BOARD NOMINATION PACKET
I.
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 PACKET
II.
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.
3. Never accept (or offer) favors or gifts from (or to) anyone who does business with the
DSAIA.
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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.)
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B. 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
Where would you like DSAIA mail sent:
____ No
____ 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
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C.
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 PACKET
Committee 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)
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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.
___________________________________
[Candidate signature]
Dated: __________________
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.
b.
c.
d.
e.
f.
Conflicting financial interest.
Use of confidential information for personal gain.
Unauthorized disclosure of confidential information.
Use of organization's time and facilities for personal purposes or other activities.
Personal or familial financial interest in a supplier.
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.
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Although 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 policy
2. Disclose any possible personal, familial, or business relationships that reasonably could
give rise to a conflict of interest involving the Association, and
3. 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.
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EXHIBIT 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.
b.
c.
your spouse, child, mother, father, brother or sister;
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
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:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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5.
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:
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
______________________________________________________________________________
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9.
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 PACKET
EXHIBIT 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
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
Strive for excellence.
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.
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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 grace
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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Quorum: 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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The 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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Officers 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 responsible for, in
cooperation with the Executive Director, the preparation and distribution of the financial report to
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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:
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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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within 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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Upon 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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