Bylaws

Table of Contents
Article I Purpose
Article II - Offices
Article III - Officers
Article IV - Directors
Article V - Membership and Dues
Article VI - Chapters
Article VII - Meeting
Article VIII - Official Publication
Article IX - General Provisions
Article X Advisors
Article XI - Dissolution

The National Autism Association

1330 W. Schatz Lane, Nixa, MO 65714
www.nationalautism.org
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NATIONAL AUTISM ASSOCIATION BYLAWS

ARTICLE I
PURPOSE
Section 1: The purposes of the National Autism Association are:
1.1

To raise public and professional awareness of autism spectrum disorders.

1.2

to raise public and professional awareness of environmental toxins as causal

factors in neurological damage that often results in an autism or related
diagnosis.

1.3

to further the advancement of preventative studies, therapy, and research for

individuals with autism.

1.4

to advocate on behalf of those who cannot fight for their own rights.

1.5

to encourage the formation of chapters.

1.6

to educate and empower those in the autism community to never give up in

their search to help their loved ones reach their full potential.

1.7

to work in partnership with other organizations dedicated to breaking down

the barriers currently standing against those with autism spectrum disorders.

1.8

to solicit and receive funds to accomplish the above purposes.

ARTICLE II
OFFICES
Section 1 Principal Office: The principal office of the National Autism Association shall
be located at 1330 W. Schatz Lane, Nixa, MO 65714 or such other location or locations as
the Board of Directors may specify from time to time by resolution.
Section 2 Other Offices: Other offices may at any time be established at any other place
or places specified by the Board of Directors.

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ARTICLE III
OFFICERS
Section 1 Eligibility: Only members of the Board of Directors are eligible to serve as
officers of the corporation.
Section 2 Officers: The officers of the Corporation shall be a President, Executive
Director, Vice-president, Secretary, and Treasurer, and shall serve in their respective
capacities both with regard to their function as such and as members of the Board of
Directors.
Section 3 Election and Term of Office: The officers of the Corporation shall be
appointed by the Board. Each officer shall hold office until his or her successor shall have
been duly elected and shall have qualified or until his or her death or until the officer shall
resign or shall have been removed in the manner provided in these Bylaws.
Section 4 Removal: Any officer or agent elected or appointed by the Directors may be
removed by the Directors whenever in their judgment the best interests of the
Corporation would be served thereby.
Section 5 Vacancies: A vacancy in any office because of death, resignation, removal,
disqualification or otherwise, may be filled by a majority of all the Board of Directors for
the unexpired portion of the term. The officer so selected shall hold office until his or her
successor is chosen and qualified.
Section 6 President and Executive Director: The Board of Directors shall appoint and
determine the compensation of the President and Executive Officers of the Association.
However, no officer or board member shall vote on their own compensation. The
President and Executive Officer shall be a non-voting member of the Board of Directors,
the Executive Committee and all other standing and special committees of the
Association. The President and Executive Officer shall have overall responsibility for the
activities of the Association and shall have the powers and duties customarily associated
with the office of President and Executive Officer and shall carry out his or her duties
consistent with policies established by the Board of Directors. He or she shall have
authority to hire, supervise, and dismiss employees and agents of the Association. The
President and Executive Officer shall have such other powers and responsibilities as may
be prescribed by these bylaws and as may be directed by the Board of Directors.
Section 7 Vice-President: Powers and Duties. Performs the duties of the President in
the absence or inability of the President to act and performs such other duties as may be
assigned to him/her by the President or Board of Directors.

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Section 8 Secretary: Powers and Duties. Maintains records of the proceedings of all
business meetings and affairs of the Association and the Board of Directors. The
Secretary of the Corporation shall act as Secretary of all the meetings, if the Secretary is
present. If the Secretary is not present, the Chairperson or President, whichever is
presiding at the meeting, shall appoint a Secretary of the meeting.
Section 9 Treasurer: Powers and Duties. Monitors the fiscal affairs of the Association
and provides reports and interpretation to the membership and the Board of Directors.
Section 10 Delegation of Duties: Whenever an officer is absent or whenever for any
reason the Board of Directors may deem it desirable, the Board may delegate the powers
and duties of an officer to any other officer or officers or to any Director or Directors.
Section 11 Compensation: The salary and other compensation of the officers and other
employees of the Corporation shall be fixed from time to time by resolution of or in the
manner determined by the Board.
Section 12 Execution of Corporate Instruments:
1. Any officer or officers designated by the Board shall have the authority to execute
specific corporate instruments or documents, or to sign the corporate name.
2. All checks and drafts on banks or other depositories of funds to the credit of the
Corporation shall be signed by any officer or officers designated by the Board.
ARTICLE IV
DIRECTORS
Section 1 General Powers: The property, affairs and business of the Corporation shall
be managed by the Board of Directors. The Directors shall in all cases act as a board, and,
except as otherwise expressly provided by law, the Articles of Incorporation or these
Bylaws, all of the powers of the Corporation shall vest in such Board, and the Directors
may adopt such rules and regulations for the conduct of their meetings as they may deem
proper.
Section 2 Number: The number of Directors of the Corporation shall be no greater
than twenty (20), but in no event fewer than five (5).
Section 3 Qualification:
1. Individuals who support the purpose statement as outlined in Article 1.
The National Autism Association
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2. Directors need not be residents of a particular state.

3. Directors must be members of the National Autism Association.
Section 4 Chairperson of the Board of Directors:
1. The Board of Directors by majority vote, may elect any one of its members as
Chairperson. The Chairperson shall serve a two-year term. Their board member
six-year tenure limit will stop while they are chairman and will pick back up at the
end of their Chairmanship.
2. Names for Chairmanship will be submitted two weeks prior to the vote. If more
than two names are nominated, the names will be whittled down to two by a vote
made by a Nomination Committee to be formed at that time by the Government
Relations, Research and Membership/Chapter Development Committee Members.
Once two nominees are determined, the entire board will vote.
3. The chairman will preside at all meetings of the Board of Directors and shall have
general supervision and direction of the business of the Corporation and its officers
and agents.
4. He or she shall perform such special duties as may from time to time be delegated
to him by the Board of Directors.
5. If the Chairperson is not present or there is none in office, the President shall
preside at meetings. If neither the Chairperson of the Board of Directors nor the
President is present, a Chairperson shall be elected by the meeting.
6. The Chairman will represent the beliefs and mission of NAA otherwise be subject
to removal by a majority vote of the Board.
Section 5 Appointments by the Board: The Board, by majority vote, may appoint
persons to serve in executive positions on behalf of the Corporation, and by such
resolution, the board shall define the duties and powers incident to such positions.
Section 6 Quorum: A quorum for a meeting of the Board shall be 50% of the Board.
Persons participating by telephone are counted as part of the quorum.
Section 7 Open Board Meetings: Board meetings shall be open to all members of the
National Autism Association. Only Directors shall vote at Board meetings.
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Section 8 Place of Meeting: Meetings of the Officers and Directors shall be held at the
principal office of the Corporation or at any other place throughout the United States that
the Board of Directors may from time to time select.
Section 9 Regular Meetings; Regular meetings of the Board of Directors shall be called
at the discretion of the President or by a majority of the Directors.
Section 10 Special Meetings: Special meetings of the Board of Directors may be called
by the President, and shall be called by the Secretary upon receipt of a written request for
same signed by a majority of Directors.
Section 11 Notice of Meetings: Notice of meetings of the Board of Directors shall be
given by the Secretary at least fourteen (14) days prior to the date of said meeting, unless
this provision be waived by a majority of the Board. Any notice of a meeting of the Board
of Directors shall state the purpose of that meeting.
Section 12 Resignation:
1. Voluntary resignations shall be submitted to the Secretary.
2. Any Director who ceases to be a member of the National Autism Association shall
be deemed to have resigned effective the date that membership ceased.
3. Any Director who has missed two (2) consecutive meetings of the Board may, at
the discretion of the Board, be deemed to have resigned effective at the end of the
second meeting so missed.
Section 13 Election of Directors:
1. Calls for nominations shall be made by the Secretary at least three months prior to a
membership meeting. Anyone nominated who wishes to run shall be placed on the
ballot, provided they are members of the National Autism Association.
2. Nominees must have served (with approval by Board vote) on an NAA committee
for a total of not less than 6 months before being nominated to serve on the Board
of Directors.
3. A Nominating Committee of not less than two members, shall be appointed by the
Board at least two months prior to a membership meeting. It shall be the duty of
this Committee to find eligible members willing to run for the Board.
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4. The Secretary shall mail a list containing the names of candidates submitted by the
Nominating Committee to all voting members one month prior to a membership
meeting. The list shall be accompanied by position statements submitted by the
candidates, of a length and format prescribed by the Nominating Committee. The
election shall be held at the membership meeting. Member groups may at their
option submit their ballot by mail, to arrive at least one week before the election.
5. In the case of a contested election, the Board shall appoint an election committee
consisting of not less than two members, not standing for election themselves. The
Election Committee shall count the ballots and shall declare Board members those
candidates receiving the most valid votes. The new Board members shall assume
office upon election.
6. To fill an interim vacancy on the Board until the next regular election, requires a
2/3 vote of all members of the Board. The Board may choose at its discretion not
to fill interim vacancies.
7. If no membership meeting can be held, the election shall be conducted by mail
ballot.
Section 14 Removal of Directors: The Board of Directors may remove any director
from membership on the Board of Directors for activity flagrantly contrary to the mission
of the National Autism Association, the best interests of the Corporation or the purposes
of the Corporation. A 3/4 majority of all directors shall be required to remove any
director from membership on the Board of Directors.
Section 15 Public Representation:
1. No member of the board may put forward the name of NAA in a Congressional
meeting or government official meeting- only the Executive Director, President or
Chair have that authority.
2. No member of the board may speak in a public forum putting forward that they are
from NAA unless this has been coordinated ahead of time and cleared through the
Executive Director, President or Chair.
3. No member of the board may send correspondence putting forward NAA (in
particular to a government official or publication) without the correspondence
being cleared by the Executive Director, President or Chair prior to submission.

The National Autism Association

1330 W. Schatz Lane, Nixa, MO 65714
www.nationalautism.org
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4. No member of the board may grant media interviews on behalf of NAA without
first receiving permission from the Executive Director, President or Chair.

Section 16 Terms:
1. Board members as of November, 2005 are grandfathered as lifetime members of
the board unless they submit their resignation or are removed by the board of
directors. Lifetime members may ask to go off the board for a designated period of
time for a break and then return at a later date.
2. Any board member coming on to the board after November 2005 will serve two,
three-year terms then rotate off for one year. After the one-year break, board
members can be re-nominated and voted onto the board to serve another set of
two, three-year terms and so on.
Section 17 Honorary Board: Honorary Board: Board members that leave the board
indefinitely and deserve this status will be nominated to the Honorary Board. Determined
by Board vote.
ARTICLE V
MEMBERSHIP
Section 1 Eligibility: The National Autism Association is not a member organization.
Members of this association are non-voting members. Advantages of becoming a paid
member of NAA include a membership packet, discounts at conferences and special
events, a quarterly e-newsletter, and specials in our online store for members only.
Membership in the Association is contingent on compliance with requirements as
specified in these bylaws.
Section 2: Membership is unrestricted by consideration of nationality, race, creed, lifestyle, color, sex, or age. Any eligible individual may be admitted for membership upon
receipt of their application and payment of the current annual dues.
Section 3 Levels of membership:
1. Individual Member - Annual Membership

The National Autism Association

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2. Family Member - Annual Membership

3. International Member Annual Membership
4. Free Membership

Section 4 Dues:
1. Annual membership dues in this Association are determined by the Board of
Directors by two-thirds (2/3) vote of a quorum and subject to ratification by the
membership.
2. Dues shall be paid according to established policy.
3. Delinquency: Any member whose dues are not received by the last working day (at
Headquarters) of the members renewal month is automatically terminated as a
member, and all privileges of the Association are withdrawn.
Section 5 Associates: Sympathetic individuals and groups, who support the purpose
statement in Article 1, may become Associates, who shall have no voting rights.
Section 6 Removal from Membership: The Board of Directors may remove an
individual member or organization from membership for activity flagrantly contrary to the
purpose statement in Article I of the National Autism Association, the best interests of the
Corporation or the purposes of the Corporation. A 3/4 majority of all directors shall be
required to remove any individual or group from membership. If terminated; a member
may be allowed to rejoin by the Board of Directors after demonstrating eligibility for
membership.
ARTICLE VI
CHAPTERS
Section 1 Chapter Formation: Individuals may apply as a local chapter by submitting an
application to the National Autism Association. If the individuals are not members of
NAA, the application must be accompanied by the full amount of dues for those who are
not already members. If the application is approved by the Chapter Director after meeting
all requirements, a charter will be issued in the name of the new chapter, which name
should reflect the geographical location of the chapter and that it is a chapter of the
National Autism Association. If only one chapter exists in a State, it may take the name of
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the State in its title until such time as a second chapter is formed within that state. At that
time, each chapters name should reflect the geographical location of the chapter.
*Each local chapter shall restrict its political activities in a manner consistent with the
limitations imposed on organizations incorporated with the primary purpose of promoting
educational, charitable or scientific activity as set forth in Section 501(c)3 of the Internal
Revenue Code or successor statute.
Section 2 Chapter Rights:
1. Each local chapter is a representative of the National Autism Association and shall
conduct themselves appropriately through public relations and correspondence.
2. No chapter, unless it is separately incorporated, may provide a direct service to
individuals with autism. If the members of a local unincorporated chapter are
interested in providing a direct service, such service must be separately
incorporated.
Section 3 Finances:
1. The National Autism Association encourages all chapters to raise funds to help with
the overall purpose/mission statement including gifts and contributions.
2. Each local chapter may use the logo of the Association in its communications,
correspondence and publicity as a chapter of the Association.
3. 10% of all monies raised through solicitation and fundraisers shall be submitted to
the National Autism Associations main office within 90 days of the end of the
previous fiscal year, unless other arrangements have been made with an Officer of
NAA.
ARTICLE VII
MEETING
Section 1 Annual Meeting: The date of the regular annual meeting shall be set by the
Board of Directors who shall also set the time and place.
ARTICLE VIII
OFFICIAL PUBLICATION
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Section 1 Publication: The official publication of the National Autism Association shall
be named NAA News & Views.
ARTICLE IX
GENERAL PROVISIONS
Section 1 Fiscal Year: The fiscal year of the Association will begin on the first day of
January each year and end on the thirty first day of December of the same year.
Section 2 Amendments:
1. Proposed Bylaw amendments must be submitted by petition signed by the
authorized representative of two organizational members of the National Autism
Association, or by a majority of the Board of Directors. The Board of Directors
shall schedule a vote on proposed amendments within three (3) months of receipt
of said petition or action by the Board of Directors.
2. Only voting members may vote on proposed amendments to the Bylaws. The
Bylaws shall be so amended only upon the affirmative vote of a majority of those
responding.
3. Voting on Bylaw amendments shall be conducted by fax, email, or conference call
for amendment purposes.
ARTICLE X
ADVISORS
Section 1 Advisors: Directors may at their discretion appoint Advisors. Advisors are
individuals who the Directors may consult for their expertise. Their name, title and
organization may be included on the letterhead of the Corporation. Advisors do not have
any powers with respect to the management of the Corporation. Advisors are referred to
collectively as the Advisory Board.
Section 2 Qualifications: Advisors are leaders in the autism community who are
supportive of individuals with autism spectrum disorders and the Corporation.
Section 3 Appointment and Term: The Advisors of the Corporation shall be appointed
by the Directors. Each Advisor shall serve until the Advisory Board is dissolved, until the
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Advisor shall resign or shall have been removed in the manner provided in these Bylaws,
or until his or her death.
Section 4 Dissolution: The Directors may decide at any time to dissolve the Advisory
Board. Advisors shall be notified in writing of the dissolution of the Advisory Board.
Section 5 Resignation: Voluntary resignations shall be submitted to one of the
Directors.
Section 6 Removal: Any Advisor may be removed by the Directors whenever in their
judgment the best interests of the Corporation would be served thereby. A Director shall
notify the individual in writing of his or her removal from the Advisory Board.
ARTICLE XII
DISSOLUTION
Section 1 Dissolution: In the event of the dissolution of this Association, no distribution
of assets is to be made to any Director, Officer, employee, or any person or individual. All
property owned, managed, or operated by the Association is irrevocably dedicated to
charitable purposes to achieve the purposes of the Association as defined in the Articles of
Incorporation and these bylaws. Upon the dissolution of this Association, such property
shall not inure to the benefit of any private person but shall go to a nonprofit fund,
foundation, or corporation whose purposes are specified in the Internal Revenue Code
and the laws of the District of Columbia and organized and operated to promote the
general welfare of individuals with autism.
Amended and approved by the board of directors on February 11, 2006.

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