GDUI Bylaws

ARTICLE 1.00:  NAME; Governance; Affiliation

1.01:  Name

The name of this Organization shall be Guide Dog Users, Inc., hereinafter referred to as GDUI or the Organization.

1.02:  Governance

This Organization shall be a member-governed Organization as defined in §29-401.50(a) of the District of Columbia Nonprofit Corporation Act of 2012, hereinafter the DC Nonprofit Code.

1.03:  Affiliation

This Organization shall be a chartered special interest affiliate of the American Council of the Blind, and shall hence be subject to all requirements and obligations applicable to affiliates of that organization.

ARTICLE 2.00:  PURPOSES

2.01:  The purposes of this Organization, in addition to those stated in the Articles of Incorporation, shall be:

(1) To promote the acceptance of guide dog teams by all agencies, employers, educational institutions, commercial establishments, and the general public.

(2) To work for the expansion, standardization, and enforcement of legal provisions, both civil and criminal, governing the rights and responsibilities in the areas of public access, employment, housing,  personal injury to dog and handler, transportation, and recreation.

(3) To work in cooperation with guide dog training providers in contributing input in the areas of selection, training, health care, and accommodations for both canine and human students, and to provide constructive input to improve the quality of the training experience.

ARTICLE 3.00:  OFFICES AND REGISTERED AGENT

3.01:  Offices

The principal office of the Organization shall be located within or without the District of Columbia at such place as the Board of Directors shall from time to time designate.  The Organization may maintain additional offices at such other places within or without the District of Columbia as the Board of Directors may designate.

3.02:  Registered Agent

The Organization shall designate a person to serve as the registered agent for the District of Columbia. The Board of Directors may change the registered agent from time to time.

ARTICLE 4.00: INDIVIDUAL AND AFFILIATE MEMBERSHIP

4.01:  Classes of Membership

This Organization shall have voting members and is authorized to have categories of non-voting members.  The requirements for voting members shall be as stated in ¶ 4.03 of these Bylaws.  The Board may establish requirements and qualifications for non-voting members or classes of non-voting members subject to the approval of the membership at an annual meeting.

4.02:  Availability

Upon compliance with the requirements of ¶ 4.03 of these Bylaws, voting membership shall be available to all persons eighteen years of age or over who support the purposes of this Organization, provided however that at all times, the majority of the voting membership shall be blind or visually impaired persons who use guide dogs.

4.03:  Requirements for Voting Membership

Voting membership shall be conferred in this Organization upon the payment of dues.  The dues for “at large” members, life members, and affiliates shall be in such amounts as may be established by the Board of Directors.  The Board shall, when appropriate, also require that prospective members submit such other information as is, or may be, necessary to comply with legally mandated corporate governance and/or record keeping requirements, or which is, or may be, requested by the American Council of the Blind.

4.04:  Rights of Members

Each member who has paid his or her membership dues by the record date shall be considered a member in good standing and shall be eligible to cast one vote on those matters set forth in these Bylaws or on which the Nonprofit Code requires the approval of the members.  The record date to determine which members are entitled to vote at a meeting of the membership shall be five (5) days before the first notice is given to members.

4.05:  Affiliates

All affiliates of GDUI shall be organized in accordance with the following requirements:

(1)  Any organization making application for affiliate status shall have no fewer than seven (7) members, the majority of whom shall be guide dog users.  Each affiliate organization shall maintain a majority of members who are users of guide dogs.  Any affiliate failing to maintain a membership of at least seven (7) members for three (3) consecutive years shall be considered to be inactive and any affiliate rights conferred by these Bylaws shall be suspended until such time as the affiliate complies with the above-stated minimum membership requirement.

(2)  Any organization making application for affiliation shall submit its constitution and bylaws for review and approval by the GDUI Board of Directors.

(3)  The governing instruments of any organization seeking affiliation with GDUI shall not be in conflict with those of GDUI.

(4)  Applicants for affiliation shall be approved by an affirmative vote of a majority of Board members eligible to vote.

(5)  All affiliates shall be responsible for paying the required dues per affiliate member to GDUI on an annual basis.  Failure to submit the required dues in a timely manner may, by direction of the Board of Directors, forfeit voting privileges for the affiliate and the members of the affiliate.

(6)  Each GDUI affiliate shall, on an annual basis, submit its dues along with an updated roster of members, a copy of its constitution and/or bylaws (as amended), and a current list of officers and directors to the person designated by the President on or before February 15, unless the affiliate requests and is granted an extension by the President.

4.06:  Affiliate Voting

(1)  Affiliate voting shall be limited to caucuses and other activities authorized by the Board of Directors, with the exception that the membership at a properly called meeting, may, by majority vote of those present and voting, call for a roll call vote on a specific matter of business.  When affiliate voting is authorized, each affiliate shall be entitled to one (1) affiliate vote in any annual or special meeting of the membership or properly called telephonic or electronic election/meeting for each seven (7) affiliate members, or major fraction thereof; however, no affiliate may have more than twenty-five (25) affiliate votes.

(2)  Each affiliate shall select a delegate who shall cast the affiliate’s vote.

(3)  Should the membership of an affiliate drop below seven (7) members, that affiliate shall be entitled to one (1) affiliate vote and be subject to the conditions specified in paragraph 4.05  1. of this Article.

(4)  To insure that its affiliate vote is cast in an equitable manner when conducting American Council of the Blind business, GDUI shall conduct a caucus at each annual convention at which time the delegates will record the vote of GDUI members and affiliate representatives present in conformity with the provisions of this section.  Individual affiliate members shall be members of GDUI by virtue of their affiliate membership and shall possess all rights incidental thereto.

4.07: Affiliate Dissolution

In the event that an affiliate elects to dissolve, the president or other presiding officer shall, as soon as possible, give written notice to the GDUI President and Treasurer  of the affiliate’s dissolution.

ARTICLE 5.00:  OFFICERS AND DIRECTORS

5.01:  Officers

The Officers of GDUI shall be the President, the First Vice-President, the Second Vice-President, the Secretary, and the Treasurer.

(1)  The President, First Vice-President, and Second Vice-President shall be elected for terms of two (2) years and shall not be eligible to serve for more than three (3) consecutive terms in the same office.

(2)  The Secretary and Treasurer shall be elected for terms of two (2) years and there shall be no term limits.

5.02:  Directors

GDUI shall elect six (6) Directors with two (2) Directors being elected annually for terms of three (3) years, thereby creating staggered terms.  No member shall be eligible to serve for more than two (2) consecutive terms as a Director.

5.03:  Non-Voting Positions

There shall be three (3) additional positions on the Board of Directors, two (2) of which are appointed by the President, and one (1) of which is elected by the Board of Directors.  The two appointed positions are the Affiliates Liaison and the Guide Dog Schools Liaison, and the elected position shall be the Editor of GDUI’s regular publication.  These three additional members shall serve as ex-officio members of the Board without a vote.  The additional two (2) appointed Board members shall be limited to serving the same terms as Directors unless an extension of service is requested and granted by a majority vote of the Voting Members of the Board.  The member elected to the publication Editor Board position shall serve unlimited terms unless requested to be removed or is removed from that position by the procedures specified in paragraph 6.08 dealing with removal of Officers, Directors and Appointees.

5.04:  Board of Directors

The Officers, Directors, and the three (3) additional members who are elected or appointed to the Board shall constitute the Board of Directors of this Organization, (hereinafter the Board).  All Officers shall be considered to be Directors as that term is used in the DC Nonprofit Code.

5.05:  Locales of Directors

Of those Director positions that are elected to the Board, no more than three (3) members occupying those positions shall be from the same state, District, or possession.  For the avoidance of doubt, the publication Editor, the Affiliates Liaison, and the Guide Dog Schools Liaison are not elected positions on the Board.

5.06:  Individual Duties of Board Members

Except as may be otherwise specified in the Articles of Incorporation or these Bylaws, the powers, duties, and responsibilities of the President, First Vice-President, Second Vice-President, Secretary, and Treasurer shall be such as are prescribed in the parliamentary authority adopted by this Organization or as may be specifically prescribed or mandated by the DC Nonprofit Code.  The duties of the remaining Board members shall be such as may be determined by the Board of Directors or the membership.

5.07:  Eligibility for Board Service

(1)  Candidates for any office on the Board shall be members of GDUI.

(2)  The President, First Vice-President, Second Vice-President, and a majority of the Board of Directors shall be guide dog users.

(3)  All elected Officers, Directors, and appointed Board members shall serve in no more than one (1) Board position at a time while serving on the GDUI Board of Directors.

5.08:  Partial Terms

Any period of time served in office which is less than half a term, whether occurring by election or appointment to complete an unexpired term, shall not be counted as a term served.  All incumbents shall continue serving in the offices to which they have been elected or appointed until their successors are elected and take office.

5.09:  Election and Tenure

(1) The election of Officers and Directors shall take place during an annual meeting.  Those who are members of GDUI as of the record date (five (5) days prior to notice of the election) shall be eligible to vote.

(2)  Officers will be elected by a majority of the members present at the meeting.

(3)  In the event there are more than two candidates for any Officer  position  and following the election, no candidate has received more than 50% of the votes cast for such office, a second election will be held immediately following the conclusion of the first election.  The two candidates receiving the most votes in the first election shall be candidates in the second election.  If either of the top two candidates elects not to stand for the second election, the candidate with the next highest vote total shall be a candidate for office in the second vote.  No additional nominees will be accepted for such office.

(4)  Directors will be elected by a plurality of the members present at the meeting.

(5)  May shall be the month of the annual election unless otherwise rescheduled by the Board of Directors.

(6)  Except in cases where persons join the Board to fill vacancies, the term of service for all Officers, Directors, or Appointees shall begin at the close of the annual GDUI convention in the year of election and shall end at the close of the annual GDUI convention in the year that elects and qualifies their successors.

ARTICLE 6.00:  POWERS OF THE BOARD OF DIRECTORS; MEETINGS; QUORUM; FILLING OF VACANCIES

6.01:  Authority and Powers

The Board of this Organization shall have such authority and exercise such powers as are mandated or permitted by the DC Nonprofit Code except as may be further limited by these Bylaws, or, to the extent legally permissible, the membership.  The Board shall function as the governing body of this Organization between annual membership meetings and shall not adopt any position nor take any action in conflict with any prior positions, policies, or decisions adopted by the membership.

6.02:  Annual, Regular and Special Meetings

GDUI shall hold an annual meeting of its Board of Directors for the transaction of such business as may properly come before the meeting.  The annual meeting of the Board shall be held after the annual meeting of the members as provided for in paragraph 5.09 (5), at such place and at such time as determined by the Board of Directors.  The Organization may hold other regular meetings of the Board in accordance with a schedule to be published to the membership.  Unless the Articles of Incorporation, the Nonprofit Code or these Bylaws provide otherwise, any business may be considered at the annual or any other regular meeting of the Board without such business having been specified in the notice for such meeting.  Failure to hold an annual meeting does not invalidate the Organization’s existence or affect any otherwise valid corporate acts.  Special meetings of the Board may also be called at the discretion of the President or at the request of any two Board members.

6.03:  Notice of Meetings

NO notice of meetings shall be required for regularly scheduled Board meetings beyond the published schedule required by ¶ 6.02 of these Bylaws.  Notice of any special Board meeting shall be given no less than two days prior to the date on which such meeting is scheduled to occur except in emergency circumstances as defined in §29-403.03(d) of the DC Nonprofit Code, in which case the above-stated notice requirement shall be superseded by §29-403.03(b)(1) of the Code.  Notices of any special meeting need not specify the purpose for which the meeting has been called except that notice of intent to remove a Director shall always be given in the case of any regular or special meeting at which such action is contemplated.

6.04:  Participation

The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting.

6.05:  Quorum and Action by Directors.

A majority of the Voting Members of the Board of Directors shall constitute a quorum for the transaction of business at any regular or special Board meeting.  Unless the Articles of Incorporation, the Nonprofit Code or these Bylaws require a greater proportion, the action of a majority of the Voting

Members of the Board present at a meeting of the Board at which a quorum is present shall constitute action of the Board of Directors.

6.06:  Action by Written Consent

Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting, if a unanimous written consent setting forth the action to be taken is signed by each Director of the Board of Directors and filed with the minutes of proceedings of the Board of Directors.

6.07:  Filling of Vacancies

(1)  A vacancy occurs when the incumbent in any Officer or Director position dies, becomes incapacitated, resigns, or is removed in accordance with ¶ 6.08 of these Bylaws or §29-406/08 of the DC Nonprofit Code.

(2)  In the case of a vacancy in the President’s position, regardless of the amount of time remaining in the term of office, the duties and responsibilities of the President shall be immediately assumed by the First Vice President who shall continue serving as President for the remainder of the term.  In the case of a vacancy occurring in any other position, (including that of the First Vice Presidency under the circumstance just described), the President may appoint, with approval by majority vote of the Voting Members of the Board of Directors, whether or not sufficient to constitute a quorum, any member to fill the position until the next scheduled election occurs, at which time the members shall elect an individual to fill the unexpired term of the Director whose resignation or removal created the vacancy on the Board.

(3)  Even if these vacancies are filled by Presidential appointment with Board approval, they are elected Board positions.

6.08:         Removal or Resignation of Directors

(In this section, the term Directors will also include Officers.)

(1)  The members may remove any Director, with or without cause, at the annual or special meeting of the members, by the affirmative vote of two-thirds (2/3) of the members present at the meeting, provided a quorum is present.  The notice of the meeting at which the removal of a Director is to be considered must state that one of the purposes of the meeting is to vote on the removal of the Director.

(2)  The Board of Directors, by the affirmative vote of two-thirds (2/3) of the   Voting Members of the Board of Directors then in office, may remove a Director who:

(a)  Has been declared of unsound mind;

(b) Has been convicted of a felony;

(c) Has been found by a final court order to have breached a duty as a Director;

(d) Has ceased to be a member in good standing of GDUI, or

(e) Has missed three (3) or more meetings in any twelve month period without being excused.

(3)  A Director may resign at any time upon written notice to the Secretary or any other Officer of the Organization.  Such resignation shall take effect on the date the notice was delivered to the Secretary or other Officer, unless the notice specifies a later effective date.

(4)  A Director appointed by the Board to fill a vacancy shall serve until the next annual meeting of the members.  The Board of Directors may remove any Director appointed pursuant to this Section, with cause, by a two-thirds (2/3) vote of the Voting Members of the Board.

ARTICLE 7.00:  MEMBERSHIP MEETINGS

7.01:  Annual Meeting

This Organization shall hold an annual meeting to conduct such business as may be required by the DC Nonprofit Code and for such other business as the membership may wish to have considered at such meeting.  Failure to hold an annual meeting does not invalidate the Organization’s existence or affect any otherwise valid organizational acts.

7.02:  Annual Convention

GDUI shall meet in convention annually in conjunction with the annual convention of the American Council of the Blind to conduct business, (as limited below), engage in educational and recreational activities, and participate in the various activities of the annual convention of the American Council of the Blind.  GDUI members and friends are welcome to attend the GDUI convention and notice and quorum requirements are waived for any business meetings or sessions thereof that may take place at such convention; however, such business shall be strictly limited to matters coming before the ACB convention on which GDUI may wish to adopt positions or take specific actions.

7.03:  Special Meetings

Special membership meetings may be called by the President, the Board of Directors, or upon the request of ten percent (10%) of the voting members of this Organization as determined from the date prior to that on which the first request for such meeting was made.

7.04:  Record Date

The record date shall be the date as of which the Organization shall determine who is a member in good standing and eligible to vote at the meeting of the members.  The record date for an annual meeting of the members shall be the date that is five (5) days prior to the date notice of the annual meeting is to be given.  The record date for a special meeting of the members called by the President or the Board of Directors shall be five (5) days prior to the date notice of the special meeting is to be given.  The record date for a special meeting called by 10% of the members shall be the date the first member in good standing signs the petition.  The determination of who is a member in good standing eligible to vote shall be made by the Secretary as of the close of business on the record date.

7.05:  Notice of Meetings

(1)The Organization shall give notice to the members entitled to vote of the date, time, and place of each annual or special meeting of the members.  The notice shall be given at least 45 days before the annual meeting date and at least 10 days in the case of a special meeting.

(2)  Notice is given when it is delivered personally to the member, left at the member’s residence or usual place of business, or sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization.  The notice shall state whether the Organization has elected to proceed under §29-405.20(f) of the Nonprofit Code.

(3)  Notwithstanding the foregoing, a member may waive notice of any meeting of the members by written statement filed with the Secretary, or by oral statement at any such meeting.  Attendance at a meeting of the members shall also constitute a waiver of notice, except where a member states that he or she is attending solely for the purpose of objecting to the conduct of business because the meeting was not lawfully called or convened.  Any meeting of the members may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by general announcement.

7.06:  Quorum

Except as otherwise provided in the Nonprofit Code, the Articles of Incorporation or these Bylaws, fifteen (15%) of the votes of members entitled to vote shall constitute a quorum.

7.07:  Conduct of Meeting

The President shall preside at each meeting of members. The President shall determine the order of business and has the authority to establish rules for the conduct of the meeting.  The President shall announce at the meeting when the polls close for each matter voted upon by the members. After the polls close, no ballots or votes, nor any otherwise permissible revocations or changes to a member’s vote may be accepted.  Each member is entitled to one vote.  A member may not vote by proxy.

7.08:   Voting

Except as otherwise provided in these Bylaws, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.  There shall be no cumulative voting.

7.09:  Meeting by Conference Telephone

Members of the Organization may participate in a meeting by means of a conference telephone or similar communications equipment if all persons participating in the meeting can hear one another, vote on matters submitted to the members, pose questions and make comments.  Participation in a meeting by these means constitutes presence in person at a meeting.

7.10:  Action by Recorded Ballot

(1)  Any action required or permitted to be taken at an annual or special meeting of the members may be taken without a meeting, if the Organization delivers a ballot to every member entitled to vote on the matter.

(2)  The ballot must be inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in a perceivable form and sent by personal delivery to the member, left at the member’s residence or usual place of business, sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization.  The ballot must:

(a) set forth each proposed action;

(b) provide for an opportunity to vote for, or withhold a vote for, each candidate for election as a Director; and

(c) provide an opportunity to vote for or against any other proposed action.

(3)  Any measure voted on by ballot, other than the election of Directors, will be considered approved by the members only if:

(a) the number of votes cast equals or exceeds the quorum required for a meeting authorizing the action; and

(b) the number of affirmative votes cast equals or exceeds the number of affirmative votes that would be needed to approve the matter at a meeting assuming the number of members voting at the meeting was equal to the number of ballots cast.  The election of a Director is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting electing Directors, and the Director receives a plurality of the votes cast.

(4)  The solicitation for votes by ballot must:

(a) indicate the number of responses needed to meet the quorum requirements;

(b) state the percentage of approvals necessary to approve each matter other than election of Directors; and

(c) specify the time by which a ballot must be received by the Organization in order to be counted.  A ballot may be validly cast by returning a written ballot to the Organization with the member’s vote recorded on the ballot or by using an electronic, telephonic or other medium that is retrievable in a perceivable form and which is designated by the Organization for casting the ballot.  Once cast, a ballot may not be revoked.

7.11:  Auditing of Voting Results

For all votes conducted pursuant to paragraphs  5.09 and 7.01 (Board election) and  10.01 (Bylaws amendment) of these Bylaws, the Board shall designate a disinterested non-member to serve as an auditor who shall  certify the result of any vote in  a sworn statement which shall be retained in this Organization’s records.

ARTICLE 8.00: COMMITTEES

8.01:  Classes and Types of Committees

Committees in this Organization shall be of two classes: Board and advisory.  The establishment of any Board committees together with their powers, functions, and responsibilities shall be governed in accordance with §29-406.25 of the DC Nonprofit Code.  Both Board and advisory committees may be designated as either standing or special committees.  The Board of Directors shall  have the authority to establish any standing or special advisory committees deemed necessary or desirable to facilitate the transaction of business .  The membership of any advisory committee shall be restricted to voting members of this Organization, and such committees shall have only those powers and responsibilities as shall have been specified in the motions or resolutions pursuant to which they were established.  The President shall be an ex officio voting member of all committees except the nominating committee.  In all cases, a committee may seek the advice of persons recognized as having particular expertise on any matter properly before it for consideration, but such persons shall not participate beyond providing the advice or guidance solicited.

8.02:  Board Committees

(1)  The Board of Directors, by a vote of a majority of the Directors then in office, may establish one or more standing committees comprised of one or more Directors.  The Board of Directors may delegate to these committees any of the powers of the Board of Directors, except as limited by §29-406.25 (e) of the DC Nonprofit Code.

(2)  The President of the Board of Directors shall appoint the members and the Chair of each committee, subject to the approval of a majority of the Voting Members of the Board then in office.  Each committee shall adopt rules of procedure for its business that are consistent with paragraph 6.03  of these Bylaws.  A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee.  Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a unanimous written consent that sets forth the action is signed by each member of the committee and filed with the minutes of the committee.  Committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of paragraph 6.04 of these Bylaws.

8.03:  Special Board Committees

The Board of Directors may appoint one or more special committees for such special tasks as circumstances warrant.  Such special committees shall limit their activities to the accomplishment of the task for which they are created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors.

8.04:  Advisory Committees.

(1)  The Board of Directors may authorize the formation of advisory committees.  The advisory committees shall have such functions and responsibilities specified by the Board of Directors; provided, however, that the Board of Directors may not delegate any of its power, authority or functions to any advisory committee.  Members of an advisory committee need not be Directors.  Each advisory committee may adopt rules of procedure for the conduct of business that are consistent with paragraph 6.03 of these Bylaws and with the rules adopted by the Board of Directors.

(2)  The President shall appoint the Chair of each advisory committee.  The Chairpersons of the advisory committees shall appoint their committee members.     A majority of the members of an advisory committee shall constitute a quorum for the transaction of business.  Advisory committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of paragraph 6.04 of these Bylaws.

8.05:  Reporting

Each committee shall report to the Board of Directors, to the assembly at annual meetings, and/or through publications of GDUI, on a needs basis or as directed by the President or Board of Directors.

ARTICLE 9.00:  FINANCIAL MATTERS

9.01:  Receipts and Disbursements

All funds, except those with specific instructions, received by GDUI from dues and other sources shall be paid into a general fund, and all disbursements from the general fund must have the approval of the Board of Directors, unless such disbursements are authorized by way of the annual budget of GDUI.  Disbursements that exceed any specified limit must have prior approval of the Board of Directors with the exception of emergencies in which case the expenditure shall be submitted to the Board for ratification by a majority vote of the Voting Members of the Board.

9.02:  Reimbursement

All persons incurring expenses in connection with any activity or function undertaken on behalf of this Organization shall be entitled to be reimbursed for any actual costs incurred, up to a specified amount,  where such activity or function and expenditure has been expressly authorized by prior action of the Board.  Reasonable reimbursement may be permitted in all other circumstances at the discretion of the Board.

ARTICLE 10.00:  AMENDMENTS

10.01:  Amendments

These Bylaws may be amended by a two-thirds (2/3) affirmative vote of those present and voting at any annual or special meeting of the membership at which a quorum is present, provided further that:

(1) the proposed amendment or amendments  have been published to the membership in an accessible format or media no less than forty-five (45) days before the date on which such amendment or amendments  are to be considered;

(2) that the amendment(s) have been submitted to the Bylaws Committee no less than seventy-five (75) days before the date on which such amendment or amendments  are to be considered.

10.02:  Effective Date

Amendments to these Bylaws shall become effective immediately upon adoption unless:

(1) the amendment itself, or by proviso attached thereto, contains language specifying another effective date; or,

(2) the amendment, by its terms, specifies that it becomes effective upon the occurrence of a future event or circumstance.

ARTICLE 11.00:  MISCELLANEOUS

11.01:  Parliamentary Authority

The most recent edition of Robert’s Rules of Order, Newly Revised, shall serve as the parliamentary authority for this Organization in all cases to which it may be applicable and is not otherwise in conflict with the Articles of Incorporation, these Bylaws, or the requirements of any statutes to which this Organization is properly subject.

11.02:  Fiscal Year

The fiscal year of the Organization shall be the twelve calendar month period ending December 31 in each year, unless otherwise provided by the Board of Directors.

11.03:  Emergency Powers

In the circumstance where a quorum of the Board of Directors cannot readily be assembled because of some catastrophic event, this Organization is expressly authorize to  exercise emergency powers  as permitted by §29.403.03 of the DC Nonprofit Code.

11.04:  Maintenance of Tax Exempt Status

This Organization shall not carry on any activities not permitted to be carried on:

(1) by any Organization exempt from federal income tax under §501(c)(3) of the Internal Revenue Code of 1986, or

(2) by any Organization to which contributions are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986.  Upon the termination, dissolution or final liquidation of this Organization in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Organization shall be distributed to, and only to, one or more Organizations to carry out the objectives and purposes stated in the Articles of Incorporation of this Organization, provided that such organizations are organized and operated exclusively for charitable or educational purposes as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code.  In the event that no such organizations exists, the assets shall be distributed to such other organization or organizations as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code.  In no event shall any of such assets or property be distributed to any member, Director or officer, or any private individual.

11.05:  Dissolution of Organization

A two-thirds (2/3) vote of the members present and voting at an annual or a special called meeting shall be required to dissolve this Organization.  GDUI shall then give the Attorney General of the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers articles of dissolution to the Mayor as required by DC Code §29-412.02(g.).

11.06:  Interpretative Guidance

In these Bylaws, references to specific provisions of any statute shall be construed to include the corresponding provisions of any future statutes addressing, or having a bearing on, the subject matter of the original citations.  Any provisions of these Bylaws shall be null and void if they are ever determined to be, or subsequently become, inconsistent with any applicable provision of law to which this Organization is properly subject.  In the case of any such occurrence, these Bylaws shall be amended at the earliest opportunity to resolve such conflict.

PROVISO

The adoption of these Bylaws supersedes and replaces all other Constitutions and/or Bylaws previously adopted by this Organization.  The Secretary, or person or persons responsible for preparing this document for presentation, publication, or distribution are hereby authorized to make such technical, editorial, and/or conforming changes as may be necessary without in any way changing the intent of the original wording contained herein.

Effective Date:  These Bylaws shall be effective as of June 8, 2015.

For questions, you are encouraged to contact GDUI’s Bylaws Chair 2nd Vice president Maria Hansen.