BYLAWS OF THE AUTISTIC SELF ADVOCACY NETWORK
A New Jersey nonprofit corporation
Adopted January 2009
ARTICLE 1
MISSION STATEMENT
The Autistic Self Advocacy Network (ASAN) seeks to improve the representation of the autistic community in public policy discussions and to advance the autistic culture movement. Based on neurodiversity and the social model of disability, ASAN seeks to promote social acceptance of neurological differences and to improve disability services and accommodations. ASAN is organized exclusively for charitable purposes, which include the following purposes: (1) to provide, develop, sponsor, and manage services and programs designed to empower persons on the autistic spectrum; (2) to engage in policy advocacy on issues of concern to the autistic community; (3) to create projects that will benefit autistic youth; (4) to promote constructive community involvement for autistics; (5) to develop and provide mentoring programs for autistics; (6) to provide information and resources for students on the autism spectrum; and (7) to engage in any related or incidental activities that may further promote the purposes of ASAN.
ARTICLE 2
MEMBERS
2.1. Voting Membership. The board of trustees (board) has the authority and discretion to establish rules and procedures for a voting membership, which shall consist of individuals who identify as autistic and who support the goals of ASAN as set forth in the Mission Statement.
2.2. Non-voting Members. The board may, in its discretion, establish rules and procedures for membership by parents and other allies who are not autistic. Such members may participate in discussions and various advocacy activities as specified by the board; however, they shall not be voting members.
2.3. Meetings of Members. Members' meetings shall be held at such times and places as may be determined by the board. Notice of meetings shall be posted on ASAN's website and sent to members by email or other reasonable method at least 10 days before a meeting is held, unless an emergency situation requires shorter notice. A members' meeting may consist of an unmoderated online forum or other means of communication providing a reasonable alternative to physical presence, provided that every person is able to read and/or hear the others' statements and to speak and/or post comments without a delay.
ARTICLE 3
LOCAL ACTIVISTS
3.1. Composition. A group of local activists is composed of those members residing within a specified geographic area who have chosen to participate in local activities.
3.2. Changes. The board may combine, divide, or change the boundaries of local activist groups as it deems necessary; however, the board will not do so without first having consulted with any affected local groups.
3.3. Management. Each local activist group may choose its own leaders, conduct its own meetings, determine its own agenda and priorities, and carry out its own activities, provided that such actions shall at all times be consistent with these bylaws and with national ASAN rules and policies. Local activists should request approval from the board before using ASAN's name in connection with public activities and events.
3.4. Unity on Significant Issues. When ASAN, through its board, has stated a position on an issue of national or international concern, each local activist group will endeavor to inform itself as to that position and to express its views in such a way as to promote general unity; however, ASAN does not expect, and will not demand, uniformity of opinion among its local groups and members.
ARTICLE 4
TRUSTEES
4.1. Number. The board shall consist of not less than three trustees.
4.2. Meetings of the Board. Meetings of the board shall be held at least annually and may be called for any purpose at any time by the president or by a majority of the board. Meetings shall be held upon not less than 10 days' notice, unless an emergency situation requires shorter notice. The notice shall specify the time and place, and it may, but need not, specify the purposes of the meeting. Trustees may participate in meetings by means of conference telephone, online meeting programs, or other means of communication providing a reasonable alternative to physical presence, provided that every person is able to read and/or hear the others' statements and to speak and/or post comments without a delay. Actions of the board may be taken without a meeting if the written consent of all trustees is obtained.
4.3. Duties and Powers. The primary duties of the trustees shall be implementing the mission of ASAN and managing its affairs. Each trustee must carry out his or her duties in accordance with the fiduciary obligations established by law. The trustees shall appoint and remove officers, specify their responsibilities, and ensure that their duties are properly performed. The trustees shall determine appropriate advocacy activities and shall provide regular communications to the members regarding these efforts. The trustees may by resolution authorize officers or agents to enter into contracts.
4.4. Committees. The board may appoint an executive committee and one or more other committees, each of which shall have one or more members. To the extent provided in the authorizing resolution, each such committee shall have and may exercise all the authority of the board, except that no committee shall (a) make, alter or repeal any bylaw; (b) elect, appoint, or remove any officer or trustee; or (c) amend or repeal any resolution of the board. Actions taken at a meeting of any committee shall be reported to the board at its next meeting following the committee meeting; if such a report is impracticable because of time constraints or other reasons, the committee's actions shall be reported at the second board meeting following the committee meeting.
4.5. Appointment. The board may appoint additional trustees and may fill vacancies by appointment. The board also has the authority to develop rules and procedures for election of trustees by the voting membership.
4.6. Qualifications. No person will be eligible to serve on the board unless that person is a member of ASAN in good standing. If the membership of a trustee terminates for any reason, that person will immediately cease to be a trustee.
4.7. Removal. Any trustee may be removed for cause by a vote of two-thirds of those present at any meeting of the board, provided that notice of the proposed removal and its cause has been included in the notice of the meeting. The board shall have the power to suspend a trustee pending a final determination that cause exists for removal.
4.8. Voting. A quorum shall consist of a majority of trustees. A vote by a simple majority of the trustees present and voting shall constitute the formal action of ASAN except where these bylaws or applicable laws require a greater majority.
4.9. Compensation. Trustees shall receive no compensation but may be reimbursed for their reasonable expenses in accordance with such policies as the board may establish.
ARTICLE 5
OFFICERS
5.1. Election. The board shall choose a President, a Vice President, a Secretary, a Treasurer, and such other officers as it may deem necessary. One person may hold more than one office. The board shall promptly fill vacancies when they occur.
5.2. Duties and Authority of President. The president shall be chief executive officer and, subject only to the authority of the board, shall have the general powers and duties of management usually vested in the office of president of a business corporation. Unless otherwise directed by the board, all other officers shall be subject to the authority and supervision of the president. The president may enter into contracts as authorized by the board.
5.3. Duties and Authority of Vice President. The vice president shall assist the president and the board by performing the duties delegated to him or her by the president and the board. In the event of the president's incapacity to perform the duties of that office, as determined by the board, the vice president shall assume the duties and authority of the president.
5.4. Duties and Authority of Secretary. The secretary shall keep at ASAN's principal office or at such other place as the board may determine, and shall make available for public inspection, the bylaws; a book of minutes of all meetings of the trustees; and minutes of meetings of committees, if applicable. The secretary shall keep membership records and ensure that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The secretary is the custodian of the records and of the corporate seal and shall ensure that the seal is affixed to all duly executed documents. The secretary shall perform such other duties and possess such other powers as are incident to the office of secretary or are specified by the president or the board.
5.5. Duties and Authority of Treasurer. The treasurer shall have charge and custody of all funds belonging to ASAN and shall deposit such funds in banks or other financial institutions in the name of ASAN pursuant to the board's instructions. The treasurer shall receive monies payable to ASAN, disburse its funds as instructed by the board, and ensure that proper receipts are issued and obtained. The treasurer is responsible for keeping correct accounts and shall make the books of account and financial records available for inspection by the president and by any trustee. The treasurer shall prepare, or cause to be prepared, annual financial statements, which shall be available for public inspection. The treasurer shall perform such other duties and possess such other powers as are incident to the office of treasurer or are specified by the president or the board.
5.6. Duties and Authority of Other Officers. Additional officer positions other than those named above may be created, modified, or deleted at any time in the discretion of the board. Each other officer shall have the authority and perform the duties that are specified by the president or the board.
5.7. Removal. Any officer may be removed, with or without cause, by a vote of two-thirds of those present at any meeting of the board.
ARTICLE 6
GENERAL PROVISIONS
6.1. Scope of Powers. Unless expressly provided herein, nothing contained in these bylaws shall restrict any powers or authority granted to nonprofit corporations under the New Jersey Nonprofit Corporation Act or other applicable law. If any provision in these bylaws is inconsistent with applicable law or with the certificate of incorporation, such provision shall be of no effect.
6.2. Offices. The initial registered office and registered agent of ASAN shall be as set forth in the certificate of incorporation. The board may at any time determine the address of a new registered office or designate a new registered agent and shall cause the appropriate certificates to be filed. The board may establish additional offices.
6.3. Open Records. Minutes of meetings, annual financial statements, and the bylaws shall be posted on ASAN's website or otherwise made available to the public in a timely manner.
6.4. Open Meetings. Except when the board meets in executive session, any member in good standing may, upon request, attend any meeting of the board.
6.5. Conflicts of Interest. Any trustee or officer who has a financial interest in any proposed contract or other transaction shall disclose all material facts regarding the conflict to the board and shall abstain from voting or otherwise taking any action regarding the proposed transaction.
6.6. Waiver of Notice. Either a written waiver of notice or a person's attendance at a meeting shall constitute a waiver of notice of the meeting.
6.7. Amendment of Bylaws. The power to amend these bylaws shall be vested in both the voting membership, when such membership is established, and the board of trustees. The board shall have the power to make, alter, and repeal bylaws. Bylaws made by the board may be altered or repealed, and new bylaws may be made, by the members. The members may prescribe in the bylaws that any bylaw made by them shall not be altered or repealed by the board.
