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 education of students who are deaf and hard-of hearing by establishing individual and teacher preparation standards that promote best practices in education of students who are deaf or hard of hearing.
(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.
(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 students who are deaf and hard of hearing.
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)
- American Sign Language Teachers Association (2015) (ASLTA)
- The OPTION Schools (2016)
- National Consortium for ASL/English Bilingual Early Childhood Education (2017)
Section 3: Other 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 identity, autonomy, and organizational identity.
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. These representatives also shall constitute the standing Committee on Professional Preparation and certification. Member organizations are encouraged to select representatives with active interest in and knowledge of professional preparation.
- 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. The term of office begins on July 1.
- Each member organization shall determine the method by which it selects its representatives.
- The first chosen representatives of each member organization shall serve for one and two years respectively.
- No representative shall serve more than six years consecutively, excluding the term served as President of a member organization.
a. A representative who serves as Secretary or Treasurer may be exempted from the six year limitation if the Board requests their continuance in that position and their organization approves their continued service as a Board representative
Section 2: A quorum shall consist of no less than two-thirds of the member organizations represented by at least one member.
Section 3: Voting on all policy resolutions shall be on a unit basis one vote for each member organization and each member organization shall have the power of veto.
Section 4: The normal business of the CED Board will be conducted by a majority vote of the Board, except that 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 Article V, Section 2, below).
Section 1.1: The Officers of the Council will constitute an Executive Committee, which shall serve as an advisory panel to the Executive Director and be empowered to act on routine business of the Board if necessary in the period between Board meetings.
Section 2: Each member organization shall hold the Presidency for two years or until a successor is elected.
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 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 3.1.2: Should the Secretary or Treasurer discontinue as a designated representative of his/her organization, his/her 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 3.2: 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 3.3: 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 shall be elected at the next succeeding meeting of the Board from among the representatives of the appropriate member organization, to serve out the expired term.
Section 5: The terms of all officers shall commence on July 1 in the year in which they are elected.
ARTICLE VI: MEETINGS
Section 1: An Annual Meeting of the Board of Directors shall be held each year.
Section 2: 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 2.1: Board meetings other than the Annual Meeting may be conducted electronically.
Section 3: 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, including virtual Board meetings.
Section 4: Special meetings of the Board may be called by the President or upon the request of three 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 may 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 the reason of financial hardship. It is expected that any organizational member granted such a deferment or waiver will resume paying dues the following fiscal year in order to remain a voting member.
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 committee on Professional Preparation and Certification (CPPC) consisting of one CED board member 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 training and certification of personnel working in programs that serve persons 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 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 organizations.
ARTICLE IX: PARLIAMENTARY AUTHORITY
Except where otherwise specified in these By-Laws, Roberts Rules of Order Revised shall be the parliamentary authority.
ARTICLE X: 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.
REVISED:: February, 2017