BY-LAWS
OF
KEY COALITION, NC.

ARTICLE I
Membership and Dues

             Membership in this corporation shall be divided into several classes, as follows, as determined periodically by the Board of Directors:

             Individual Members at Large: An individual member-at-large shall be a person residing in the State of Alaska who shall have paid annual dues established by the board of directors on or before the date set for the annual meeting of the members and shall be entitled to vote on all matters coming before the membership.

            Organization Members: Organizational members shall be a private agency who shall have paid annual dues as established by the board of directors on or before the date set for the annual meeting of the members and shall be entitled to cast one vote on all matter before the membership

            Honorary Member: Honorary members shall be granted membership by the board of directors based on outstanding contributions on behalf of individuals who experience disabilities inn the state. Honorary Membership will be awarded at the annual meeting. Such members shall not pay dues, vote or hold office on the basis of such membership.

             Local Units: Local units shall be non-profit organizations with a membership of at least ten (10) serving a defined geographic area. Local units shall be identified by ARC of the United States, an organization on mental retardation, and shall have paid annual dues as established by the Board of Directors per member.

                                    Section 1: A member in “good standing” has no delinquency in dues or support and no charges, as defined in this Article, are outstanding against the member.

                                    Section 2: Membership lists shall not be published or made available outside the Association except where, in the opinion of the Board of Directors, the distribution of such lists in confidential status to a legitimate, responsible, public or private agency will be in the best interest of the members and will serve constructively the purposes of this Association.

                                    Section 3:  No member shall make representations to any public official or body or speak publicly in the name of the Association without prior approval from the President, the Executive Committee, or the Board of Directors.

ARTICLE II
Meeting of Members

            Annual Meeting. The annual meeting of the Association shall be held once a year at the discretion of the Board of Directors at a place in Alaska. The meeting date shall be in the first quarter of each calendar year on a date designated by the Board of Directors. The meeting shall be held for the purpose of electing directors and for the transaction of such other business as may come before the meeting. If the election of directors is not held on the day designated herein for any annual meeting, or at any adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as in convenient.

            Special Meetings: Special meetings of the members may be called by the Board of Directors, or not less than one-tenth (1/10) of the members, at a place to be designated by the Board of Directors or elsewhere, as the case may be.  If no designation is made, the place of meeting shall be the principal office of the corporation in the State of Alaska

            Notice of Meetings: Written notice of all the meetings of the Association must be given to the members at least fifteen (15) days in advance. In cases of a special meeting or when required by statute or by these By-Laws, the purpose or purposes for which the meeting is called shall be stated in the notice.

            Informal Action by Members.  Any action required by law to be taken at a meeting of the members, or any action that may be taken at a meeting of members, may be taken without a meeting if a consent in writing, setting forth the action so taken is signed by a majority to the subject matter thereof.

            Quorum.  All members in attendance at annual or special meetings shall constitute a quorum at such meeting.

            Proxies.  No member is entitled to vote by proxy.

ARTICLE III
Board of Directors

            General Powers. The affairs of the corporation shall be managed by its Board of Directors.  Directors shall be members of the corporation.

            Number, Term and Qualifications.  The number of directors shall be no less than five (5) or more than twenty-one (21), one of which is designated for a representative of the Governor’s Council on Disabilities and Special Education. Directors shall be elected to serve a term of three (3) years, commencing upon their election, or until their successors are named. Each director, at the time of election, shall be a member in good standing. The terms of the directors shall be fixed so that no more than one-third (1/3) of the members of the Board of Directors shall be elected at each annual meeting.

                                    Section 1. Powers.  Board of Directors shall have the power of the Association between meetings of the Association unless otherwise specific in the constitution or these by-laws.

            Meetings

                                    Section 1. Regular Meetings.  A regular meeting of the Board of Directors shall be held without any other notice than this By-Law immediately after, and at the same place, as the annual meeting of the members, and thereafter at least once during each calendar quarter of each year at the office of the corporation or at such other place as the directors may determine.

                                    Section 2. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the President or any three (3) directors and shall be held at the principal office of the corporation or at such other place as the directors may determine.

                                    Section 3. Notice.  Notice of any special meeting of the Board of Directors shall be given at least one (1) day previously thereto and shall be oral notice, by telephone or otherwise, delivered personally to each director or to such person as he/she may designate to receive such notice.

                                    Section 4.  Quorum.  A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board, except as may otherwise be provided; but if less than a majority of the directors are present at any meeting, a majority of those present may adjourn the meeting from time to time without notice.

                                    Section 5. Board Decisions. The act of a majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless a greater number is required by law or by these By-Laws.

                                    Section 6. Vacancies. Any vacancy occurring on the Board of Directors and any directorship to be filled by reason of an increase in the number of directors shall be filled by the Board of Directors. A director appointed to fill a vacancy shall serve the unexpired term of his/her predecessor in office. Each such appointment by the Board shall be subject to the approval or disapproval of the members at the next annual meeting. In the case of vacancies created by an increase in the number of directors, the Board of Directors may establish the initial terms of such directorships to be one, two or three years. Thereafter, such directors shall be elected for the term set forth in the Number, Term and Qualification section, above.

                                                The Board of Directors may declare a vacancy in a directorship held by a person who, without excuse, shall have failed to attend three (3) consecutive regular meetings of the Board of Directors.

            Compensation.  Directors shall not receive any state salary for their services and shall not receive any compensation, direct or indirect, for their services. This By-Lay cannot be amended except by amendment of the Articles of Incorporation.

ARTICLE IV
Officers

            Officers.  The officers of this Association shall consist of a President, Vice-President, Secretary and Treasurer who shall be elected to serve a term of three years, beginning immediately upon their  election or until their successors are elected.  Each officer shall, at the time of election, be a member in good standing.  No person shall be elected to the same office for more than two consecutive term.

                                    Section 1.  The President shall preside at all meetings of the Board of Directors and the Executive Committee.  The President will be the chief officer and shall have general supervision and direction of the affairs of this Association under the Board of Directors and Executive Committee.  He/she shall submit a progress report to the annual meeting of the Association.  The President will authenticate by signature, when necessary, all acts, orders and proceedings of the Association.

                                    Section 2.  The Vice-President shall preside in the absence of the President at all meetings of the Board of Directors and Executive Committee.  He/she will assist the President and the Executive Committee in performance of duties and activities of the Association.

                                    Section 3.  The Secretary shall keep an accurate record of the proceedings and business transacted at all meetings of the association.  He/she will submit copies of the minutes of the meetings to all members of the Board of Directors and shall be custodian of the records of the Association, other than financial.

                                    Section 4.  The Treasurer shall receive all revenues of the Association, shall be primarily responsible for collection of dues, shall issue receipts and keep an accurate and complete account of all funds received and disbursed.  He/she will deposit all funds in the name of the Association in the bank approved by the Board of Directors.  He/she will render a financial statement at meetings of the Board of Directors at upon request of the Board of Directors.  The Treasurer will prepare a complete financial report immediately after the close of the fiscal year showing all receipts and disbursements by budget categories, and shall make the books and records available for audit.  He/she shall be bonded in an amount to be determined by the Board of Directors.

ARTICLE V
Committee

            Types of Committees.  The Board of Directors shall recognize two types of committees:  Standing Committees and Ad Hoe Committee.

                                                Section 1.  Standing Committees.  Standing committees shall include the Executive Committee, Finance Committee, By-Laws Committee, Public Relations/Fundraising Committee, Inclusion Committee, Nominating Committee, Membership Committee and Key Campaign Committee.  Other Standing Committees may be created by the Board of Directors from time to time as is deemed necessary.  Standing Committees are charged with carrying on the everyday business of the Coalition in major, ongoing areas of development to effectively actualize the mission of the corporation.

Executive Committee.
The Executive Committee shall be chaired by the President of the Board of Directors.  It shall include all Board officers and the past President with other members elected, as necessary, by a majority vote of the Board of Directors.  The Committee shall have and exercise the authority of the Board of Directors and the management of the Coalition, except that such committee shall not have the authority of the Board in reference to the following: amending, altering or appealing the by-laws; electing, appointing or removing any member of such committee or any Director or Officer of the Coalition; amending or restarting the Articles of Incorporation; adopting a plan  or merger or consolidation with another corporation; authorizing the sale, lease, exchange or mortgage of all, or substantially all, property and assets of the Coalition; authorizing the voluntary dissolution of the Coalition or revoking proceedings therefore; adopting a plan for the distribution of the assets of the Coalition; or amending, altering or appealing any resolution of the Board of Directors.  The designation and appointment of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors or any individual director of any responsibility imposed upon it or him/her by law.

Finance Committee. 
The Finance Committee shall prepare a budget for review and approval by the Board of Directors for the forthcoming fiscal year and assist the Board in adjusting the budget from time to time coincide with Coalition needs.  The Finance Committee shall also be responsible for recommending fiscal policy and procedure, hiring and firing corporate auditors, overseeing and presenting the agency audit for and to the Board of Directors, and proposing strategic fiscal plans.  The committee shall serve as advisor to the Treasurer, receive all financial statements and present fiscal corporate matters, reports and review to the Board of Directors.

Nominating Committee
The Nominating Committee shall be responsible for preparing and presenting a slate of candidates for election of officers and directors and shall secure the consent of its nominees to serve if elected.  It shall recommend candidates for Board of Directors as vacancies arise.  The Committee shall also be responsible for receiving resumes of candidates, interviewing interested candidates and orienting new Board members to the Coalition.  Officers and directors shall be elected at the appropriate annual meeting and shall assume office immediately upon completion of the election of all officers and directors at such meeting.  Nominations shall also be permissible from the floor.  All nominees, whether forwarded to the Board by the committee or from the floor, must be members in good standing who have given consent for their nomination.

Membership Committee.
The Membership Committee shall be responsible for informing new and potential members about the Coalition and for receiving applications for membership.  It shall maintain a current membership list, including address and telephone number.  The Membership Committee shall also review plans and strategies for the recruitment and retention of new members and periodically review and recommend to the Board of Directors revisions to dues structure and/or membership categories.

Inclusion Committee
The Inclusion Committee shall be charged with the responsibility to serve as an internal clearinghouse of all educational and progressive materials, books, videos, ideas and concepts on full inclusion in the community.  The Committee shall serve as liaison to all networks and advocacy groups through the state and maintain national affiliation.  The Committee shall also function as a program review body for the Coalition in quality control and assurance for all facets of agency operations.

Key Campaign Committee
The Key Campaign Committee shall be responsible for all formation, implementation and follow-up of an annual advocacy program in Juneau and other strategic parts of the state.  The Committee will conceive and operate all events, schedule all speakers and make all arrangements for a successful annual campaign.

By-Laws Committee
The By-Law Committee shall be responsible for annual review of the By-Laws of the Corporation.  They shall also be responsible for reviewing any and all recommendations for by-laws revision and presenting committee consensus of the Board of Directors concerning such revisions.  The Committee shall be certain that all procedures for proposed by-laws change are adhered to and followed before any action may occur by the Board of Directors.

Public Relations and Fundraising Committee
The Public Relations and Fundraising Committee shall be responsible for the review and recommendation of all Coalition fundraisers and shall assist in the development and implementation of such related plan and projects.  The Committee shall also review all referred Coalition documents and proposed publications for people first language, and for an image that portrays dignity, capability and value.  The Committee shall assist in the preparation and execution of all media materials, presentations, PSA videos and related projects that concern Coalition image, media, relations and press releases.  The Committee shall be responsible for arranging press coverage as requested by and through the Board of Directors.

                                    Section 2.  Ad Hoc Committees. Ad Hoc Committees may be formed by the Board at any time.  Ad Hoc Committees are time limited in nature and topic or issue specific.

            Appointment: Chairs.  The President shall, with advice from the Board of Directors, appoint all committee chairs.  They shall serve in such capacity coincidental with the term of the President.  Committee chairs may be removed for cause by a two-thirds (2/3) vote of the Board of Directors.

            Appointment:  Committees.  All committee members shall be appointed by the respective chair of that Committee in consultation with the Board of Directors President.  Committee members shall be members of the Key Coalition or may be appointed without membership based on expertise and the need for technical experience.  Committee member terms shall also coincide with that of the President, and they may be removed from the committee for cause, by a two thirds (2/3) vote of the Board of Directors.

            Authority of Committees.  It shall be the function of all committees to investigate, report and make recommendations to the Board of Directors.  No committee shall represent the Coalition in advocacy or oppose any project, policy or procedure without empowerment by the Board of Directors as may be delegated to that committee by the Board.  Such delegation shall consist of majority, affirmative vote of the Board of Directors that is time limited and issue specific.

            Reporting.  Each committee, as appropriate, shall report to the Board of Directors at each established meeting of the Board.  At that time all reports, recommendations and motions will be brought before the Board of Directors for consideration and/or action.

ARTICLE VI
Fiscal

            Fiscal Year.  The fiscal year shall be established from July 1 to June 30.

            Authority for Expenditure.  All expenditures shall be approved by the Board of Directors. In the event that an annual budget or special allocation is adopted and/or approved by the Board of Directors this shall be construed as authorizing expenditures as indicated herein. All check writing and signing authority shall be established in policy and procedure as recommended through and by the Financial Committee and approved by a majority vote of the Board of Directors.

ARTICLE VII
Executive Director

                                    Section 1. The Board of Directors shall, as finances permit, employ an executive director, establish duties, and fix his/her salary. The Executive Director shall serve under the direction of the Board of Directors. He/she shall function at all times within the policies established by the Association and the Board of Directors.

                                    Section 2. The Executive Director shall be the administrative head of the Association, serving at all times under the Board of Directors through the President. The Executive Director shall be responsible for carrying out policies of the Association and in consultation with officers, directors and committee members, develop the overall state priorities based upon long and short term goals. He/she shall have the power, subject to the rules and regulations of the Board of Directors, to employ, terminate and fix the duties and salaries of the other employees of the Association.

ARTICLE VIII
Employees

            Employees. The corporation shall have such agents and employees as shall be determined from time to time by the Board of Directors.

ARTICLE IX
Advisory Committee

                                    Section 1. The Board of Directors may establish an Advisory Committee to consist of representatives of various self-advocacy groups and parent support groups, community leaders, professionals and friends of people who experience disabilities for the purpose of furthering the objectives of the Association. This advisory committee will consist of no more than twelve (12) members and shall have no administrative authority, but shall make recommendations to the Board of Directors for consideration.

ARTICLE X
Relations with Local Member Units

                                    Section 1. This Association shall represent the local member units through active advocacy and legislative efforts on behalf of people who experience disabilities. The organization will provide information on pending legislation and policies effecting local member units and the persons they serve.
Section 2. This Association shall encourage, assist and guide local member units in developing advocacy strategies for their local unit and the people they serve. This Association shall also support and encourage local units to meet the criteria of the national organization, ARC of the United States.

ARTICLE XI
Books and Records

            The corporation shall keep correct and complete books of its members, Board of Directors, committee having and exercising any of the authority of the Board of Directors, and shall keep at the principal office a record giving the names and addresses of the members entitled to vote. All books and records of the corporation may be inspected by any member, or his/her agent or attorney, for any proper purpose at any reasonable time.

ARTICLE XII
Non- Discrimination

            The members, officers, directors, committee members, employees and persons served by this corporation shall be selected entirely on a non-discriminatory basis with respect to age, sex, race, religion and national origin.

ARTICLE XIII
Amendments

                                    Section 1. The By-Laws may be amended by two-thirds (2/3) vote of the Board of Directors. The proposed amendment shall have been presented in writing to each director at least thirty (30) days prior to the next meeting called for the purpose and shall be voted upon at that meeting.

                                    Section 2. Amendments may be proposed in writing to the Board of Directors by an officer or a local member unit.

These are current By-Laws approved by two-thirds (2/3) vote of the membership delegates at a meeting of the Association held on ______________________, 1997.

Signed              ______________________________
President

Signed              ______________________________
Secretary