"If a child
can't learn in the way that we teach, then we must teach in a way
he can learn."Ivar Lovaas, Ph.D
Moorhead Families for Effective Autism Treatment)
Fargo Moorhead and Surrounding Area"
THIS IS THE GENERAL BYLAW OF FARGO MOORHEAD FAMILIES
FOR EFFECTIVE AUTISM TREATMENT, INCORPORATED, (referred to as the
THE FOLLOWING IS HEREBY ENACTED as a By-Law of the
I. Conditions of Membership
- Membership in the Association is open to any person
interested in the objectives of the Association and whose
application for membership has received the approval of
- Any member may withdraw from the Association by
delivering a written resignation to the Secretary.
- Any member may be required to resign by a vote of
three-quarters (3/4) of the members at an annual meeting.
II. Head Office
- The head office of the Association shall be located at 1389 Elm Cir. Fargo, ND 58102.
III. Board of Directors
- The business of the Association shall be managed by a
board of not less that three (3) and not more than
fifteen (15) directors. Each director has one vote, and
fifty percent of the directors is a quorum.
- The applicants for incorporation shall become the First
Directors of the Association.
- Successors to the First Directors shall be elected at the
annual meeting following incorporation.
- Directors shall hold office for a term of one year.
Directors are eligible for re-election when their term
- A directorship shall become vacant by death, resignation,
bankruptcy, judicial determination of mental incapacity,
non attendance without notice or cause at three
consecutive meetings of the Board of Directors, or
removal by the Board. A motion to remove must be
presented at the meeting of the Board before the meeting
which will consider the motion.
- A decision on the motion to remove must be voted on by
secret ballot and be supported by a 2/3 majority for the
motion to be carried.
- If the position held by an elected member becomes vacant,
the board shall fill the vacancy from among the members
of the association, and the person so appointed shall
serve the remainder of the term to which the vacating
director was elected.
- The directors are to serve without remuneration. No
director may be directly or indirectly receive any profit
from their position as director. A director may be
reimbursed for reasonable expenses incurred by them in
the performance of their duties, any may be paid
reasonably for any duties they perform under contract or
as an employee of the Association.
IV. Directors Meetings and Duties
- The directors must meet at least once each year. Other
meetings may be held at any time and place the directors
- At the first meeting of directors following an annual
meeting, the directors shall elect officers of the
Association, and make appointments to the standing
- The Directors are responsible for coordinating the work
of the Association, and for carrying out the policies and
directives of the Association made at its annual
- The Directors are responsible for ensuring that funds of
the Association are accounted for, and for ensuring that
minutes of the meetings are properly maintained.
- The Directors may exercise all the powers of the
Association except those which the Act or a by-law
requires to be exercised by the members.
- The officers shall be: President, Vice-President,
Treasurer, Secretary, who shall constitute the Executive
Committee. Any two offices, except President and
Vice-President, may be held by the same individual.
- Officers shall hold office for a term of one year. An
officer may resign office by giving written notice to the
Secretary (or in the case of the Secretary, to the
- The Board of Directors may remove an officer by following
the procedure for removal of a director set up in section
III paragraph 6.
- If a vacancy occurs in any office, the Board will fill it
from among its members.
- If an officer dies, resigns, retires or is removed, any
property of the Association in their possession is to be
returned to the Board. It is the Secretarys
responsibility to make sure this is done.
- The President is the Chief Executive Officer and will
preside at all meetings of the Association and the Board.
In addition, the president is responsible for the
- General management of the association.
- That all orders and resolutions are carried out.
- To prepare and submit a report to the annual meeting.
- The Vice-President will perform whatever duties the Board
requires, and in the absence of the President, shall
perform the Presidents duties.
- The Secretary is to attend all meetings of the Board, or
of members, and act as clerk of those meetings, recording
all votes and minutes of proceedings in the minute book.
The Secretary is responsible to give notice of meetings
of the members or of the Board, and to do whatever else
the Board requests.
- The Treasurer has custody and responsibility for the
Associations money, and shall keep complete
accounts of all the assets, liabilities, receipts and
disbursements, and provide an accounting to the president
and directors whenever they require, and do whatever
other duties the directors request.
VI. Signing Documents
- Any documents requiring the signature of the Association
are to be signed by any two officers. Any properly signed
document is binding on the Association without further
authorization or formality. The Board may appoint any
officer to sign any specific document for the
- The annual meeting of the Association will be held during
the month of May on a day, and at a place, which the
Board decides is convenient.
- The annual meeting shall always:
- Receive the Directors reports
- Receive the financial statement and Accountants
- Elect a board of Directors for the following
- Appoint an accountant for the following year.
- Deal with any other business brought before it.
- A general meeting of the Association may be called at any
time by the Board of Directors, or the President, or the
Vice-President, or by 5% of the Members. Every member is
to be given at least 21 days notice of a general meeting.
The notice is to state the business of the meeting, and
is to be sent to the last address the member has given to
- Twenty-five percent of the members constitutes a quorum.
Each member present will have one vote. Voting by proxy
will be permitted.
- Any error or omission in giving notice of a meeting will
not invalidate the meeting, or anything done at the
meeting. Members may waive the notice requirements, and
may approve and confirm anything done at a meeting held
- Every question at any meeting will be decided by a
majority of votes, unless the Act or any By-law requires
otherwise. If the vote is tied, a second vote will be
called. If the vote remains tied, the question will be
- The rules of procedure at meetings is to be determined at
the first annual meeting and may be amended at any time
by ordinary motion.
VIII. Resolutions and Amendments
- Resolutions are either ordinary or special. An ordinary
resolution may pass on a simple majority of votes. A
special resolution must be identified as such in the
notice of the meeting at which it will be considered, and
requires a 2/3 majority to pass.
- By-laws may be enacted or amended by ordinary resolution
at any general meeting.
- Notice to introduce or amend a By-law, including a draft
of the proposed or amended By-law, is to be given in
writing to all members at least 10 days prior to the
meeting at which it will be considered.
IX. Financial Year and Accountants
- The Associations financial year shall be from April
1 to the following March 31.
- At each annual meeting the members are to appoint an
accountant to review the accounts. The accountant will
hold office until the following annual meeting. If a
vacancy occurs between annual meetings, the Board will
appoint a replacement. The accountant is to be paid an
amount decided by the Board.
- The directors are responsible for keeping whatever books
and records the By-laws or any law requires. Books and
Records of the association are open for view at the
associations office, by anybody who gives
- In this and any other By-law, the following rules apply
unless the context indicates otherwise:
- Singular words include the plural.
- Gender specific words include the opposite gender.
- Reference to persons includes corporate entities.
- Reference to any by-law, statute or law includes later
amendments or re-enactment of the by-law, statute or law.
- Reference to the "Act" means the Corporations
Act (North Dakota), and any amendment or substitution for
XI. Winding Up
- Members of the association do not have and cannot have
any personal interest in the associations property.
If the Association is dissolved or disbanded, any assets
left after all liabilities have been satisfied must be
distributed to registered charitable organizations whose
purposes are most similar to those of the association at
the time. The substance of this rule may not be changed
by any later amendment, nor may this rule be repealed.