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BYLAWS

OF

The Arc of California

(A Non-Profit Corporation)

Amended February 2009

BYLAWS

OF

The Arc of California

(A NON-PROFIT CORPORATION)

ARTICLE I – NAME

SECTION 1. CORPORATE NAME

The name of this corporation shall be The Arc of California. Hereinafter wherever the word “Association” is used, it shall refer to The Arc of California.

SECTION 2. PRINCIPAL OFFICE

The principal office of this Association shall be located in the City of Sacramento, state of California.

SECTION 3. LEGAL STATUS AND CHARACTERIZATION

This Association is a non-profit public benefit corporation, organized exclusively for charitable, scientific and educational purposes as defined and limited by Section 501(c ) (3) of the Internal Revenue Code. This Association shall be non-sectarian and non-partisan and shall take no position with regard to candidates for elective office nor provide financial support for any candidate or political party.

ARTICLE II – PURPOSE, CORE VALUES AND LANTERMAN ACT

SECTION 1. PURPOSE

The Arc of California, in partnership with people with intellectual and other developmental disabilities and the families of people with these disabilities (hereinafter referred to as constituents orThe Arc of California’s constituency), members, its affiliated chapters and associated organizations shall work to ensure that The Arc of California’s constituency has the supports and services they need, are accepted in their communities, and have maximum control of their own lives.

The Arc of California exists for the following principal purposes:

  1. To advocate for the rights of The Arc of California's constituency.
  2. To improve the quality of life of constituentsand the lives of their families.
  3. To achieve a large, active and diverse membership at all levels of this Association.
  4. To achieve an understanding by the public and public officials of the strengths, contributions and needs of The Arc of California's constituency as well as the organizations that provide advocacy and services.
  5. To promote and encourage research on the causes and prevention of mental retardation and other related developmental disabilities and on effective practices in fields related to supports and services for The Arc of California's constituency.
  6. To promote and encourage best practices in the field of services and supports to The Arc of California's constituency.
  7. To solicit and receive funds for the accomplishment of these purposes.
  8. To promote and support the professionals and others who serve The Arc of California's constituency and uphold the core values of this Association.

SECTION 2. CORE VALUES

Core values of The Arc of California are those values that are subscribed to and pursued by volunteer and staff leaders at all levels of the Association. The Board of Directors shall from time to time develop core values for adoption by the Association Membership Delegates, by a two-thirds (2/3) vote of the votes cast at a biennial meeting.

  1. Core Values Introduction

From it’s beginning, a major strength of The Arc of California movement has been that parents, family members and volunteers have governed the organization. In recent years, self-advocates have also assumed important roles. Parents, family members, self-advocates and other volunteers are the driving force in The Arc of California. From the grassroots of The Arc of California come the dreams, the philosophy that drives the core values, the ability to shape public policy and the mutual support that parents and self-advocates provide for one another. The Core Values of The Arc of California, which are People First, Democracy,Visionary Leadership, Community Participation, Diversity, and Integrity and Excellence, are those values that are subscribedto and pursued at all three levels of The Arc - national, state chapter and local chapters - by volunteer and staff leaders.

  1. Core Values Defined
  1. People First:The Arc of California believes that all people with intellectual and other developmental disabilities and related developmental disabilities have strengths, abilities and inherent value; are equal before the law; and must be treated with dignity and respect. The Arc of California represents, supports and acts on behalf of individuals and their families regardless of level of disability or membership in The Arc of California. The Arc of California believes in self-determination by empowering people with the supports needed to make informed decisions and choices.
  2. Democracy:A democratic process involving members through affiliated local chapters, is utilized to take positions on important issues, policies and programs.
  3. Visionary Leadership: The Arc of California leads by promoting the mission, core values and position statements. We lead with integrity, accountability and by open, honest and timely communication. We work with individuals, organizations and coalitions in a collaborative fashion. There is a valued partnership with volunteer and staff leadership at all levels of the organization that provides mutual support for their respective roles.
  4. Community Participation:The Arc of California works toward and believes in the community imperative: that all people have the fundamental moral, civil and constitutional rights to live, learn, work, play and worship in safe and healthy communities of their choosing. The Arc of California hasresponsibility to ensure the safety and well being of individuals with intellectual and other developmental and related disabilities.
  5. Diversity:The Arc of California values and insists upon diversity in its leadership and membership. The Arc of California actively pursues and welcomes diverse groups (including but not limited to race, ethnicity, religion, age, geographic location, sexual orientation, gender and level of disability).
  6. Integrity and Excellence:The Arc of California conducts its business with integrity. The Arc of California reflects quality and excellence in all its work.

SECTION 3. LANTERMAN ACT

The Arc of California accepts its unique responsibility to protect and defend the rights of every individual with a developmental disability in California as mandated in the Lanterman Developmental Disabilities Services Act and affirmed by the California Supreme Court in Arc vs. DDS in 1985.

ARTICLE III – MEMBERSHIP

SECTION 1. DETERMINATION

This Association shall have, at least, the following categories of membership. The Board of Directors of this Association may establish other categories of membership without the privileges associated with Member Chapters.

  1. Member Chapter

Member Chapters shall be non-profit public benefit membership organizations. The Member Chapter is the unit for the purposes of conducting business at meetings of the Board of Directors. Each Member Chapter shall designate a representative, by a process of its own design, who will represent their Member Chapter at this Association’s meetings of the Board of Directors.

  1. Individual Member.

Individual members are people who pay dues to an affiliated member chapter. These members are automatically members of The Arc of California and thus The Arc of the U.S.

  1. Family Members.

A family member is an individual in a family, which pays dues as a family to an affiliated local chapter or to an affiliated state chapter where there is no local chapter, or to an affiliated international chapter. These family members are automatically members of The Arc.

B. At-Large Members of The Arc of California

While all members are encouraged to join local chapters of the association, which automatically entitles them to state and national membership, members may opt to join the state association in lieu of a local chapter.

  1. Individual Member.

Individual at-large members are automatically members of The Arc of the U.S. and may at anytime transfer their individual membership to a local chapter. If the member transfers their membership to a local chapter they will be entitled to the full benefits of a chapter member (see Article III, Sec 1, A. above).

  1. At-Large Members of The Arc of the U.S.

At-large members of The Arc of the U.S. are members designated as such by The Arc of the U.S. Such members shall not be eligible to be nominated for office, Board of Directors, Nominating Committee or to serve as a Delegate at the Annual Meeting.

  1. Associated Organization

Organizations that subscribe to and wish to formally support the mission, core values, and position statements of The Arc of the U.S., but otherwise do not qualify for affiliated chapter status may be eligible for associated organization status. Organizations wanting to become associated organizations must submit an application to the state-affiliated chapter, if one exists, with a signed associated organization agreement. If the state-affiliated chapter approves the associated organization, it will send the application to the secretary of The Arc of the U.S.Current and former affiliated state or local chapters of The Arc of the U.S. shall not qualify for associated organization status as long as they meets requirements for affiliated state or local chapter status.

  1. Community Supporter Non-member Chapter

This non-affiliated membership category is available to non-member based organizations. No voting rights shall be afforded to these chapters, nor shall there be an opportunity to serve as an officer of this association.

SECTION 2. QUALIFICATIONS AND ADMISSIONS

  1. All organizations considered for membership shall demonstrate a commitment to the mission, purpose, vision and core values of this Association and provide advocacy, supports, or services for The Arc of California's constituency.
  2. All Member Chapters must submit a written request for Member Chapter recognition, including a signed affiliation agreement, to the Secretary of this Association.
  3. Member Chapter qualifications shall include those minimum standards of membership required by The Arc of The United States, herein after referred to as The Arc of the U.S.
  4. The request for Member Chapter recognition shall be approved or disapproved under procedures established by the Board of Directors.

SECTION 3. PRIVILEGES OF A MEMBER CHAPTER

Member Chapter status entitles the Member Chapter to all the benefits and privileges of this Association and of The Arc of the U.S. including, but not limited to:

  1. Be represented by delegate(s) to the Association Membership Delegation and the Association’s Board of Directors thereby exercising the powers, duties, and responsibilities of these bodies as set forth in ARTICLE V and ARTICLE VII, respectively.
  2. Use “The Arc” as part of their name and to use this Association’s logo in conjunction with their own.
  3. Receive information.
  4. Have representatives attend events sponsored by The Arc of the U.S. and/or this Association at member rates.

SECTION 4. PRIVILEGES OF ASSOCIATED ORGANIZATIONS

  1. To receive current information relevant to The Arc's constituents.
  2. To receive any and all benefits for which it is eligible as an associated organization.
  3. To have representatives attend events sponsored by The Arc at member rates.
  4. To receive any other privileges as may be established by The Arc's Board of Directors.

SECTION 5. RESPONSIBILITIES OF A MEMBER CHAPTER

  1. To remain a membership-based non-profit organization maintaining at least the minimum required 10 individual and/or family memberships.
  2. To provide this Association with the names and addresses of all the Member Chapter’s members, submitting changes in leadership, articles of incorporation and constitution/bylaws to this Association within 30 days after occurrence.
  3. To pay Member Chapter support fees and submit other required financial information at the prescribed time to this Association as established by the Board of Directors of this Association.
  4. To pay national affiliation fees at the prescribed time to The Arc of the U.S. as established by the national association.
  5. To sign and comply with the affiliation agreement of this Association and that of The Arc of the U.S as required.
  6. To subscribe to and help implement this Association’s core values and position statements, substantive resolutions and legislative goals.
  7. To identify itself as an affiliated member Chapter of this Association including use of this Association’s official logo in conjunction with its own publications and on the Member Chapter’s website.

SECTION 6. RESPONSIBILITIES OF ASSOCIATED ORGANIZATIONS

  1. To pay all fees when due as determined by the Board of Directors.
  2. If the associated organization is a national organization, to provide the names and addresses of its Board of Directors who will automatically become national at-large members of The Arc.
  3. If the associated organization is a state-specific or multi-state membership organization, at the option of the state, to enroll all members as at-large members of the affiliated state chapter. In the absence of an affiliated state chapter, all members of the associated organization become national at-large members.
  4. To subscribe to, assist and work towards implementation of The Arc's mission, core values, position statements, substantive resolutions and legislative goals. To sign and comply with the associated organization agreement in accordance with the timetable established by the Board of Directors.
  5. To refrain from taking a public position as an associated organization with The Arc that is contrary to or in conflict with The Arc's mission, core values, positions statements, substantive resolutions and legislative goals.
ARTICLE IV – FEES AND DUES

SECTION 1. MEMBER CHAPTER SUPPORT FEES

The Board of Directors of this Association shall, on a regular basis, determine the annual support fees.

SECTION 2. COLLECTION OF MEMBER CHAPTER SUPPORT FEES

The Board of Directors of this Association shall determine the time and manner of payment and penalties for late payment of Member Chapter support fees.

SECTION 3. PENALTIES FOR NONPAYMENT OR DELINQUENT PAYMENT

Nonpayment or delinquent payment of Member Chapter support fees may result in Member Chapter privileges (ARTICLE III, SECTION 3.) being suspended in whole or in part at the discretion of the Board of Directors.

SECTION 4. AFFILIATION FEES TO THE Arc of theU.S.

All Member Chapters of this Association shall be responsible for maintaining their affiliation with The Arc of the U.S. and remitting proper/timely payment of the prescribed affiliation fees as determined by The Arc of the U.S. Disaffiliation from The Arc of the U.S. shall presume disaffiliation from this Association.

SECTION 5. COMMUNITY SUPPORTER NON-MEMBER CHAPTER FEES

The Board of Directors of this Association shall, on a regular basis, determine the annual fees for Community Supporter Non-Member Chapters.

SECTION 6. ASSOCIATED ORGANIZATION FEES

The Board of Directors shall establish the fee formula, time of payment and penalties for non-payment or delinquent payment for associated organizations. The Arc of California shall notify in a timely manner each affected associated organization in danger of losing any privileges.

ARTICLE V - ASSOCIATION MEMBERSHIP DELEGATION

SECTION 1. VOTING BODY OF The Arc of California

The Association Membership Delegation shall constitute the voting body of The Arc of California.

SECTION 2. COMPOSITION

The Association Membership Delegation shall be composed of:

  1. Each member of The Arc of California's Board of Directors,
  2. The immediatepast president of the Association, and
  3. Delegates who have been appointed by their Member Chapters to represent them.

SECTION 3. STAFF

Any person who is a paid employee of this Association or a Member Chapter of this Association, may not be a voting member of the Association Membership Delegation with the exception of the California Conference of Executives (CCE) representative on the Board of Directors of The Arc of California.

SECTION 4. POWERS, DUTIES AND RESPONSIBILITIES

The Association Membership Delegation shall have the following powers, duties and responsibilities:

  1. To elect the officers of this Association.
  2. To elect three (3) of the five (5) members to the Nominating Committee.
  3. To act on any other business that may appropriately come before the Association Membership Delegation including core values, position statements, policies, substantive resolutions and agenda of The Arc of California.
ARTICLE VI– OFFICERS OF THIS ASSOCIATION

SECTION 1. COMPOSITION

The officers of this Association shall consist of

  1. President,
  2. Vice-President,
  3. Secretary,
  4. Treasurer,
  5. Immediate Past-President

SECTION 2. DUTIES OF PRESIDENT

The President shall:

  1. Perform the duties usually associated with the office of president. S/He shall have general supervision and direction of the affairs of this Association and the activities of the other officers and shall perform such other duties as may be required by law, the Articles of Incorporation of this Association, these Bylaws or the Board of Directors. S/He shall preside at all meetings of this Association.
  2. Appoint all committees and task forces, except the Nominating Committee, and shall be a non-voting member of all committees and task forces except the Nominating Committee.
  3. Execute such deeds, mortgages, bonds, contracts, checks, or other instruments which may from time to time be authorized by the Board of Directors, in the name of this Association, except as otherwise expressly provided by law, the Articles of Incorporation, or these Bylaws.

SECTION 3. DUTIES OF VICE-PRESIDENT

The Vice-President shall:

  1. Aid the President in the performance of the President’s duties.
  2. Assume all the duties of the President with all the powers and restrictions of the office, in the case of the absence of the President, or in the event of his/her inability or refusal to act.

SECTION 4. DUTIES OF SECRETARY

The Secretary shall:

  1. Certify and maintain at the principal office of this Association, the original or a copy of these Bylaws as amended or otherwise altered to date.
  2. Ensure that an accurate record is maintained of the proceedings and business transactions of all regular and special meetings of this Association and that all necessary correspondence is completed.
  3. Be responsible for the custody of all books, papers and reports of this Association, subject to call of the President or Board of Directors.
  4. Ensure that an accurate record of the member Chapters and their current delegates is maintained.

SECTION 5. DUTIES OF TREASURER

The Treasurer shall:

  1. Be responsible for the custody of all funds and securities of this Association.
  2. Oversee and monitor the receipt of monies due and payable to this Association and insure that all such funds are deposited in the name of this Association in such banks, trust companies, or other depositories as shall be selected by the Board of Directors.
  3. Oversee and monitor the disbursement of the funds of this Association as may be directed by the Board of Directors, insuring that vouchers for such disbursements are maintained.
  4. Insure that adequate financial records are maintained, and a correct accounting of all properties and business transactions, including accounts of the assets, liabilities, receipts, disbursements, gains and losses of this Association, subject to call of the President or Board of Directors.
  5. Cause to be prepared and certified the financial statements to be included in any required reports.

SECTION 6. DUTIES OF IMMEDIATE PAST-PRESIDENT