07/07/2026
This is Vincent Dailey , Deaf Seniors of Hill Country (DSHC) President.
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BY-LAWS
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ARTICLE I: Name, Purpose, Mission
Section 1. Name
The name of the organization shall be Deaf Seniors of Hill Country (the organization) hereafter to as DSHC.
Section 2. Purpose
The Organization is organized exclusively for charitable, educational, and community building purposes under Section 501(c)(3) of the Internal Revenue Code.
Section 3. Mission
The mission of the DSHC is to maximize independence, promote dignity, and enhance the well-being of older deaf adults.
Our mission is to provide social, educational, and recreational opportunities for Deaf seniors. The term Deaf includes Senior Citizens who are deaf, late-deafened, hard of hearing and deafblind.
ARTICLE II – Nonprofit Status
The principal office of the organization shall be the organization’s president’s residence located in either Hays, Travis, Williamson, Bastrop, Bexar, or Williamson hereafter to as the Hill Country.
No part of the net earnings of the Organization shall inure to the benefit of, or distributable to its members, officers, or other private persons, except that the Organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purpose set forth in these articles.
No substantial part of the activities of the Organization shall consist of carrying on propaganda or otherwise attempting to influence legislation. The Organization shall not participate in or intervene in (including the publishing or distribution of statements), any political campaign on behalf of or in opposition to any candidate for public office.
ARTICLE III: EXECUTIVE BOARD AND THEIR DUTIES
Section 1: Authority and Responsibilities
The Executive Board (EB) shall manage the day-to-day operations of the Organization and lead programmatic, outreach and fundraising efforts. While the EB has operational authority, it remains accountable to the General Membership for all major decisions affecting governance, finance, and mission alignment.
Section 2: Eligibility
All EB must:
• Be at least 50 years old
• Identify as Deaf, Deafblind, Late-deafened, or Hard of Hearing
• Must be a fluent user of American Sign Language (ASL), either as primary or secondary language , to ensure accessible and culturally aligned communication within the Organization and the Deaf Community.
• Maintain a primary residence within the Hill Country area as defined in Article II.
• Demonstrate a commitment to the mission and goals of the Organization and the Deaf Community.
Section 3: Composition and Roles
The EB shall consist of the following elected officers:
• President
(a) The President shall preside at all business meeting and special meetings of this organization, and the President shall oversee the meetings.
(b) The President is responsible to represent the community.
(c) The President cannot vote, except to break a tie vote.
(d) Be point of contact regarding any contracts with funding organizations and work with the Treasurer to ensure compliance with the organization’s non-profit status, regulations, and funder’s requirements.
(e) Appoint standing and ad hoc committees when needed with approval of the membership.
(f) Appoint two (2) auditors to audit the Treasurer’s bookkeeping prior to the regular monthly meeting.
• Vice-President
(a) The Vice-President shall perform in the absence of the President or in the case of President vacancy at any meeting, until the next scheduled election.
(b) The Vice-President shall be chairman of By-Laws Committee.
• Secretary
The Secretary shall record the minutes and votes of all business and special meetings.
(a) The Secretary oversees the correspondence of this organization.
(b) The Secretary keeps the minutes on file.
(c) The Secretary shall have the By-Laws and Policy at every meeting.
• Treasurer
The duty of Treasurer is defined in Article IX.
ARTICLE IV: ELECTION OF OFFICERS
Section 1: ELECTION
(a) The election of the officers shall be held every year at the November meeting.
(b) Any person living with any officer in the same residence shall be ineligible.
(c) Any successor who replaces an elected officer shall serve only the remaining term.
(d) Any officer may resign with written notice.
ARTICLE V: GENERAL MEMBERSHIP
Section 1: ACTIVE MEMBERS
(a) Active Membership is open to any Deaf person 50 years and older residing in Texas.
(b) Active Members are eligible to vote and hold any office position.
(c) Active Members shall pay annual dues.
Section 2: ASSOCIATE MEMBERS
(a) Associate Members are open to “hearing” people 50 years and older.
(b) Associate Members may not vote or hold any office position.
(c) Associate Members shall pay annual dues.
Section 3: IMPROPER CONDUCT
(a) Any officer or member who makes negative comments about the organization or community and/or make any kind of discriminating remarks shall be given the first warning.
[b) Upon the second improper conduct, they shall report to the Grievance Committee appointed by President.
(c) General Membership may remove any officer or member by majority vote.
ARTICLE VI: MEETINGS AND QUORUMS
Section 1: MEETINGS
The organization shall meet at least 10 months out of a year at a location to be scheduled by the President.
Section 2: EMERGENCY MEETING
(a)The President and/or the Vice-President shall be empowered to call for any special meeting as circumstances (hazards/emergencies) may require.
(b) A member may request a special meeting subject to the EB’s approval.
Section 3: QUORUM
(a) At least ten (10) Active Members present shall constitute a quorum for the transaction of business.
(b) All issues to be voted on shall be decided by a simple majority (51%) of those voting members present at any meeting in which the vote takes place.
(c) ABSENCES
In case both the President and Vice-President are absent, Secretary (if not, then the Treasurer) shall announce to the membership of meeting being cancelled.
ARTICLE VII: CONFLICT OF INTEREST
Section 1: Purpose
The purpose of this conflict-of-interest policy is to protect the interests of the Organization when it is contemplating entering in a transaction or arrangement that might benefit the private interest of an Executive Board member, Member, or a key volunteer.
Section 2: Definition of Conflict
A conflict of interest exists when a person in a position of authority over the Organization may benefit personally – directly or indirectly – from a decision they could influence. Conflicts may include, but are not limited to:
• Financial interest in contracts, service , or vendor
• Employment or volunteer relationships with organizations doing business with the Organization
• Use of Organization resources for personal benefit
Section 3: Duty to Disclose
Any person with potential conflict of interest must:
• Disclose the existence of the conflict promptly to the Executive Board
• Provide all material facts relating to the conflict
Section 4: Recusal and Voting
After disclosure:
• The Executive Board shall determine if a conflict exists
• The person with the conflict shall recuse themselves from discussion and voting on the matter
• The minutes shall reflect the disclosures and recusal
Section 5: Violations
If a person fails to disclose a known conflict:
• The Executive Board may take to General Members for their voting on disciplinary action, including removal from position as defined in Article V, Section 3(c)
• Willful nondisclosures may be reported to appropriate legal or governmental entities if required by law
Section 6: Annual Statement
All Executive Board members shall sign a Conflict-of-Interest Disclosure Statement annually, affirming that they:
• Have received and read the policy
• Understand their obligations
• Agree to comply with the policy
Section 7: Compliance with Internal Revenue Service and State of Texas Guidelines
This Conflict-of-Interest policy is intended to comply with applicable provisions of the Internal Revenue Code and Texas Business Organizations Code. The Organization shall regularly review and update this policy to maintain compliance with legal standards and best practices in nonprofit governance.
ARTICLE VIII: FINANCIAL OVERSIGHT
Section 1: Financial Stewardship
The Organization shall maintain accurate and complete financial records in accordance with accepted accounting principles (GAAP) to safeguard assets and ensure funds are used to further its charitable mission. All expenditures must algin with the Organization’s approved budget, mission, and fiduciary responsibilities.
Section 2: Budget Planning and Approval
• Treasurer, in collaboration with the Executive Board, shall develop a proposed annual budget.
• The budget must be reviewed and approved by the General Members before the start of each fiscal year as outlined in Article __
• Any significant changes to the budget (i.e., exceeding a line item by more than 15%) must be brought to the General Members.
Section 3: Banking and Internal Controls
• All funds shall be held in accounts under “Deaf Seniors of Hill Country.”
• President and Treasurer shall have full access to all financial accounts.
• General Members shall have view-only access to all financial accounts.
• Dual authorization by President and Treasurer shall be required for any expenditure exceeding five-hundred United States Dollars ($500) unless pre-approved by in the annual budget.
• Reimbursements must be supported by receipts and pre-approved documentation, when applicable.
Section 4: Routine Financial Activity
The Treasurer shall:
• Maintain records of all income and expenses
• Present monthly financial summaries to the Executive Board and General Members at the General Meetings.
The Executive Board shall review all financial activity regularly, including outstanding obligations and grant spending compliances.
Section 5: Grants and Donations
• The Executive Board shall review and take all grant applications to the General Members for their approval.
• All restricted donations and grants shall be tracked separately and used strictly for their intended purposes.
• Donor intent shall always be honored.
Section 6: Audits and Financial Reviews
• The Executive Board may request an internal or third-party review at any time.
• If the Organization’s annual revenue exceeds thresholds set by State of Texas or Federal law or funding agencies, an external audit or financial review shall be conducted.
Section 7: Cash Handling and Digital Payments
The Organization shall avoid accepting or disbursing cash whenever possible. If cash is accepted (e.g., at events) it must be counted and documented by at least two (2) individuals and deposited into the Organization’s account within five (5) business days.
Digital payment platforms such as PayPal, Venmo, Zelle, Cash App, Apple Wallet, and Google Wallet may be used only if:
• The account is held in the Organization’s name.
• Transactions are properly recorded and categorized.
• The Treasurer performs monthly reconciliations.
Personal accounts must not be used for Organization transactions unless expressly approved in writing by the Executive Board for one-time emergencies, with full documentation and reimbursement process followed.
Section 8: Reimbursements
Individuals who make approved purchases or incur expenses on behalf of the Organization shall be eligible for reimbursements if:
• The expenses are pre-approved by the Executive Board.
• A valid receipt or proof of payment is submitted within thirty (30) days of the expenses.
Reimbursements over two-hundred fifty United States Dollars ($250) must receive the Executive Board’s approval unless already included in the annual budget.
Reimbursements shall be processed withing fourteen (14) business days after approval.
No individual shall be reimbursed for expenses that result in personal benefit beyond the scope of the Organization’s mission.
ARTICLE IX: AMENDMENT TO THE BYLAWS
Section 1: Authority to Amend:
The Executive Board (EB) and/or Members shall have authority to propose and adopt amendments to these bylaws for the purpose of maintaining operational clarity, correcting technical errors, updating terminology, and ensuring the effective administration of the Organization.
Section 2: Amendments Requiring Members’ Approval
Any amendment that materially impacts:
• The name, mission, or purpose of the Organization
• The governance structure or authority of the Executive Board
• Voting rights, membership qualifications, or Organization Oversight
• Financial powers, fiduciary responsibilities, or dissolution procedures
…must be presented to the Members for review. Such amendments shall not take effect without majority approval from the Members.
Section 3: Notification
All bylaws’ amendments, regardless of scope, must be submitted in writing to the Executive Board within seven (7) days of Member adoption.
Section 4: Veto Procedure
The Executive Board (EB) reserves the right to veto any major bylaw amendment within thirty (30) days of notification. A veto requires a vote of three-fifth (3/5) or more of the full EB.
The same amendment – or any similar version – may not be reintroduced for a period of six (6) months from the date of veto.
This cooling-off period is intended to encourage thoughtful reflection, constructive dialogue, and deeper consideration of the proposed change.
ARTICLE X: DISSOLUTION
In the event of the dissolution of the Organization, the Executive Board shall, after paying or making provisions for the payment of all liabilities, dispose of all remaining assets exclusively for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code.
Remaining assets shall be distributed to one or more tax-exempt non-profit organizations that are Deaf-led or Deaf-centered, and whose work aligns with the Organization’s mission to support Deaf Community development, empowerment, education, and cultural visibility.
No part of the assets shall be distributed to any Executive Board member, general member, volunteer, or other private person, except that the Organization shall be authorized and empowered to pay reasonable compensation for the services rendered and to make payments and distributions in furtherance to its purposes
ARTICLE XI – FISCAL YEAR
The fiscal year of the Organization shall begin on January 1 and end on December 31 of each year, unless otherwise determined by the Members.
ARTICLE XII: NON-DISCRIMINATION STATEMENT
Deaf Seniors of Hill Country will not unlawfully discriminate against any person on any basis prohibited by federal, state, local or other applicable law, including without limitation race, color, ethnicity, national origin, religion or religious practice, gender, gender identity or gender expression, or sexual orientation, age, disability, and marital status.
CERTIFICATION
These bylaws were approved at a meeting of the active members by a two-third majority vote signed on >.
President _______________________________________________
Vice-President ___________________________________________
Secretary _____________________________________________________
Treasurer _____________________________________________________
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