Asperger/Autism Network, Inc. (aka AANE)
Reviewed and Approved by the Board of Directors on January 8, 2019
ARTICLE I: PREAMBLE
The name of the corporation shall be: Asperger /Autism Network, Inc. It was formerly known as the Asperger’s Association of New England, and is commonly referred to by the acronym AANE. The By-Laws shall establish the rules for internal governance of the corporation. The By-Laws shall be subordinated to both the statutes of the Commonwealth of Massachusetts and the Articles of Organization.
ARTICLE II: PURPOSE
The Asperger/Autism Network (AANE) works with individuals, families, and professionals to help people with Asperger Syndrome and similar autism spectrum profiles build meaningful, connected lives. We do this by providing information, education, community, support, and advocacy, all in an atmosphere of validation and respect.
The activities and goals of AANE include, but are not limited to:
- Facilitation of networking between individuals with Asperger’s Syndrome and between families of individuals with Asperger’s;
- Facilitation of information sharing among individuals, families and organizations such as schools, recreation programs, religious and community groups, youth organizations, outreach placement services, job placement services, and professionals working with the Asperger’s population
- Education of the local and broader community about Asperger’s through the use of lectures, workshops, conferences, media releases, and printed materials. 4. Establishment of a library of articles, books, videotapes, and other educational materials related to Asperger’s.
- Outreach to and education of professionals and organizations involved in the treatment of Asperger’s and related disorders, including mental health professionals, therapists, aides, advocates, consultants and legal advisors.
- Formation of a directory of resources helpful to those with Asperger’s, such as schools, institutions, and special needs organizations.
- Enhancement of research and study of Asperger’s Syndrome and related disorders
- Advocacy efforts at the local, state, and regional level on behalf of people with Asperger’s.
- Encouragement of and support for the development of organizations similar to AANE
throughout the United States.
- To do any and all other acts and to exercise any and all powers in connection with the corporate purposes to the full extent permitted under Chapter 180 as now in force or as hereafter amended, and under the General Laws of the Commonwealth of Massachusetts.
- This corporation shall engage in no acts nor exercise any powers which would seriously jeopardize or be inconsistent with its intended status as an organization exempt under section 501(c)(3) of the Internal Revenue Code as now in force or hereafter amended.
ARTICLE III: BOARD OF DIRECTORS
Section 1 General Responsibilities
The Board of Directors shall, subject to the provisions of these By-Laws, exercise general supervision and control of the management and administration of the affairs of the corporation and may exercise all or any of the powers of the corporation, including (without limitation) powers to make donations of and accept donations to the funds of the corporation.
Section 2 Number of Board Members
The Board of Directors, including its officers, shall consist of no more than twenty-five Members. This number includes the Immediate Past President/Chair of the Board, who will serve as an ex officio Member of the Board.
Section 3 Qualifications of Board Members
The individual board members of AANE are united by a strong commitment to supporting AANE and its mission. To achieve the purpose of the AANE, the Board of Directors will be comprised of persons with a wide variety of perspectives, areas of knowledge and expertise relating to Asperger’s Syndrome and/or the corporation’s purpose and programmatic and organizational needs. The Board must include individuals with Asperger’s Syndrome and family members of those with Asperger’s Syndrome.
Section 4: Duties of Board Members
Each individual Board member (director) will:
- Attend all Board meetings (as practicable), and otherwise remain informed of AANE’s general programs, services and ongoing operations
- Serve as an ambassador for the organization
- Oversee AANE’s fiscal well-being
- Each director is required to make a required minimum annual donation in an amount recommended by the Governance Committee and approved by the Board each fiscal year. Approved donations are:
(1) Direct donation of money to AANE, including to the annual appeal and any payment of an installment of a multi-year gift;
(2) Sponsoring or purchasing tickets to the annual gala; and
(3) Participation in any other AANE initiative that may be designated as an approved form of donation by the Governance Committee and Executive Director from time to time. The Governance Committee and Executive Director will evaluate any exceptions to this policy that may be proposed to them from time to time for those Board members who bring additional expertise or otherwise and approve waivers on a case-by-case basis for those board members who bring exceptional expertise or provide in-kind services in a particular area and cannot afford the minimum annual donation.
(4) Advise the Executive Director on all matters of significant importance to the organization
(5) Vote on all matters submitted for Board approval (e.g., amendments to organization bylaws)
(6) Serve on one or more standing or ad hoc committees or provide regular in-kind services to AANE in areas of individual or professional expertise.
Section 5 Nominations to the Board of Directors
Elections will be held yearly at the Annual Meeting. Nominations for Board membership can be submitted by any person, including a candidate. Nominations will be evaluated by the Governance Committee. The Governance Committee will present to the Board its proposed candidates for election to the Board. The Board shall consider the nominations made by the Governance Committee as well as any nominations made by at least four Members of the Board.
Section 6 Term Length and Limitations
Board Members shall be elected to three-year terms by majority vote of those Members present at the Annual Meeting. A member’s term expires at that Annual Meeting which takes place at the end of the third year of service. A Member may be reelected for a second consecutive term, for a maximum of six consecutive years of membership on the Board. After serving six consecutive years, a Member must take at least a one-year break in service from the Board. After such a break, a former Member may be nominated for further membership on the Board.
Section 7 Vacancies on the Board of Directors
In the event of vacancies created by the resignation, removal, or death of a Board member, the Governance Committee may appoint new members to the Board. A Board Member appointed to fill such a vacancy shall complete the unexpired term of the Member being replaced.
In the event that the Board wishes to add a new member due to circumstances other than the vacancies described above, the Governance Committee may appoint such new members to the
Board. A Board Member who is added in this way will serve a term that expires at the Annual Meeting which occurs no more than three years from the date of appointment.
Section 8 Resignations from the Board of Directors
Any member may resign by written notification to the Secretary. Such resignation shall be effective upon receipt by the Secretary.
Section 9 Removal from the Board of Directors
Any Board Member may be removed with or without cause after notice by two-thirds vote of the Board Members, provided prior notice has been given to the Board of the intent to exercise that vote. A Board Member may be removed for reasons including, but not limited to, three consecutive absences from regularly scheduled board meetings, or other actions detrimental to the corporation.
ARTICLE IV: OFFICE OF THE CORPORATION
Section 1 Officers
The officers of the corporation shall be: Chair of the Board (formerly known as President of the Board), Vice Chair (formerly known as Vice-President of the Board), Secretary (also known as Clerk), Treasurer, and any other officers as may be appointed from time to time.
Section 2 Election of Officers
Each officer will serve a term lasting one year, and can be reelected to the same position up to five times (for a total not to exceed six consecutive years), as long as each term falls within the officer’s board term. The Governance Committee will present its proposed candidates for Officers to the Board Members in advance of the Annual Meeting. Election of officers will take place at the first meeting of each fiscal year. Officers will be elected by majority vote of the Board Members present at that meeting. The Board shall consider the nominations by the Governance Committee as well as any nominations made by at least four Members of the Board.
Section 3 Vacancies of Officers
In the event of officer vacancies created by resignation, removal, or death, the Chair of the Governance Committee together with the Executive Director may appoint new officers to the Board. An officer appointed to fill a vacancy shall complete the unexpired term of the officer being replaced.
ARTICLE V: POWERS AND RESPONSIBILITIES OF OFFICERS
Section 1 Chair of the Board
The Chair of the Board will preside at all meetings of the Board of Directors. The Chair of the Board will appoint the Chair of all Standing Committees, with the exception of the Finance Committee (which is chaired by the Treasurer). The Chair of the Board shall be an ex officio member of all standing committees. It is within the discretion of the Chair of the Board to call meetings of the Board or of any committee as the occasion may demand.
Section 2 Vice Chair of the Board
The Vice Chair of the Board will perform the duties of the Chair of the Board if or when the Chair is absent or unable to perform those duties. The Vice Chair will assist the Chair in carrying out duties and responsibilities the Chair may consider necessary, and in fulfilling any duties that may be determined by the Board of Directors.
Section 3 Treasurer
The Treasurer will be responsible for the funds of the corporation and for keeping full and accurate accounts of all receipts and disbursements. The Treasurer will oversee the financial affairs of the corporation and will oversee staff members who primary duties are related to financial matters. The Treasurer shall report in detail annually and as often as required by the Board of Directors on all funds collected, expended or invested and on all outstanding obligations of the corporation. The Treasurer will work closely with any auditors and shall perform such other duties as the Chair of the Board may require. The Treasurer will serve as Chair of the Finance Committee.
Section 4 Secretary (also known as Clerk)
The Secretary will be responsible for maintaining records of all meetings of the Board of Directors, and conducting, overseeing and maintaining all correspondence of the Board.
Section 5 Past Presidents/Chairs of the Board
The immediate Past President/Chair of the Board is an ex officio member of the Board. All other Past Presidents/Chairs of the Board will be invited to attend Board meetings but will have no voting privileges and cannot be considered when determining whether a quorum exists unless they have subsequently been elected as a member of the Board.
Section 6 Executive Director
The Board of Directors, acting by majority vote, shall employ an Executive Director who may be removed from employment with or without cause after notice. The Executive Director shall have general operating supervision of the affairs of the corporation; shall have the authority to hire, supervise and direct any other staff; shall have the authority to lay off or terminate staff;
shall issue notices of all meetings of the Board; shall be subject to the authority of the Treasurer in the custody of all monies and securities for the corporation; shall keep regular books of account; shall sign checks in accordance with guidelines established by the Board of Directors; shall sign all such instruments other than those required to be executed with or by the Chair of the Board or Treasurer; and shall make such reports and perform such other duties as are incident to the office or are properly required by the Board of Directors, the Commonwealth of Massachusetts and the United States Government.
ARTICLE VI: MEETINGS OF THE BOARD OF DIRECTORS
Section 1 Regular Meetings
There shall be no fewer than six (6) regular meetings of the Board of Directors. The Executive Offices may meet between board meetings.
Section 2 Annual Meeting
There shall be an Annual Meeting in June, which will be open to the public. At this meeting, the Chair of the Board, in conjunction with the Executive Director, will present the Annual Report and will conduct such other business as may be necessary. In addition, elections will be held for members of the Board of Directors. Immediately following the adjournment of the Annual Meeting, the first regular meeting of the new term shall convene for the election of the Chair of the Board, the Vice Chair, Treasurer and Secretary. The Executive Director will preside over these elections.
Section 3 Special Meetings
Special meetings of the Board may be held at any time when called by the Chair of the Board or upon written request of twenty five percent (25%) of the Board Members.
Section 4 Notice of Meetings
For the purposes of this section, “written notification” is defined as a message sent by postal mail to the home address, or email sent to the email address of record.
- Regular Meeting: Written notification of the date, time and place of all regular Meetings shall be sent to each Board Member at least one week prior to the date of the meeting. The notice shall include the date, time, place and main agenda items.
- Annual Meeting: Written notification of the date, time and place of the Annual Meeting shall be sent to each Board Member at least two weeks prior to the date of the meeting.
C. Special Meetings: Written notification of the date, time and place of any special meetings shall be sent to each Board Member at least five days prior to the date of the meeting.
- Waiver of Notice: A Board Member may waive notice of a meeting in writing and shall be deemed to have waived any deficiency in notice by attending such meeting without protesting prior to or at the commencement of the meeting any issue regarding notice.
Section 5 Voting
- Quorum: At any meeting of the Board of Directors, a majority of Members
currently serving on the Board shall constitute a quorum for the transacting of business. The Immediate Past President/Chair of the Board will be counted in the quorum, but all other Past Presidents/Chairs of the Board will not unless they have been elected to serve as Board Members.
- Each Member of the Board of Directors has an equal vote. The votes of Officers
will not outweigh those of regular Board Members.
- In the event of a tie vote among the members of the Board of Directors, the Executive Director will cast the tie-breaking vote.
- Proxy voting will not be permitted; however, attendance by telephone or visual meeting technology shall be permitted and votes cast by members attending in either such manner shall be counted.
- Members of the Board of Directors will be permitted to vote by email under
extraordinary conditions. Voting by email will be permitted only under circumstances where a meeting of the Board of Directors is impractical or impossible, an issue must be resolved, and the motion is presented in writing to all Board Members.
ARTICLE VII: EXECUTIVE ADVISORS
Section 1 General Responsibilities
At the discretion of the Executive Director, a group of Executive Advisors will be formed. The Executive Advisors will be responsible for informing and advising the Executive Director and the Board of Directors about clinical policies, research, and educational issues related to the organization. The Executive Advisors will also advise on matters such as crisis response by the corporation and other issues as they arise. This group will be convened and facilitated by the Executive Director in conjunction with an Advisory Chair. The Advisory Chair will be an ex- officio voting member of the Board of Directors and will report to the Board of Directors the results of any relevant matters from the Executive Advisors.
The Governance Committee will recommend a candidate for the Advisory Chair to the Board of Directors in advance of the Annual Meeting. The Advisory Chair will be elected by a majority vote of the Board Members present at the annual meeting. The Advisory Chair will be elected to a one-year term and can be re-elected for an unlimited number of terms.
The role of each Executive Advisor includes a commitment to being fully informed about AANE and actively involved in AANE through an individually appropriate mix of time, expertise, and financial resources. The advisory role provides experience and leadership opportunities for potential future AANE Directors.
To fulfill the annual Advisors’ obligations to AANE, each Advisor is expected to:
- Serve on at least one standing or ad hoc committee, other assignment as approved by the Executive Director, or
- Attend or host one fundraising event And
- Donate to his or her capacity (personal or corporate)
- Attend at least one conference, seminar, educational or special event
Section 2 Number of Group Members
The size of the Executive Advisors group will be flexible, having no maximum number of members.
Section 3 Qualifications
The Advisors are a group of community leaders and friends with a special interest in Asperger Syndrome and related conditions or who have a skill set which will help AANE achieve its mission.
Section 4 Term Length and Limitations
Nominations will be submitted to the Executive Director. All members will be appointed by the Executive Director. Executive Advisors will have no term limits.
ARTICLE VIII: PROFESSIONAL ADVISORY BOARD
Section 1 General Responsibilities
At the discretion of the Executive Director, a Professional Advisory Board will be formed. The Professional Advisory Board will be responsible for providing information, advice, recommendations, referrals and other professional advice to the Executive Director and staff.
The role of each Professional Advisor includes a commitment to being fully informed about AANE and actively involved in AANE through an individually appropriate mix of time and expertise, which may include writing articles for AANE, speaking at AANE events, and serving as a professional resource for AANE staff.
Section 2 Number of Group Members
The size of the Professional Advisory Board will be flexible, having no maximum number of members.
Section 3 Qualifications
The Professional Advisory Board is a group of community and thought leaders with special expertise and knowledge about Asperger Syndrome and related conditions.
Section 4 Term Length and Limitations
Nominations will be submitted to the Executive Director. All members will be appointed by the Executive Director. There will be no term limits for members of the Professional Advisory Board.
ARTICLE IX: COMMITTEES AND CHAPTERS
Section 1 Standing Committees
There shall be four standing committees as enumerated below. All standing committees report directly to the Chair of the Board. The Chair of each standing committee must be a Member of the Board of Directors, and will be appointed by the Chair of the Board in consultation with the Executive Director (except for the Finance Committee, which will be chaired by the Treasurer). Other members of the standing committees can be drawn from the Board, the Executive Advisors, and the broader AANE community.
A. Development: This committee will be responsible for designing and implementing a comprehensive and long-range plan to identify and secure funding sources. Development activities may include solicitation of individual donors, outreach to corporations and other entities, establishment of endowments, and event fundraising.
- Finance: This committee will be chaired by the Treasurer and will be responsible for development of the corporation’s operating budget, financial oversight of the corporation, and investment of operating and endowment funds.
- Strategic Planning: This committee is responsible for developing and monitoring a strategic plan for the corporation.
- Governance: This committee will be responsible for the overall health and education of the Board of Directors. This committee will be responsible for Board recruitment, election of Board Members and officers, oversight of and amendments to the By-Laws and other governing documents, and oversight of the governance structures of the corporation.
Section 2 Other Committees and Task Forces
The Board of Directors in consultation with the Executive Director may establish ad hoc committees and task forces as it deems necessary, and may determine the term for which each is needed as well as its composition. These committees and task forces are responsible to the Executive Director. Chairs of these committees and task forces may be Board Members, Executive Advisors, staff, or volunteers, determined at the discretion of the Executive Director. Members of these committees and task forces may be drawn from the Board, the Executive Advisors, staff, and the broader AANE community.
ARTICLE X: CONFLICT OF INTEREST
Section 1 Personal Conflict of Interest
- Board Members are required to disclose any potential conflict of interest with the corporation involving any compensation or payment to themselves or any immediate or extended family member or employer.
- No Board Member will be paid by the corporation for services rendered as a Board Member. However, Board Members may receive payment from the corporation for approved expenses incurred while carrying out the duties and functions of the Board.
- The Board may adopt such further policies and provisions as it deems appropriate concerning potential or actual conflicts of interest of Board Members, officers, the Executive Director, employees and other persons acting on behalf of the corporation.
Section 2 Indemnification
The corporation, upon authorization by a disinterested majority of the Board Members then in office, may indemnify each person now or hereafter elected or appointed as a Board Member, officer, employee or agent of the corporation (including each person who serves at its request as a director, officer, employee or agent of any other organization in which the corporation has any interest as a stockholder, creditor, or otherwise, or who serves at its request in any capacity with respect to any employee benefit plan) against all expense reasonably incurred or paid by him in connection with the defense or disposition of any actual or threatened claim, action, suit, or proceeding (civil, criminal, or other, including appeals) in which he may be involved as a party or otherwise by reason of his having served in any such capacity, or by reason of any action or omission or alleged action or omission (including those antedating the adoption of these By-Laws) by him while serving in any such capacity; except for expense incurred or paid by him with respect to (i) any matter as to which he shall have been adjudicated in any proceeding not to have acted in the reasonable belief that his action was in the best interests of the corporation, or (ii) any matter as to which he shall agree or be ordered by any court of competent jurisdiction to make payment to the corporation, or (iii) which the corporation shall be prohibited by law or by order of any court of competent jurisdiction from indemnifying him. Such indemnification may include payment by the corporation of expenses incurred in defending a civil or criminal action or proceeding in advance of the final disposition of such action or proceeding, upon receipt of an undertaking by the person indemnified to repay such payment if he shall eventually be adjudicated to be not entitled to indemnification under these By-Laws.
No matter disposed of by settlement, compromise, or the entry of a consent decree, nor a judgment of conviction or the entry of any plea in a criminal proceeding, shall of itself be deemed an adjudication of not having acted in the reasonable belief that the action taken or omitted was in the best interests of the corporation. The term expense shall include, without limitation, settlements, attorneys’ fees, costs, judgments, fines, penalties, and other liabilities. The right of indemnification herein provided for shall be severable, shall be in addition to any other right which any such person may have or obtain, shall continue as to any such person who has ceased to be such Board Member, officer, employee, or agent, and shall inure to the benefit of the heirs and personal representatives of any such person.
ARTICLE XI: MISCELLANEOUS
Section 1 Checks, Notes, Drafts and other Instruments
Checks, Notes, Drafts and other instruments for the payment of money drawn or endorsed in the name of the corporation may be signed by any officer(s), the Executive Director, or person(s) authorized by the Board of Directors to sign checks. Checks in an amount up to and including $1,000.00 can be signed by the Executive Director without any other officer signature. No officer or person shall sign any such instrument as aforesaid unless authorized to do so.
Section 2 Fiscal Year
The fiscal year of the corporation shall begin the first day of July and shall end the last day of June in each year.
Section 3 Corporate Seal
The Seal of the corporation shall be circular in form, bearing its name and the State and year of incorporation. The Secretary shall have custody of the Seal and may affix it (as may other officers if authorized by the Board of Directors) to any instrument requiring the Seal of the corporation.
Section 4 Corporate Records
The original or attested copies of the Articles of Organization, By-Laws, and records of all meetings of the Board of Directors, and the Membership list which contains the names and addresses of all Board Members, shall be kept in the Commonwealth of Massachusetts. They shall be available at all reasonable times for inspection by any Board Member for any appropriate purpose.
Section 5 Amendment of the By-Laws
Recommended changes to or amendments of any of the By-Laws may be made by any Board Member. Changes will be approved by two-thirds vote of the Board Members present at the meeting where the vote will be taken; provided that notice of the proposed amendment(s) was provided as part of the notice of the meeting.
Section 6 Principal Office
The principal office of the corporation shall be located in Watertown, County of Middlesex, Massachusetts. The Board may by a two-thirds vote change the location of the principal office or establish such other offices in New England as it deems appropriate.
Section 7. Personal Liability
The Members of the Board, Officers, Executive Director, employees or other person acting on behalf of the corporation shall not be personally liable for any debt, liability, or obligation duly authorized by the corporation. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against the corporation may look only to the funds and property of the corporation for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the corporation.
ARTICLE XII: PARLIAMENTARY PROCEDURES
For any procedural issue not covered by these By-Laws, Robert’s Rules of Order shall apply.
ARTICLE XIII: DISSOLUTION
In the event that AANE closes, the corporation will comply with all appropriate laws pertaining to the dissolution of a corporation as promulgated by the Office of the Attorney General of the Commonwealth of Massachusetts.
Reviewed and approved by the Asperger/Autism Network, Inc.