of the Board of Directors on: August 26, 2008