"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
FMFEAT

(Fargo Moorhead Families for Effective Autism Treatment)

"Serving Fargo Moorhead and Surrounding Area"

MFEAT By-laws

By-Law

THIS IS THE GENERAL BYLAW OF FARGO MOORHEAD FAMILIES FOR EFFECTIVE AUTISM TREATMENT, INCORPORATED, (referred to as the Association).

THE FOLLOWING IS HEREBY ENACTED as a By-Law of the Association:

I. Conditions of Membership

1. 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 the Directors.
2. Any member may withdraw from the Association by delivering a written resignation to the Secretary.
3. 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

1. The head office of the Association shall be located at 1389 Elm Cir. Fargo, ND 58102.

III. Board of Directors

1. 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.
2. The applicants for incorporation shall become the First Directors of the Association.
3. Successors to the First Directors shall be elected at the annual meeting following incorporation.
4. Directors shall hold office for a term of one year. Directors are eligible for re-election when their term expires.
5. 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.
6. 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.
7. 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.
8. 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

1. The directors must meet at least once each year. Other meetings may be held at any time and place the directors choose.
2. At the first meeting of directors following an annual meeting, the directors shall elect officers of the Association, and make appointments to the standing committees.
3. The Directors are responsible for coordinating the work of the Association, and for carrying out the policies and directives of the Association made at it’s annual meeting.
4. 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.
5. 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.

V. Officers

1. 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.
2. 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 President).
3. The Board of Directors may remove an officer by following the procedure for removal of a director set up in section III paragraph 6.
4. If a vacancy occurs in any office, the Board will fill it from among it’s members.
5. 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 Secretary’s responsibility to make sure this is done.
6. 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 following:

1. General management of the association.
2. That all orders and resolutions are carried out.
3. To prepare and submit a report to the annual meeting.

7. The Vice-President will perform whatever duties the Board requires, and in the absence of the President, shall perform the President’s duties.
8. 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.
9. The Treasurer has custody and responsibility for the Association’s 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

1. 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 Association.

VII. Meetings

1. 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.
2. The annual meeting shall always:

1. Receive the Director’s reports
2. Receive the financial statement and Accountant’s report
3. Elect a board of Director’s for the following year
4. Appoint an accountant for the following year.
5. Deal with any other business brought before it.

3. 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 the Secretary.
4. Twenty-five percent of the members constitutes a quorum. Each member present will have one vote. Voting by proxy will be permitted.
5. 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 without notice.
6. 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 defeated.
7. 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

1. 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.
2. By-laws may be enacted or amended by ordinary resolution at any general meeting.
3. 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

1. The Association’s financial year shall be from April 1 to the following March 31.
2. 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.
3. 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 association’s office, by anybody who gives reasonable notice.

X. Interpretation

1. 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.

2. Reference to any by-law, statute or law includes later amendments or re-enactment of the by-law, statute or law.
3. Reference to the "Act" means the Corporations Act (North Dakota), and any amendment or substitution for it.

XI. Winding Up

1. Members of the association do not have and cannot have any personal interest in the association’s 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.

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