Mississippi Association of IDD Providers
Bylaws
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
Mississippi Association of IDD Providers’ mission is “To unite the providers and partners of
IDD services throughout the state of Mississippi in order to improve the lives of citizens with
Intellectual and Developmental Disabilities through leadership, education, advocacy and
community focus.”
The Purpose includes:
1. Promote open communication regarding issues that are crucial to the success of the
services and supports offered to people diagnosed with Intellectual/Developmental
Disabilities.
2. Encourage professional growth by offering training opportunities.
3. Support members through consultation and networking.
4. Working with Legislators and state agencies to advocate for legislative and regulatory
policies, caregiver rates, and serve as a resource needed to carry out the mission of
the Association.
Section 2
The Association may buy, sell, lease, mortgage or otherwise deal with real property and to
engage, hire personnel, and related functions all for the furtherance of the above purpose and
administration of them.
Article III – Membership
Section 1
Membership is open to organizations/provider agencies interested in promotion of the mission of
the association. Voting privileges and positions will not be available to Associate Members (As
described below). Each organization/provider is allowed one vote per issue.
Section 2
Full membership is available to organization/provider agencies interested in the promotion and
purpose of the association. The membership year is July 1 – June 30.
Full Membership:
1. Must provide direct services in the state of Mississippi.
2. Must be certified by the Mississippi Department of Mental Health or the Mississippi
Department of Health.
Section 3
Associate membership is available to those supporting the purpose of the association but is not a
certified provider in the state of Mississippi. Membership is contingent upon dues being paid no
later than 60 days of the first day of the fiscal year.
Associate Membership:
1. An organization actively promoting benefits and services for persons with
intellectual/developmental disabilities but not a certified service provider.
2. Voting rights are not available to Associate members.
Section 4
The Annual Membership Meeting will ordered by the Executive Committee. Members will be
notified in writing no less than one month in advance of the meeting.
Section 5
A simple majority of the members present at the annual meeting of the Association shall
constitute a quorum.
Section 6
Special meetings may be called by the President or any Board Member, upon approval of a
simple majority of the Executive Committee. The purpose of the meeting shall be stated in
writing at least five working days of the meeting.
Section 7
All membership applications are subject to Board approval.
Article IV – Board of Directors and Officers
Section 1
The Board of Directors of the Association shall formulate policies, manage and have general
charge of the affairs of the Association in accordance with applicable law and Bylaws. The
Board shall have the power to employ necessary staff, authorize expenditures and take all
necessary and proper steps to carry out the purpose of the Association. The first members of the
board will serve for two years. The Board of Directors will be composed of nine (9) members.
Members will serve (3) year terms and these terms shall be staggered among members. A new
slate of officers will be presented to the membership in 2025.
Section 2
In the event a Board of Director cannot continue to serve, the President will work with the
current board to create a replacement member to be presented to the membership of the Board.
Section 3
All Board Members will serve a term of (3) years. Board Members may serve two consecutive
full (three year) terms, for a total of six (6) years. Exceptions shall be made for the original
board members if needed.
Section 4
The Board of Directors shall elect the positions of President, Vice President, and Treasurer to
serve for one year terms. The Secretary shall be the Executive Director or Administrative
Coordinator.
Section 5
The Executive committee shall consist of the President, Vice President, and Treasurer, with the
Executive Director or Administrative Coordinator serving as ex officio.
Section 6
Board meetings will be held not less than quarterly but may be held more frequently as required
and determined necessary by a simple majority of the board. The location of such meetings shall
be determined by the Board of Directors and may change as frequently as is desired by the
majority of the Board.
Section 7
The Board of Directors is a volunteer board, not compensated for meetings or eligible for
reimbursement for expenses associated with reasonable duties by the Board.
Section 8
A Board of Director must be employed by an organization/provider of services who is a current
member of the Association.
Section 9
Board members must attend either in person, electronically, or telephonically regular scheduled
meetings as informed by the Coordinator or Secretary. Board members who miss more than
three (3) consecutive scheduled meetings or a total of three (4) per calendar year may be
removed from office by a two-thirds (2/3) majority vote of the Board, excluding the member in
question. In such a case, the Board may appoint a member of the association to serve the
remainder of the removed Board member’s term.
Section 10
The number of the Board of Directors may be increased or decreased by a two-thirds majority
vote of the Directors. A decrease or increase in members shall not shorten the term of Directors.
Section 11
Fifty percent plus one of the entire Board of Directors shall constitute a quorum for the
transaction of business or any specified item of business, unless otherwise designated by the
Bylaws.
Section 12
The President shall preside at all meetings of the Board and the Executive Committee. The
President shall appoint or remove a Committee with a simple majority vote of the Board.
Section 13
In the absence of the President, the Vice President shall exercise the powers and duties of the
President.
Section 14
The Secretary or designee shall take and distribute Minutes, in a timely fashion, the minutes of
all meetings of the membership and executive committee.
Section 15
The Treasurer shall perform all duties which are assigned by the Board or President. All checks,
drafts, or other negotiable items of the MAIDDP Board are carried out by The Arc of Mississippi
and shall be made on behalf of the Association and shall be signed according to The Arc of
Mississippi policies and procedures for general accounting duties. The Arc of Mississippi’s
Membership dues are waived until such time that MAIDDP becomes a stand-alone organization.
Section 16
The Board may employ an individual or organization to administer the functions of MAIDDP
and shall specify terms and conditions of the contract.
Section 17
Participation in executive session shall be by invitation of the Board.
The officers of the Board shall comprise the Executive Committee. Should an Executive
Committee member resign or be removed from office, the entire Board may vote among
themselves to appoint a current Board member to complete the term on the Executive
Committee.
Article V – Committees
Section 1
Committees will be created by the President of the Board as needed.
Section 2
The Board shall establish ad hoc committees as determined necessary by a majority vote of the
Board.
Article VI – Amendments
Section 1
The bylaws may be amended, repealed, or altered in whole or in part at any meeting of the Board
by a vote of at least two-thirds (2/3) of the members of the Board, provided the amendment has
been submitted in writing at least thirty (30) days in advance to Board Members.
Article VII – Dissolution
Section 1
In the event of dissolution of the Association, any and all assets shall be distributed to other
nonprofit membership base organizations as determined appropriate by the Board in office at the
time and in accordance with Mississippi and Federal laws and rules.