Maryland Deaf Senior Citizens, Inc. (MDSC) Bylaws
Revised June 15, 2023
Article 1 – Name
1.1. The name of this organization shall be Maryland Deaf Senior Citizens, Inc., hereinafter known as MDSC. It is incorporated in the State of Maryland.
Article 2 – Objectives
2.1. MDSC is a non-stock, nonprofit corporation, and shall be operated exclusively for charitable, literary, and educational or other purposes contemplated by, and within the meaning of, Sections 501(c)(3) and 170(c)(2) of the U.S. Internal Revenue Code or corresponding provisions of any subsequent tax laws (the “Code”). The corporation shall not engage in any activity(ies) such as engaging in partisan political activity(ies) that are inconsistent with its qualification as a tax-exempt corporation under the Code. Without limiting the generality of the foregoing, the objectives for which the corporation is organized include the following:
2.1.1. To plan, advocate, develop, and coordinate various programs or activities such as workshops and gatherings for the purpose of presenting and/or exchanging information benefitting Deaf, DeafBlind, and Hard of Hearing senior citizens in American Sign Language (ASL) and written English;
2.1.2. To collaborate with the local, county, and state governments to utilize their services to enhance the quality of life for Deaf, DeafBlind, and Hard of Hearing senior citizens;
2.1.3. To work with various Deaf, DeafBlind, Hard of Hearing and hearing organizations on matters affecting or pertaining to the health, education and social welfare of Deaf, DeafBlind, and Hard of Hearing citizens of Maryland;
2.1.4. To provide educational and cultural enhancement of deaf senior citizens, to share information concerning deafness and deaf culture to the general public and to promote interaction between hearing and Deaf, DeafBlind, and Hard of Hearing senior citizens; and
2.1.5. To work towards the goal of acquiring a venue for exclusive use of MDSC which will allow increased socialization opportunities, provide educational and cultural enhancement of deaf senior citizens, promote the organization’s monthly social events, and sponsor other events that will serve to mitigate the isolation experienced by many Deaf, DeafBlind, and Hard of Hearing senior citizens.
Article 3 – Membership
3.1. Regular Membership
3.1.1. Membership in MDSC shall be open to all individuals who are 50 years of age or older and who support the objectives and goals of MDSC.
3.1.2. Membership shall be accepted upon submission of a completed membership application with applicable yearly dues.
3.1.3. The annual membership year shall be from August 1 to July 31 of the following year.
3.1.4. Termination of membership shall be affected by voluntary relinquishment of membership status or through action of the MDSC Board.
3.1.5. MDSC is affiliated with the national Deaf Seniors of America, Inc (DSA).
3.2. Honorary Membership
3.2.1. To be recognized as an Honorary Member, the candidate must 1) have been an active regular member for a minimum of 10 years and 2) have made significant contributions to promote MDSC’s objectives and goals.
3.2.2. To be a candidate for honorary membership, at least five (5) regular members submit a written nomination along with a written justification to the Board. Upon the affirmative vote by the three-fourths (¾) of the Board, the nomination shall be submitted to the general membership. A vote of three-fourths (¾) of the regular members present and voting is required to confer the honorary membership to the nominee. In the event that the nominee has been a member for less than ten years, it will require an unanimous vote of the board and three-fourths (¾) of regular members present and voting for approval.
3.2.3. Honorary membership is life-time recognition. The honorary member does not pay annual dues, holds full speaking rights in general meetings, but does not have voting rights and does not hold any office.
Article 4 – Officers
4.1. The elected officers shall be a President, a Vice-President, a Secretary, and a Treasurer.
4.2. The qualifications for any officer are that (a) he/she is Deaf, DeafBlind, or Hard of Hearing, (b) he/she is a regular member, and (c) he/she is a Maryland resident.
4.3. The terms of office shall be for two (2) years, beginning after the annual membership meeting held during the annual business meeting in June. The President and Secretary are elected in the odd-numbered year while the Vice President and Treasurer are elected during the even-numbered years.
4.4. The candidates with a plurality of votes shall be declared elected and assume their office immediately after taking the oath of their respective offices.
4.5. If the President is unable to carry out his/her duties because of illness or for any other reason, the Vice-President shall assume the duties and responsibilities of the President.
4.6. Vacancies in the offices of Vice-President, Secretary, and Treasurer between elections shall be filled by the Board.
4.7. The elected officers and their duties are:
4.7.1. President: Responsible for the membership for carrying out the objectives of MDSC. The President shall preside at all membership and Board meetings, and shall represent MDSC at public events. The President shall also be responsible, with advice from other elected officers for the appointment of members-at-large. He/she shall be an ex-officio member of all committees.
4.7.2. Vice-President: Responsible for planning, conducting, and overseeing all monthly social/educational/cultural programs presented by the organization. He/she shall carry out his/her duties assigned to him/her by the President. If the President is unable to carry out his/her duties because of illness or for any other reason, the Vice-President shall assume the duties and responsibilities of the President.
4.7.3. Secretary: Responsible for keeping records of MDSC activities and recording the minutes of Board and membership meetings. The Secretary is also responsible for recording all letters or other communications written to MDSC and keeping a file of all replies. The Secretary is also responsible for sending out meeting notices, announcements, and other documents that may, from time to time, be necessary to send to members. These items may be sent electronically, but if a member does not have internet access, the member may request a hard copy be mailed to him/her.
4.7.4. Treasurer: Responsible for all financial activities of the officers and committees. The Treasurer shall have charge and custody of and be responsible for all funds, assets, and membership lists, as well as maintaining the organization’s checkbook and maintaining a file of all financial statements from banks and investment firms. Accurate financial records shall be maintained in an appropriate accounting ledger. The Treasurer shall give an updated annual financial statement or report to the membership of all monies coming in and going out at the annual membership meeting held in June of each year. The Treasurer shall appoint and supervise a committee to assist him/her on a rotating basis at the attendee registration desk during each monthly meeting.
4.7.5. Past President: Serves the President in an advisory capacity and has a voice privilege but no voting right in Board meetings. The past president serves a term of one year immediately following the election of a new President.
4.8. The elected officers shall be bonded.
Article 5 – The Board
5.1. The Board shall be composed of all the four elected officers, the past president, the Investment Management Committee (IMC) Chair, and up to five (5) members-at-large appointed by the President listed below.
5.2. The President will assign duties to the board members to include any of but not limited to the following responsibilities:
5.2.1. Appointing a social/educational committee to assist in planning, developing and implementing all monthly social/cultural educational programs presented for the benefit of the members of MDSC,
5.2.2. Serving as liaison between MDSC and other organizations,
5.2.3. Making lunch/refreshment plans for social events and meetings,
5.2.4. Conducting fundraising activities,
5.2.5. Planning tours,
5.2.6. Providing reasonable accommodations and volunteer services for members,
5.2.7. Assisting the President with parliamentary procedures during the annual membership and special meetings under Article 8 and advising any MDSC members on appropriate parliamentary procedures,
5.2.8. Working with tech adm on variety of communications, such as social media (i.e., facebook, website, google workspace), special announcements, fliers, event registration, board email addresses, vlogs,
5.2.9. Reviewing and proposing amendments to the bylaws, under Article 9 with the bylaws committee,
5.2.10. Maintaining and using technological equipment and media to document social events and meetings,
5.2.11. Sending cards for various occasions to the members on behalf of MDSC.
5.3. Some of the above responsibilities, such as the Webmaster, may be assigned to individuals outside of the board but with supervision of a board member.
5.4. Investment Management Committee (IMC) is a four-member committee established by the Board to monitor the management of MDSC’s investments by an investment firm and is authorized to make investment changes and withdrawals, as directed by the Board. The three IMC members are appointed by the President in consultation with the four elected officers and the Treasurer shall be the fourth member; and the investment committee selects the chair. The IMC Chair shall serve on the Board for a term of two (2) years, coinciding with the terms of the President, and shall be bonded. The IMC Chair shall report on a regular basis to the Board on its investment performance. Access to the invested funds shall be limited to the President and/or the IMC Chair.
5.5. The Board shall meet monthly, and such other times as may be called for by the President, as needed. At least 48 hours advance notice to all Board members must be sent through email before any special board meeting.
5.6. The Board shall have authority to make emergency decisions between annual membership meetings in accordance with the objectives of MDSC, and as the need may arise.
5.7. If there is an urgent matter to be resolved before the next board meeting, a virtual meeting called by the President is authorized. Voting on matters before the Board during the virtual meeting is allowed and recorded in the minutes.
Article 6 – Meetings
6.1. The annual membership meeting of members shall be held annually in the month of June on such a date and place as determined by the Board for the purpose of receiving reports from each elected officer and of electing new officers. In the event the meeting cannot be held for any reason, the President, in consultation with the Board, shall select another appropriate date for the meeting. Members shall be notified of this meeting at least thirty (30) days in advance.
6.2. Special meetings may be called by the President, in consultation with the Board, or by one-fourth (¼) of the regular members.
6.3. Any meetings shall be held at such a place as the Board may, from time to time, select.
6.4. The quorum of the annual membership and special meetings is one-fourth (¼) of regular members.
6.5. The President shall not vote except to break a tie.
Article 7 – Finances
7.1. The annual dues for regular members shall be determined by the Board with approval of the membership at the annual membership meeting.
7.2. The President, in consultation with the Board, shall appoint up to two (2) regular members to audit the financial records of MDSC each year and at such other times, as may be deemed appropriate, and to furnish reports on such audits, and to make available to members an annual report of such audits at the annual membership meeting.
7.3. There shall be no remuneration to individual officers, committee members, or other private persons except for expenses incurred through their duties or services rendered, provided such reimbursements in no way adversely affects MDSC’s qualification under Section 501(c)(3) of the Code.
7.4. Exceptions are contracted services with a vendor or a service provider, who is a MDSC member or his/her relative. This conflict of interest must be disclosed and recorded in the Board minutes and the contract must be approved by the board and entered in the Board minutes, provided that the charges are reasonable and comparable with or below the existing market conditions. The service provider must be given training on the MDSC’s conflict of interest policy and his/her contract be supervised by a non-relative Board member.
7.5. All checks, other than those involving MDSC’s investments, and other documents implying financial obligations by MDSC shall be signed by the Treasurer and/or the President.
7.6. Emergency financial decisions may be made by the President in consultation with the Board.
7.7. All motions involving investments must be referred to the board for its review and recommendation to the general membership for final vote.
Article 8 – Parliamentary Authority
8.1. The rules contained in the current edition of Robert’s Rules of Order shall govern the deliberations of MDSC in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any rules of order MDSC may adopt.
Article 9 – Amendment of Bylaws
9.1. The Bylaws of MDSC may be amended at any annual membership meeting by a two-thirds (⅔) vote of regular members present and voting.
9.2. Any proposed amendment to the bylaws shall be submitted to the President, in writing, at least sixty (60) days prior to the meeting.
9.3. An amendment to the bylaws goes into effect immediately upon its adoption unless the amendment specifies otherwise.
Article 10 – Dissolution
10. Upon dissolution of MDSC, the Board shall, after paying or making provisions for the payment of all liabilities of the Corporation, distribute all assets of the Corporation exclusively to such organization or organizations organized and operated exclusively for one or more exempt purposes within the meaning of section 501(c)(3) of the Code or the corresponding section of any future federal tax code.