Our vision statement: People with disabilities enjoy equality, dignity, power, freedom of choice, independence

Bylaws of Disability Rights California

Amended March 6, 2010

Article I. Names and Purpose

Section 1.1: Name

The name of this corporation shall be Disability Rights California. (hereinafter "the Agency”).

The Agency shall function as a nonprofit corporation for the purposes of acting as the agency responsible for the protection of the individual rights of and advocacy for persons with disabilities pursuant to each of its federal authorizing statutes and its other grants and contracts including but not limited to the:

(1) Developmen­tally Disabled Assistance and Bill of Rights Act of 1978 as amended, 42 U.S.C. 6000 et seq;

(2) The Protection and Advocacy for Mentally Ill Individuals Act of 1986 as amended, 42 U.S.C. 10801 et seq;

(3) Protection and Advocacy for Individual Rights Act of 1992 as amended, 29 U.S.C. 794e; 

(4) Technology-Related Assistance for Individuals with Disabilities Act of 1988 as amended, 29 U.S.C. 2201 et seq;

(5) Protection and Advocacy for Beneficiaries of Social Security Act of 2001, 42 U.S.C. § 13206 et seq;

(6) Protection and Advocacy for Traumatic Brain Injury Act of 2002, 42 U.S.C. § 300d-53;

(7) Protection and Advocacy for Voting Access Act of 2002, 42 U.S.C.§ 15461;

and, shall provide assurances that California will be in compliance with the above referenced acts.

The Agency shall have and exercise all rights and powers conferred on nonprofit corporations under the laws of California, or which may hereafter be conferred, including the power to contract, rent, buy, or sell personal property and to rent, lease, or purchase real property. 

Article II. Offices and Area of Services

Section 2.1: Principle Office

The principal office of the Agency shall be located in the County of Sacramento, California.  The Board of Directors may change the principal office from one location to another within the county.

Section 2.2: Other Services

The Agency may also have offices at such other places within the State as its business may require and as the Board of Directors may from time to time designate.

Section 2.3: Area of Service

The area of service shall be the State of California.

Article III. Board of Directors

Section 3.1: Composition

In order to gain varied and diverse expertise and representation, the Agency shall be under the direction of a minimum of  thirteen (13) and a maximum of seventeen (17) member Board of Directors.  Board members shall be appointed based on demonstrated interest and experience in issues affecting persons with disabilities.  At least a majority of the Board shall be comprised of people with disabilities. At least a majority of those individuals who comprise the Advisory Council required pursuant to the Protection and Advocacy for Mentally Ill Individuals Act shall be members of the Board.  Twenty percent (20%) of the members of the Board shall be attorneys licensed to practice in California, whose selection reflects the Board’s overall diversity goals.  Every effort shall be made to ensure that all appointments reflect the socioeconomic, ethnic, geographic and disability diversity of the State.    

Section 3.2: Conflict of Interest

No person shall serve as a Director who (1) as a result of their employment or other activities impedes the Agency’s ability to be independent of any agency that provides treatment, services or habilitation to individuals with disabilities as required by federal law or (2) is an employee or contractor of the Agency.

Directors have a duty to disclose any actual or possible conflict of interest, including any transaction in which the Director has a material financial interest or a loyalty conflict of interest. The Director shall disclose the conflict prior to the Board taking action on the matter and the Director shall abstain from deliberating on and voting in any action which causes the conflict.  Directors shall also comply with the Agency’s conflict of interest policy.

If the Board has reasonable cause to believe a Director has failed to disclose actual or possible conflicts of interest it shall take appropriate disciplinary and corrective action.

Section 3.3: Appointments and Terms of Office  

(a) A minimum of thirteen (13) and a maximum of seventeen (17) Directors shall be appointed by the Board of Directors and shall serve a term of three (3) years. The Directors shall be appointed in compliance with Section 3.1.

(b) No Director shall be appointed for more than two (2) consecutive full terms; provided, however, if the replacement Director has not been appointed upon the expiration of the prior Director's term, the prior Director may continue to serve for sixty (60) days.  A Director’s term shall begin on the first day the Director is appointed to the position.

(c) A list of potential qualified Board members shall be developed by the Board and shall be made available for consideration for appointments made pursuant to this section when vacancies occur.

Section 3.4 Vacancies

(a) Vacancies on the Board of Directors shall exist (1) on the death, resignation, or removal of any Director; (2) whenever the number of Directors authorized is increased; (3) upon the declaration by resolution of the Board of Directors of a vacancy of the office of a Director who has been declared of unsound mind by an order of the court or convicted of a felony or has been found by final order or judgment of any court to have breached a duty under Sections 5230 and following of the California Nonprofit Corporation Law; (4) whenever the non-attendance of a Director falls within the conditions of Section 3.5, paragraph (b); (5) whenever a Director's position has not been filled through election or appointment after his/her term expires according to Section 3.3(b). 

(b) If a Director fails to attend two (2) consecutive Board meetings or fails to attend in person three (3) Board meetings in a calendar year, that Director shall be removed upon a two-thirds (2/3) vote of the Board. 

(c) A person appointed Director to fill a vacancy shall hold office for one three-year term beginning on the date the Director is appointed to the position, or until the appointee's removal or resignation.

Section 3.5: Powers

The Directors shall exercise the powers of the Agency, control its property, and conduct its affairs, except as otherwise provided by law, the Articles of Incorporation or Bylaws.

Section 3.6: Duties

The Directors shall:

(1) Perform any and all duties imposed on them, collectively or individually, by law, by the Articles of Incorporation, and by these Bylaws.

(2) Establish and review the Agency's salary ranges, personnel, and other policies.

(3) Annually review and approve the Agency’s budget, financial statements, Independent A 133 Audit, Form 990 Return of Organization Exempt from Income Tax and independent audit as a means of ensuring fiscal oversight.

(4) Appoint and remove an Executive Director.  The Executive Director shall serve at the pleasure of the Board of Directors as the Chief Executive of the Agency and shall implement the policies of the Board of Directors.

Section 3.7: Compensation

Directors and officers of the Agency shall serve without compensation; however, the Directors and officers of the Agency shall be reimbursed for actual and necessary expenses in accordance with the policy established by the Board of Directors.

Article IV. Meetings

Section 4.1: Regular and Annual Meetings

A meeting of the Board of Directors shall be held at least once a year as determined by the Board of Directors, designated as the Annual Meeting, at which meeting the Directors shall elect the officers for the ensuing term.  The Directors may hold additional meetings, designated Regular Meetings during each calendar year as may be necessary to carry out the business of the Agency. Notice shall be given to each Director, the members of the State Developmental Disabilities Council, the Director of the Department of Developmental Services, the California Mental Health Planning Council, the Director of the Department of Mental Health, and the Office of the Governor in writing of the time and place of Regular and Annual Meetings by mail or otherwise at least ten (10) days prior to any such meeting.  Notice hereunder shall be deemed given upon mailing.

Section 4.2: Special Meetings

A meeting of the Board of Directors shall be held at least once a year as determined by the Board of Directors, designated as the Annual Meeting, at which meeting the Directors shall elect the officers for the ensuing term.  The Directors may hold additional meetings, designated Regular Meetings during each calendar year as may be necessary to carry out the business of the Agency. Notice shall be given to each Director, the members of the State Developmental Disabilities Council, the Director of the Department of Developmental Services, the California Mental Health Planning Council, the Director of the Department of Mental Health, and the Office of the Governor in writing of the time and place of Regular and Annual Meetings by mail or otherwise at least ten (10) days prior to any such meeting.  Notice hereunder shall be deemed given upon mailing.

Section 4.3: Open Meetings

All Special and Regular meetings of the Board of Directors shall be open and public; provided, however, the Board of Directors may hold executive sessions to consider the following:

(1) Appointment, employment or dismissal of an employee of the Agency;

(2) Complaint or charges brought against or by an employee of the Agency;

(3) Litigation;

(4) Contracts and grants between the Agency and contractors and grantees;

(5) Any other matter wherein by a two-thirds (2/3) vote of the current Directors, an executive session is determined to be in the best interests of the Agency.

Section 4.4: Conduct of Meetings

All meetings of the Board of Directors shall be governed by a current edition of Robert's Rules of Order insofar as such rules are not inconsistent with or in conflict with these Bylaws, the Articles of Incorporation of the Agency, or with State law.  Meetings of the Board of Directors shall be presided over by the Agency President or in his or her absence by the Chair, or, in the absence of both, by a Temporary Chair chosen by a majority of the Directors present and voting.

Section 4.5: Quorum

A quorum shall consist of a majority of the current Directors.  The Board of Directors shall not meet unless a quorum is present, provided, however, the Directors present may meet reconstituted as a Committee to make recommendations to the Board of Directors on any pending matter.

Section 4.6: Majority Action as Board Action

Every act or decision made or done by a majority of Directors at a duly-called meeting shall be the act of the Board of Directors, unless the law, the Articles of Incorporation of the Agency or these Bylaws requires a number greater than a majority to effectuate such act or decision.  The Board may also take action, in the absence of a meeting through a unanimous written consent process. 

Section 4.7:  Participation in Board Meetings

Board members may participate in Board meetings by attending the meeting or through teleconference call or video screen communication, or any means allowed by law.

Article V. Officers

Section 5.1: Titles

The officers of the Agency shall be the President, Chair, Secretary, and Chief Financial Officer.  The Board of Directors may establish other officers as may be necessary to carry on the business of the Agency.

Section 5.2: Qualification, Election, Term of Office, and Vacancies

Officers of the Agency shall be elected from among the Directors by majority vote at the Annual Meeting.  Officers shall serve a one (1) year term unless one of the following occurs: (1) resignation, vacancies created pursuant to Article III; or (2) removal from office by majority vote of the Directors present and voting at any meeting of the Board of Directors.  No person shall serve more than two (2) consecutive full terms in the same office.  Vacancies shall be filled for the unexpired term by the Board of Directors at the next meeting of the Board of Directors.

Section 5.3: Duties of President

The President presides at meetings of the Board of Directors.  The President acts as Chair of the Executive Committee and is an ex-officio member of all standing committees.  The President is the chief administrative officer of the Agency and shall execute all contracts or other instruments authorized by the Board of Directors or designate appropriate other officers, directors, or employees, to do same.

Section 5.4: Duties of Chair

The Chair may, in the absence or at the request of the President, preside at meetings of the Board of Directors and have other powers and duties prescribed by the Board of Directors or by the President.

Section 5.5: Duties of Secretary

The Secretary is responsible for the minutes of all meetings of the Board of Directors. The Secretary shall maintain the records of the Agency. The Secretary, or his or her designee, shall keep records of the names and addresses of Directors and gives all notices in accordance with the Bylaws and as required by statute and such other duties as may be prescribed by the Board of Directors.

Section 5.6: Duties of the Chief Financial Officer

The Chief Financial Officer oversees custody of the Agency funds, securities, and financial records of the Agency.  The Chief Financial Officer oversees that all deposits of monies received by the Chief Financial Officer or the Agency are made in depositories designated by the Board of Directors and is responsible for the disbursement of Agency funds as directed by the Board of Directors and to oversee that there are correct and complete records of accounts including Agency receipts and disbursements and reports on the financial condition of the Agency.

Article VI. Committees

Section 6.1: Executive Committee

There shall be an Executive Committee composed of the President, Chair, Secretary, Chief Financial Officer and the Chair, or his/her designee,  of the standing committees of the Board.  The Committee shall be responsible for planning and making recommendations to the Board of Directors on personnel matters, budget preparation, pending State and Federal legislation, litigation, and take such action as the Board from time to time may authorize.  The Committee shall report back to the Board of Directors at its next meeting regarding all actions taken by the Committee between Board of Directors’ meetings.

Section 6.2: Designation of Committees

The Board of Directors may, by resolution, adopted by a majority of the Directors then in office, designate one or more committees, each consisting of two or more Directors and such other persons as may be appropriate.  The Board shall determine if the Committee is a Standing Committee for purposes of Section 6.1. 

Section 6.3: Ex Officio Membership

The President shall be an ex officio member of all committees, provided however, the President may appoint the Chair to act in that capacity on any committee or committees.

Article VII. Miscellaneous Provisions

Section 7.1: Fiscal Year

The fiscal year of the Agency shall correspond to the fiscal year of the United States Government.

Section 7.2: Execution of Checks, Drafts, Contracts, Leases, Notes

Checks, drafts, contracts, and leases shall be executed on behalf of the Agency by such officers or employees of the Agency as shall, from time to time, be prescribed by the Board of Directors.

Article VIII. Articles of Incorporation and Bylaws

Section 8.1: Effective Date

These Bylaws and the Articles of Incorporation shall become effective immediately upon their adoption unless the Board of Directors in adopting them designates a later date for them to become effective.

Section 8.2: Amendments

Amendment, deletion or addition to these Bylaws or Articles of Incorporation will be effective only if:

(1) The Board of Directors gives thirty (30) days written notice to the State Developmen­tal Disabilities Council, the Director of the Department of Developmental Services, the California Mental Health Planning Council, the Director of the Department of Mental Health, and the Office of the Governor, with a draft of proposed amendments.

(2) The Board of Directors adopts the proposed amendments by a two-thirds (2/3) vote of the current Directors.

Section 8.3: Certification and Inspection

(a) The original or a copy of the Bylaws, as amended or otherwise altered to date, certified by the Board of Directors, shall be recorded and kept in a location in the principal office of the Agency, and such book shall be open to public inspection at all times during office hours.

(b) The original or a copy of the Articles of Incorporation, as amended or otherwise altered to date, certified by the Board of Directors, shall be kept in a location in the principal office of the Agency, and shall be open to the public for inspection at all times during office hours.

Article IX. Lawsuits

Section 9.1: Authority to Initiate Lawsuits

(a)         The Agency may initiate or participate in lawsuits pursuant to the statutes identified in Section 1.1 and other grants and contracts, and such policy as may be adopted by the Board.

Section 9.2: NOTICE PROVISIONS

The Board of Directors shall be notified of all actions which are funded or otherwise supported by the Agency which meet any of the following criteria:

(1) Are filed in or appealed to any Court of Appeal or the Supreme Court of the State of California;

(2) Are filed in or appealed to any Federal District Court, Court of Appeal, or the Supreme Court of the United States;

(3) Are filed or certified as class actions, whether plaintiffs or defendants;

(4) Any other suits or proceedings about which the Board of Directors requests information.

DATED: March 6, 2010

____________________
Dianne Millner, President