ARTICLE I: NAME
The name of the Corporation is the Council on Education of the Deaf, referred to herein as the Council or CED.
ARTICLE II: PURPOSES
The Corporation is organized exclusively for charitable, educational and scientific purposes within the meaning of Section 501(c) 3 of the Internal Revenue Code of 1954 (or the subsequent provision of any subsequent Federal Tax Laws. The principle activities of the Corporation in pursuance of such purposes are the following:
(A)To aid, promote and foster the optimal education of deaf and hard-of hearing students by establishing individual and teacher preparation program standards that promote best practices in the education of those students.
(B)To develop, promote and disseminate standards for programs preparing professionals who work with students who are deaf or hard of hearing in educational settings and provide an accreditation process for those programs meeting those standards.
- To develop a process for continuously updating and strengthening standards for the preparation of teachers of deaf and hard of hearing students.
(C)To provide a certification process for individual teachers of deaf and hard of hearing students and other professionals based on attending accredited programs, and oversee the maintaining of their certification by verifying continuing education.
(D)To work collaboratively with member organizations or affiliates interested in the aforesaid purposes; to engage in professional conferences which are related to the education of students who are deaf or hard-of-hearing and the preparation and certification of teachers of students who are deaf or hard of hearing.
(E) To perform all services necessary to carry out such purposes by making and receiving grants, gifts and bequests; by entering into contracts with individuals, companies and private and public agencies.
(F) To disseminate, as appropriate, resources related to the education of students who are deaf or hard of hearing and to the preparation and certification of teachers of those students.
(G)To engage in activities that promote best practices in the education of students who are deaf or hard of hearing and the highest standard of professional preparation of those who work with those students.
ARTICLE III: MEMBERS
Section 1: Membership in the Corporation shall be by organization.
Section 2: Membership in the Corporation shall be composed of:
- The Alexander Graham Bell Association for the Deaf (founding organization). (AG Bell)
- The Conference of Educational Administrators of Schools and Programs for the Deaf (founding organization). (CEASD)
- The Association of College Educators – Deaf and Hard-of-Hearing (1988). (ACE-DHH)
- The National Association of the Deaf (1993). (NAD)
- The American Society for Deaf Children (1994). (ASDC)
Section 3: Other national membership-based organizations which are substantially and directly concerned with the education of students who are deaf or hard-of-hearing may be admitted to membership with the unanimous approval of the existing member organizations.
Section 4: Each member organization shall retain its mission, autonomy and organizational
Section 5: Member organizations may be asked to withdraw at any time by the unanimous vote of all other members of the organization if that organization is no longer in compliance with Section 3 or other reasons as determined by the CED Board.
ARTICLE IV: THE BOARD OF DIRECTORS
Section 1. The Board of Directors shall consist of two representatives from each member organization as follows:
- The President of each member organization, or their designee, to serve during his/her term of office.
- One additional representative of each member organization.
- One member of each organization shall constitute the standing Committee on Professional Preparation and Certification (CPPC). Member organizations are encouraged to select representatives with active interest in and knowledge of professional preparation.
- The term of office begins on August 1.
- The term of office of representatives shall be two years or until their successors are designated. The terms shall be staggered to provide for termination of one of the two terms each year.
- Each member organization shall determine the method by which it selects its representatives.
Section 2. All policy, position and public statements shall require unanimous agreement of all member organizations.
Section 3. A quorum for the conduct of the normal business of the organization shall consist of no less than two-thirds of the member organizations.
Section 4: Any member organization may ask that an issue be tabled in order for the representatives to take that issue back their constituent organization for advice and consent.
ARTICLE V: OFFICERS
Section 1. The Officers of the Council shall consist of a Secretary and a Treasurer, both of whom shall be elected by the Board, and a President who shall be appointed on a rotating basis by the member organization whose turn it is to select. (See Section 2, below).
Section 2. Each member organization shall hold the Presidency for two years or until a successor is appointed by the member organization.
Section 2.1 The Presidency of the Council shall be on a rotating basis by member organization and in the alphabetical order of the names of the current organizations as listed in Article III, Section 2. Organizations that become members later shall be added to the list, following names of the current organization members in chronological order according to the date of admission.
Section 2.2 The President is not a voting member of the Board
Section 3. The Secretary and the Treasurer shall be elected by the Board from among its members and shall hold offices for two years or until their successors are elected.
Section 3.1 In elections of Secretary and Treasurer by the Board, voting shall be by all representatives present and the unit rule shall not apply.
Section 3.2 Election of the Secretary and the Treasurer will occur at the place and time in which the Presidency rotates from one organization to another.
Section 3.3 Should the Secretary or Treasurer discontinue as a designated representative of her/his organization, her/his term shall immediately expire and the President will appoint a temporary replacement until an election is held during the next meeting of the Board.
Section 3.4 The Treasurer shall determine the accuracy of revenue and expenditure statements as prepared by the Executive Director on a quarterly basis and additionally if requested by the Board.
Section 3.5 The Secretary or the Acting Secretary shall submit a draft (written or electronic version) of the minutes of the Board meeting within 30 days after the Board meeting to the President and the Executive Director. The President and Executive Director will submit comments to the Secretary within 30 days and then a draft circulated to all Board members to be reviewed and comments submitted to the Secretary at least 15 days prior to the next Board meeting.
Section 4. In the absence or disability of the President, the Secretary shall act as presiding officer. In the event the office of the President is vacated, the Secretary shall act as presiding officer until a successor to the President is appointed by the member organization responsible for the Presidency for that term.
Section 5. The Officers of the Council will constitute an Executive Committee, which shall advise the Executive Director and be empowered to act on routine business of the Board if necessary in the period between Board meetings.
Section 6. The terms of all officers shall commence on August 1 in the year in which they are selected or appointed.
ARTICLE VI: MEETINGS
Section 1. An Annual Meeting of the Board of Directors shall be held each year.
Section 1.1 The Annual Meeting shall be for the purpose of electing officers, when appropriate, receiving reports of officers and committees, approving program accreditation recommendations; and for any other business that may arise.
Section 1.2 At each Annual Meeting, the date and place of the subsequent Annual Meeting shall be established. The date and time of quarterly meetings will also be established.
Section 2. Board meetings other than the Annual Meeting may be conducted any means of communication by which all Board members participating may simultaneously communicate.
Section 3. Special meetings of the Board may be called by the President or upon the request of a majority of member organizations.
ARTICLE VII: FINANCIAL SUPPORT
Section 1. Financial support of the Council shall be provided by the member organizations. The Board of Directors shall establish the Council’s annual budget and annual member dues.
Section 1.1 Organizational members must pay dues in toto per annum or on a quarterly schedule.
Section 1.2 Organizational members may apply for a one-time only deferment or waiver of dues for one year only for the reason of financial hardship. The Board will consider any requests for deferment or waiver and will make a decision on a case-by-case basis.
1.2.1 Organizational members will retain voting privileges during the deferment or waiver year.
1.2.2 Organizations receiving a deferment or waiver are expected to become full dues paying members in the year following their approved deferment or waiver.
Section 2. The Council may assess accreditation fees to programs seeking CED Program Accreditation.
Section 3. The Council may assess certification fees to individuals seeking CED Individual Certification.
Section 4. The Board may seek contributions, grants and contracts that are related to and support the Council’s mission.
ARTICLE VIII: COMMITTEES
Section 1. There shall be a standing Committee on Professional Preparation and Certification (CPPC) consisting of one CED board member, or the organization’s designee, from each member organization as specified in Article IV, Section 1, B.
Section 1.1 The functions of the Committee shall be to develop, review and recommend to the Board standards for the preparation and certification of personnel working in educational programs for students who are deaf or hard of hearing. Each member of the organization, may, if appropriate, recommend one additional representative on the CPPC who should be knowledgeable in professional education.
Section 1.2 The Committee is responsible for recommending agreements, partnerships or other accreditation collaborations with other national organizations and accrediting bodies.
Section 2. The Board of Directors may from time to time appoint other committees with functions and terms of office, as the Board may deem appropriate.
Section 3. Membership on committees shall be selected from members of the member
ARTICLE IX: DISSOLUTION OF THE COUNCIL:
Section 1: The Council on Education of the Deaf (CED) may be dissolved only with authorization by its Board of Directors given at the Annual Meeting or a special meeting called for that purpose and with subsequent approval by a three-quarters (75%) vote of the active Organizational Members.
Section 2. Upon dissolution or other termination of CED, all remaining assets of, after payment in full of all its debts, obligations, and necessary final expenses, including the costs of dissolution or after the making of adequate provision therefore, shall be distributed in equal shares to the active Organizational Members, providing those organizations meet the all of the following three (3) conditions as determined by the Board of the Council:
2.1 remain eligible organizations as per Section 3 of the CED bylaws,
2.2 are exempt organizations as described in Section 501(c) (3) of the Internal Revenue Code of 1986 and
2.3 those shares are used in a manner consistent with the exempt purposes of the Corporation.
Section 3. None of the assets will be distributed to any Officer or Director of the Corporation.
ARTICLE X: PARLIAMENTARY AUTHORITY
Except where otherwise specified in these By-Laws, Roberts Rules of Order Revised shall be the parliamentary authority.
ARTICLE XI: INDEMNIFICATION
The Board of Directors of the Council on Education of the Deaf, Inc., (CED) shall indemnify each Director and Officer of CED from and against any and all judgments, fines, penalties and claims (including settlements and expenses attendant upon each) imposed upon or asserted against him/her by reason of being or having been such Director or Officer other than when the determinations shall have been made judicially, in the manner hereafter provided, that he or she was guilty of gross negligence or willful misconduct. The indemnification shall be made only if the individual to be indemnified shall be advised by the Board of Directors, or in case that the persons involved shall then be a Director of the said CED, by independent counsel to be appointed by the Board of Directors, that in his/her opinion such Director of Officer was not guilty of gross negligence or willful misconduct in the performance of his/her duty, and in the event of a settlement, that such settlement to be made would be in the best interests of the said Council on Education of the Deaf. If the determination is to be made by the Board of Directors, it may rely, as to all questions of law, on the advice of independent counsel. Every reference herein to Director of Officer shall include former Directors and Officers of said Council on the Education of the Deaf.
The indemnifications shall apply to all matters whenever arising. The right of indemnification herein provided shall be in addition to any and all rights to which any Director or Officer might otherwise be entitled and the provision hereof shall neither impair nor adversely affect such rights.
ARTICLE X1: AMENDMENTS
These By-Laws may be amended by a vote of the Board of Directors, which action must be ratified by the affirmative vote of each member organization.
Revisions: July, 1988; December, 1995; July, 2002; July, 2004.
Approved by the CED Board: July, 2002.
Amended to reflect addition of CEC/DCDD and CAID name change, 2004.
Revised to reflect withdrawal of DCDD and CAID, July 2013.
Amended and Approved, July 2014