Clear2Connect Coalition Bylaws

ARTICLE I:  NAME AND LOCATION

The name of the coalition is Clear2Connect, hereinafter referred to as the Coalition.  The Coalition shall be an unincorporated association of member organizations.   Its principal office will be located at the offices of any Executive Staff Person to run its day-to-day operations. The Officer will act at the direction from the Coalition members.

ARTICLE II:  PURPOSE

The Coalition is dedicated to preserving the right for Americans with hearing loss to access the technology they need to communicate using a phone—as is their right under the Americans with Disabilities Act (ADA). Key to achieving this mission is ensuring access to Internet Protocol Captioned Telephone Service (IP CTS), also known as captioned telephone service.

ARTICLE III:  MEMBERSHIP

Section 1:  Categories of Membership

The membership of the Coalition shall be open to any legal entity interested in supporting the mission of the Coalition.   Organizations shall be invited to join the Coalition membership under such procedures as the Coalition shall determine.    All members will be asked to make an annual optional voluntary contribution to the Coalition in such amount as the member can afford.   In general, members receive information about the work of the Coalition but are not given the right to vote except as may be specified below. 

Section 2:  Termination of Membership

Members of the Coalition may be subject to removal from membership by a majority vote of the other members or the Steering Committee.  

ARTICLE IV:  MEETINGS OF MEMBERS

Section 1:  Annual Meetings

The Coalition will hold at least one annual telephonic meeting or provide information in another accessible format as needed to apprise members of the business of the Coalition and for the election of a Steering Committee. 

Section 2:  Other Meetings 

Special meetings of members may be called by the Coalition or by the Steering Committee as needed.    In between meetings, Coalition members will be informed of the Coalition’s activities via e-mail messages. 

Section 3:  Quorum

At any Coalition meeting where members are asked to vote, a quorum shall consist of a majority of the members present and or participating in the meetings, and the affirmative vote of a majority of a quorum shall decide the issue under consideration.  

Section 4.   Electronic Written Ballot Voting

Any action which may be taken at any annual or special meeting of the members (including the election of a Steering Committee) may be taken without a meeting if the Coalition delivers a written ballot to every member entitled to vote on the matter.   Voting by written ballot shall be as follows:

  1. The ballot shall set forth each proposed action and shall provide an opportunity to vote either for or against each proposed action.
  2. The number of ballots received by the Coalition must equal or exceed the quorum that would have been required had there been a meeting.
  3. A majority of the affirmative votes cast by ballot shall constitute the action of the members with respect to each matter on the ballot.
  4. All solicitations for votes by written ballot shall specify the time by which a ballot must be received by the Coalition in order to be counted.

ARTICLE V:  STEERING COMMITTEE

Section 1.  Name

The Coalition may form a governing body at such time as it is deemed desirable.   The name of the governing body of the Coalition shall be the Steering Committee (hereinafter also called the “Board”).

Section 2.  Powers and Duties

  1. Once formed, the Board shall have supervision, control and direction of the affairs of the Coalition; shall determine Coalition policies; and shall be accountable for Coalition assets. 
  2. The Board may adopt rules and regulations for the conduct of its business.

Section 3.  Makeup

The Board shall consist of up to five persons elected by a majority vote of the members.   Once elected, the Board members may elect one Board member to serve as the Chairperson.   

Section 4.  Number and Terms of Office

The terms of office of Board members shall be one year but may be renewed for unlimited successive terms.    

Section 5.  Removal    

Any Board member removed from office by a majority vote of the Board members with or without cause.     

Section 6.  Meetings

The Board will hold its meetings via telephone and many also seek consensus of Board members via e-mail in between meetings.   At each meeting of the Board, a majority of Board members in office shall constitute a quorum for the transaction of business.

ARTICLE VI:  TASK GROUPS

The Steering Committees may at its option create task groups to assist in the work of the Coalition.  Each group shall have a clearly articulated charge, established levels of authority and lines of accountability. 

ARTICLE VII:  EXECUTIVE STAFF PERSON

The Board shall have access to an Executive Staff Person who shall be charged with carrying out the will of the members of the Coalition, subject to the policies and budget established by the Board.   The Executive Staff Person is accountable to the Board, shall provide regular reports to the Board and keep the Board informed of issues that need the Board’s attention.

ARTICLE VIII:  FINANCIAL MATTERS

Section 1.  Budget

The Board shall adopt an annual operating budget and oversee the implementation of the budget. 

Section 2.  Depositories, Contracts, and Signatories 

The funds of the Coalition shall be deposited into the bank account of the company associated with the Coalition’s Executive Staff Person.  Such staff person also may sign contracts on behalf of the Coalition, but subject to oversight by the Board. 

ARTICLE IX:  BOOKS AND RECORDS

Correct and complete records of the activities and transactions of the Coalition shall be kept at the office of the Coalition.  All such documents shall be available for inspection by any Steering Committee member during normal business hours.

ARTICLE X:  DISSOLUTION

The Coalition shall use its funds only to accomplish the purposes and objectives specified in these Bylaws. The Coalition may dissolve upon a majority vote of its Steering Committee or its members.   On dissolution of the Coalition, any funds or other assets remaining shall be distributed to the members in the approximate proportion to any dues they have paid, or alternatively, may be transferred to another coalition or organization with a similar mission.

ARTICLE XI:  AMENDMENTS

These Bylaws may be amended by the affirmative vote of a majority of the Steering Committee members.