Aging & Disability Professionals Association of Wisconsin
By-Laws


Article I

NAME, MISSION, ROLES AND RESPONSIBILITIES

Section 1.        NAME

The name of this association shall be Aging & Disability Professionals Association of WI.

Section 2.        MISSION

Our mission is to promote and foster the growth and expertise of professionals in leadership working with adults who may experience or are experiencing the impacts of aging, disabilities and chronic health conditions.

Section 3.        ROLES AND RESPONSIBILITIES

The Association shall at the local, state and federal level:

A)        Advocate for a strong consumer voice on issues affecting our target populations.
B)        Investigate, formulate positions, and advocate for issues affecting our target consumers and/or the systems that serve them.
C)        Influence and effectively impact the systems that serve our consumers.
D)        Provide a forum for information sharing, networking, and collaboration.
E)        Lead and frame programs and services for current and future consumers.
F)        Promote and recognize significant contributions of individuals, agencies and associations which enhance public understanding of issues related to aging, disabilities and chronic health conditions.
G)        Provide and organize training which promotes growth, leadership, and expertise of professionals serving consumers. 


Article II

MEMBERSHIP

1.        General membership in the Association shall be open to the Aging Unit Director, ADRC Director, or their designees whose primary purpose is to provide for the coordination of Older Americans Act or Aging & Disability Resource Center programs and services.

2.        Associate membership (non-voting) shall be open to any individual, group or organization interested in the association's work. 

3.        Membership shall be granted for one (1) calendar year upon payment of annual dues commencing in the first month of the calendar year.

The privilege of voting and holding an elective office is limited to general members in good standing. 

Annual membership fees shall be determined by the members at the annual meeting and will be payable to the association treasurer in January of each year.


Article III

OFFICERS AND ELECTIONS

Section 1.        OFFICERS

The officers shall be a President, Vice-President, Secretary and Treasurer who shall be elected at an annual meeting of this association by a vote of the majority of the members present.

Section 2.        TERM OF OFFICE

The officers shall be elected for a term of two (2) years.  No individual may serve more than three (3) consecutive terms in any one office.  Officers shall assume their duties 30 days following their election at the annual meeting.

Section 3.        BOARD OF DIRECTORS

The Board of Directors shall consist of the four (4) elected officers, the immediate past-President, who shall serve on the board for one (1) year as a non-voting member, and the members-at-large.

The members-at-large shall be elected at the annual meeting by vote of the majority of the members present.  Members will serve a term of office for two (2) years.  No member-at-large may serve more than three (3) consecutive terms.  The nominating committee will be responsible for ensuring a current list of the Board of Directors for the Association is available with expiration dates.  The nominating committee will ensure the President has a current copy of the list.

The board shall consist of no more than eleven (11) members.   

Section 4.        NOMINATIONS

The President shall appoint a nominating committee consisting of three (3) members, which shall solicit nominations from the membership prior to the annual meeting, keeping in mind the above guidelines.

Section 5.        VACANCIES

The President, with the approval of the Board of Directors, shall fill vacancies occurring for any cause for the unexpired term by appointment.

Section 6.        DUTIES OF OFFICERS

a.        President

The president shall:
  •         Preside at all meetings of the association and Board of Directors
  •         Have knowledge of the organization and personal commitment to its goals and objectives
  •         Serve as ex-officio member of all committees
  •         Call special meetings as necessary
  •         Appoint committee members, with the approval of the Executive Committee
  •         Assist in conducting new board member orientation
  •         Work with the nominating committee to recruit new board members
  •         Act as spokesperson for the organization
  •         Periodically consult with board members on their roles and help them assess their performance
  •         Shall perform such other duties as are normally incumbent upon this office.

b.        Vice-President

The vice-president shall:
  •         Attend all board meetings
  •         Have knowledge of the organization and personal commitment to its goals and objectives
  •         Serve on the executive committee
  •         Carry out special assignments as requested by the board president
  •         Understand the responsibilities of the board president and be able to perform these duties in the president's absence
  •         Participate as a vital part of the board leadership.

c.        Secretary

The secretary shall:
  •         Attend all board meetings
  •         Have knowledge of the organization and personal commitment to its goals and objectives
  •         Serve on the executive committee
  •         Maintain all board records and ensure their accuracy and safety
  •         Review board minutes
  •         Assume responsibilities of the president in the absence of the board president and vice-president
  •         Assist in training and the transition period of new electees
  •         Provide notice of meetings of the board and/or of a committee when such notices are required.

d.        Treasurer

The treasurer shall:
  •         Attend all board meetings
  •         Have knowledge of the organization and personal commitment to its goals and objectives
  •         Understanding of financial principals
  •         Serve as financial officer of the organization, and as chairperson of the financial committee, if one exists
  •         Manage the board's review of and action related to the board's financial responsibilities
  •         Work with the president to ensure that appropriate financial reports are made available to the board on a timely basis
  •         Assist the president in preparing the annual budget and presenting the budget to the association for approval
  •         Review the audit and answer board questions about the audit and do an internal review every two years.

e.        Board of Directors

The directors shall:
  •         Attend a minimum of two board meetings per year
  •         Notify the president, in advance, if they are unable to attend any scheduled board meetings.
  •         Meet as a board no less than twice a year
  •         Be informed about the organization's mission, services, policies, and programs
  •         Review the agenda and supporting materials prior to board and association meetings
  •         Serve on committees and offer to take on special assignments
  •         Inform others about the organization
  •         Suggest possible nominees to the board who can make significant contributions to the work of the board and organization
  •         Keep up-to-date on developments in the organization's field
  •         Follow conflict of interest and confidentiality policies
  •         Assist the board in carrying out its fiduciary responsibilities, such as reviewing the organization's annual financial statement
  •         Notify the president if they are unable to fulfill the above obligations and shall, in writing, either request a leave of absence or submit their resignation from the board, so a new member can be appointed.

Any three (3) members of the board may call a special meeting of the board, after no less than five (5) days notice has been given to each member.  A majority of the directors constitutes a quorum, which shall be required for the conduct of business.


Article IV

COMMITTEES

Section 1.        EXECUTIVE COMMITTEE

The executive committee shall consist of the officers of the association.  The committee shall be responsible for meeting notices and setting agendas.

Section 2.        NOMINATING/MEMBERSHIP COMMITTEE

The nominating committee shall be appointed and function in accordance with the provision of Article III, Section 4.  The committee shall try to ensure geographic and tribal representation from around the state.

Section 3.        COMMITTEES

The president shall appoint standing committees.  Standing committees are By-Laws, Legislative/Advocacy, Marketing/Journalism, and Training.  The president shall also appoint other committees as are necessary for the transaction of the business of this association.  The president shall also appoint other ad-hoc committees as are necessary for the transaction of the business of this association.

The majority of the committee shall constitute a quorum.  These committees shall establish purpose statements, establish their meeting requirements and report at least annually.


Article V

MEETINGS

Section 1.        ANNUAL MEETING

The annual meeting of this association shall be held in conjunction with the Spring Association Meeting as determined by the board of directors.  Regular meetings of the general membership may be held at such times and places as may be determined by the membership or board of directors.  Action may be taken by a majority of the membership present.

Section 2.        SPECIAL MEMBERSHIP MEETING

The president, the board of directors or ten (10) percent of the members of this association may call a special membership meeting, providing three (3) weeks written notice is given.  The quorum for a special membership meeting will be twenty (20) percent of the total membership.

Section 3.        PROCEDURES

The procedures for all meetings of this association, whether board of directors, committees, or general membership, shall be those provided in Robert's Rules of Order, when not inconsistent with these by-laws.


Article VI

AMENDMENTS

These by-laws will be reviewed annually, and may be amended at any regular meeting by a two-thirds vote of the general membership present and voting, provided that such amendment shall first have been submitted to the board of directors at their last meeting and to the membership at least two (2) weeks prior to a regular meeting.


Date Last Amended:  10/15/09
Membership Form

Building a Common Identity for the Aging Network, Feb. 2007