Article I – Location

The headquarters of this Association shall be The Arc of Mississippi, Jackson, Mississippi until such time the Board chooses a different location.

Article II – Purposes

Section 1

The primary Purpose of the Association is to advance support for providers of IDD services throughout the state of Mississippi through advocacy, collaboration, and education. The mission is:

“To unite the providers and partners of IDD services throughout the state of Mississippi to improve the lives of citizens with Intellectual and Developmental Disabilities through leadership, education, advocacy, and community focus.”

The Purpose includes:

• Promote open communication regarding issues crucial to the success of services and supports for people with Intellectual/Developmental Disabilities.
• Encourage professional growth by offering training opportunities.
• Support members through consultation and networking.
• Work with legislators and state agencies to advocate for policies, caregiver rates, and serve as a resource to carry out the Association's mission.

Section 2

The Association may buy, sell, lease, mortgage, or otherwise deal with real property and engage personnel for furtherance of its purpose.

Article III – Membership

Section 1

Membership is open to organizations/provider agencies interested in promoting the Association's mission. Voting privileges and positions are not available to Associate Members. Each organization/provider is allowed one vote per issue.

Section 2 – Full Membership

Full membership is available to organization/provider agencies promoting the Association's mission. Membership year: July 1 – June 30.

• Must provide direct services in Mississippi.
• Must be certified by the Mississippi Department of Mental Health or the Mississippi Department of Health.

Section 3 – Associate Membership

Available to those supporting the Association's purpose but not certified providers in Mississippi. Dues must be paid within 60 days of the fiscal year start.

• Organizations promoting benefits/services for persons with Intellectual/Developmental Disabilities but not certified providers.
• Voting rights are not available to Associate Members.

Section 4 – Annual Membership Meeting

Ordered by the Executive Committee with written notice at least one month in advance.

Section 5 – Quorum

A simple majority of members present at the annual meeting constitutes a quorum.

Section 6 – Special Meetings

May be called by the President or any Board Member with a majority approval of the Executive Committee. Written notice required at least five days in advance.

Section 7 – Membership Applications

All membership applications are subject to Board approval.

Article IV – Board of Directors and Officers

Section 1

The Board of Directors formulates policies, manages affairs, and takes necessary actions to carry out the Association's purpose. The first Board members serve for two years. The Board consists of nine members serving staggered three-year terms. New officers will be presented in 2025.

Section 2

If a Board member cannot continue, the President works with the Board to select a replacement, subject to membership approval.

Section 3

Board members serve three-year terms, with a maximum of two consecutive terms (six years). Exceptions apply for original Board members if needed.

Section 4 – Officer Elections

The Board elects the President, Vice President, and Treasurer for one-year terms. The Secretary is the Executive Director or Administrative Coordinator.

Section 5 – Executive Committee

Consists of the President, Vice President, and Treasurer, with the Executive Director or Administrative Coordinator serving as ex officio.

Section 6 – Meetings

Board meetings occur quarterly or as needed. The location is determined by the Board.

Section 7 – Volunteer Board

Board members are volunteers and are not compensated for meetings or reimbursed for expenses.

Section 8

Board members must be employed by an organization/provider that is a current member of the Association.

Section 9 – Attendance

Board members missing more than three consecutive meetings or four total in a year may be removed by a two-thirds vote of the Board. Replacements are appointed to serve the remaining term.

Section 10

The number of Board members may be changed by a two-thirds vote, without shortening existing terms.

Section 11 – Quorum

Fifty percent plus one of the Board constitutes a quorum.

Section 12 – President

The President presides over all Board and Executive Committee meetings and appoints committees with Board approval.

Section 13 – Vice President

The Vice President assumes the President's duties in their absence.

Section 14 – Secretary

The Secretary records and distributes meeting minutes.

Section 15 – Treasurer

Manages financial duties under The Arc of Mississippi’s policies. Membership dues are waived for The Arc until MAIDDP becomes a stand-alone organization.

Section 16

The Board may hire personnel or organizations for administrative functions under specified contract terms.

Section 17 – Executive Session

Participation in executive sessions is by Board invitation. If an Executive Committee member resigns, the Board appoints a replacement from its current members.

Article V – Committees

Section 1

Committees are created by the President as needed.

Section 2

Ad hoc committees are established by a majority Board vote.

Article VI – Amendments

Section 1

Bylaws may be amended by a two-thirds Board vote, with written notice provided 30 days in advance.

Article VII – Dissolution

Section 1

Upon dissolution, all assets will be distributed to nonprofit membership organizations as determined by the Board, in accordance with Mississippi and Federal laws.