Table of Contents
The name of this organization shall be Arizona Council of the Blind, Incorporated. The council is a not-for-profit IRS exempt organization under the laws of the State of Arizona operating pursuant to its Articles of Incorporation filed with the Corporation Commission of the State of Arizona as shown by the Certificate of Incorporation issued June 1, 1971 and amended December 23, 1971.
This constitution and by-laws as adopted establishes operational methods and programs of the Council.
The purpose of the Arizona Council of the Blind (AzCB) is to promote an improved understanding of the capabilities and needs of people who are blind or visually impaired residents of and visitors to the State of Arizona, and to work to improve the social, economic, educational, employment and civic opportunities which are available to blind and visually impaired people within Arizona. The AzCB will strive toward this mission through the following:
A. The creation of a statewide organization which includes Local Chapters and Special Interest Affiliates, comprised primarily of people who are blind or visually impaired;
B. The creation of opportunities for people from across the state, who are blind or visually impaired, to exchange information and ideas about the needs and capabilities of people who are blind or visually impaired;
C. Advocacy for improved educational, employment, social and civic opportunities for blind or visually impaired Arizonans;
D. The conducting of statewide meetings, Local Chapter and Special Interest Affiliate meetings and other forms of information-sharing for the purpose of educating and encouraging people who are blind or visually impaired to discover and develop their capabilities and skills;
E. Collaboration with other agencies, institutions, organizations and other entities to promote programs, services and laws which benefit people who are blind or visually impaired;
F. The dissemination of information through a website, meetings, newsletters and other avenues regarding the capabilities and needs of people who are blind or visually impaired; and
G. The development of funds to cover the costs associated with activities, including, but not limited to: the management of the organization’s day-to-day business; the hosting of organizational meetings and conferences; the publication of newsletters and other organizational documents; the provision of scholarships for blind and visually impaired college, university and other students; the establishment of a fund to provide assistance to blind and visually impaired Arizonans to purchase blindness-related products and services; and the conducting of state and local legislative advocacy efforts.
The AzCB shall allow individuals to join the organization, based on the following types of membership:
1. Regular Member– Any individual who is eighteen (18) years of age or greater and who supports the aims and purpose of the organization may serve as a Regular Member. Each Regular Member in good standing shall have all rights normally associated with membership, including the rights to hold office, make motions and cast votes. A majority of the Regular Members of the organization must be legally blind as defined herein.
2. Junior Member - Any individual who is the age of thirteen (13) but under the age of eighteen (18) may join as a Junior Member. Junior members shall have the right to attend meetings and to participate in the discussion of motions, votes and other organizational business, but shall not have the right to hold office, make motions or cast votes.
3. Life Member – Any individual who is at least eighteen (18) years of age and who has joined any organization recognized by the American Council of the Blind as a state or special interest affiliate (including the Arizona Council of the Blind) as a Life Member, may be considered a Life Member. A Life Member shall have all of the rights and responsibilities of a Regular Member, and a majority of the aggregate number of Regular and Life Members must be legally blind as set forth herein.
4. Sustaining Members – Any individual who supports the aims and purposes of this organization but who does not wish to join as a Regular Member may do so as a sustaining Member. Sustaining Members shall have none of the rights normally associated with regular membership, such as the rights to hold office, make motions or cast votes.
Each Regular and Life Member in good standing who attends (either in person or by virtue of participation in a teleconference or comparable means) shall be entitled to cast one vote during any action which requires a vote of the membership.
The amount and payment of all dues shall be set in the Bylaws.
D. Definition of “Legally Blind”
For the purposes of this Constitution and Bylaws, the term “legally blind” shall be synonymous with the definition for the term “legally blind” which is used by the State of Arizona.
The officers of this organization shall include a President, a First Vice-President, a Second Vice-President, a Treasurer and a Secretary. These officers shall also constitute the AZCB’s Executive Committee. All officers shall serve two year terms as follows. The President, Second Vice-President and Secretary shall be elected at the annual business meeting held during each even-numbered year. The First Vice-President and Treasurer shall be elected at the annual business meeting held during each odd-numbered year. All officers will take office upon the conclusion of the annual business meeting during which they are elected, and all officers shall be eligible to serve in the same office for not more than two consecutive terms except for the Treasurer who may hold office without term limits. There is no limit to the number of non-consecutive terms which any individual may serve in any particular office.
This organization shall have four Directors who are not otherwise serving as elected officers. All Directors shall serve two year terms as follows. Two Directors shall be elected during the annual business meeting held during each even-numbered year, and two Directors shall be elected at the annual business meeting held during each odd-numbered year. All Directors will take office upon the conclusion of the annual business meeting during which they are elected, and all Directors shall be eligible to serve in the same office for not more than two consecutive terms. There is no limit to the number of non-consecutive terms which any individual may serve in any particular office; however, a Director who has reached his/her term limit may not be reelected as a Director unless he/she either serves in one of the Officer positions set forth in Section A of this article or exits the Board for a minimum of two years.
1. If a vacancy occurs in the Office of President, the First Vice-President shall serve as President until the next annual business meeting, at which time an election for President must be held.
2. If a vacancy occurs in the office of First Vice-President, the Second Vice-President shall serve as the First Vice-President until the next annual business meeting, at which time an election for First Vice-President must be held.
3. If a vacancy occurs in the offices of Second Vice-President, Secretary, Treasurer or Director, the President shall appoint an individual to serve in the vacant office, which shall be subject to Board approval at its next regular meeting. This individual shall serve until the next annual business meeting, at which time an election for that office must be held.
4. Service in any office which completes a partial term shall not count toward the term limitations set forth in Sections A or B of this article.
D. Board of Directors
The Officers and Directors enumerated in Sections A and B of this article shall constitute the Board of Directors. The President, First Vice-President and Second Vice-President as well as a minimum of two Directors must be legally blind.
E. Board Member Responsibilities
a. The President will serve as the “Chief Executive” of the organization. S/he is responsible for appointing members to committees, for establishing and dissolving committees which are not specifically required by the Bylaws, for setting the agenda for Board and business meetings, for calling and conducting meetings and for carrying out the day-to-day business of the organization, except as noted within this Constitution and Bylaws.
b. The First Vice-President is responsible for serving in the absence of the President and for overseeing the organization’s efforts to support and develop its membership, local chapters and special interest affiliates.
c. The Second Vice-President is primarily responsible for overseeing the organization’s budget and fundraising activities.
d. The Secretary is primarily responsible for developing and distributing organizational documents and correspondence, for taking minutes of Board and membership meetings, for making these meetings and other Board and committee reports available to members and outside parties in accordance with the Organizational Records provisions set forth in the Bylaws, and for working with the Treasurer to maintain the organization’s records, including official documents, meeting agendas and minutes and the membership list.
e. The Treasurer is primarily responsible for maintaining the organization’s financial records and for making disbursements as directed by the President or Board of Directors. The Treasurer is also responsible for presenting an up-to-date (within the past 30 days) report of the organization’s financial status, including current funds on hand, income, disbursements and performance against budget) at each Board and membership meeting. The Treasurer is also responsible for working with the Secretary to maintain the organization’s membership list.
f. Directors are responsible for assisting the Officers with the day-to-day leadership of the organization, for decision-making and for ensuring that the work of the organization is carried out in accordance with the will of the membership.
E. Board Meetings
The Board shall meet at least quarterly to conduct the business of the organization. In order to conduct business, a quorum of the Board must be present. A quorum of the Board shall be defined as a majority of the Board of Directors. Board meetings must be announced to the members in accordance with the noticing procedures set forth in the Bylaws.
F. Special Board Meetings
If a matter requires immediate Board action, and if it would be impossible for the Board to delay action until its next regular meeting, the President may call a special meeting. Special meetings must be announced in accordance with the noticing Provisions set forth in the Bylaws.
Any member of the Board may be removed from office if the Board member’s conduct is in violation of the Constitution or damaging to the organization or if the Board member is frequently absent from Board meetings. The following procedures must be used for the removal of Board members.
1. Any AZCB member may make a motion calling for the removal of an AZCB Board member. This motion must be made in writing and provided by mail or electronically to the AZCB President and/or Secretary. The motion must include details about the alleged conduct and how this conduct is damaging to the organization or in violation of the Constitution and Bylaws.
2. When the Board President or Secretary receives such a motion, he/she is required to schedule the matter for a hearing at the next regularly scheduled Board meeting, or at a special meeting called for this purpose. The Board President or Secretary is also required to distribute the motion to the members of the Board at least ten days prior to this meeting.
3. During the meeting at which the Board member’s removal will be determined, the President or Secretary shall give a summary of the motion and any supplemental information provided with the motion After this summary of the motion, other Board members will be invited to comment on the matter, and the member subject to the motion will also be given the opportunity to answer for his/her conduct. At the end of the discussion, the Board will be required to take one of the following actions:
a) Reject the motion
b) Support the motion – based on a three quarters majority vote of the Board members present, assuming a quorum - This will result in the Board member’s removal from office
c) Take no action – This will be the result of the Board’s failure to reach a decision
4. Notwithstanding any actions by the Board, the AZCB general membership shall have the right to recall any Board member, based on a recall motion and a majority vote of the members present at any regular or special membership meeting.
5. If a member is removed or recalled, that member shall be prohibited from serving on the Board for a period of not less than two years.
The AzCB shall have the right to form, either directly or through the official recognition of pre-existing groups, local chapters and special interest affiliates. A Local Chapter is defined as any group which represents a defined geographic area, such as a town, a county, or a region of a town, county or of the state. A Special Interest Affiliate is defined as any group which is organized to represent the interests of a specific subset of AzCB members rather than a geographic area as defined above. Examples of the types of groups which might form Special Interest Affiliates might include, but not be limited to: dog guide users, blind Veterans, Blind entrepreneurs, blind computer users, etc. To be a Special Interest Affiliate, the group must be blindness-related and must allow individuals to join, regardless of where they reside in Arizona. In order to be designated as a Local Chapter or Special Interest Affiliate, a group must meet all of the following requirements
A. The group must have a mission which is compatible with that of the AzCB.
B. The group must be comprised of at least five (5) voting members who meet the qualifications of Regular or Life Members as defined in Article III, Section A herein.
C. The group must pay the required dues as set forth in the Bylaws.
D. The group must provide a copy of its Constitution and Bylaws, its membership list and the required dues to the AzCB prior to being considered for affiliation.
E. To remain in good standing, each Local Chapter and Special Interest Affiliate shall provide an updated membership list and the associated dues on an annual basis and updates to its Constitution and Bylaws as those documents are modified. At no time may a Local Chapter or Special Interest Affiliate’s Constitution and Bylaws include language or provisions which violate any of the language or provisions set forth in the AzCB’s Constitution or Bylaws.
F. All members in good standing of Local Chapters and Special Interest Affiliates shall have the same rights and privileges of Regular Members as defined in Article III herein.
A. Standing Committees
All standing committees shall be set forth in the Bylaws.
B. Other Committees
The President shall have the authority to establish committees to carry out specific projects or initiatives which are clearly outside the scope of any standing committees. Any non-standing committee may be dissolved by the President or Board of Directors once that committee’s work is complete or when it is deemed that the committee’s purpose or activities are no longer relevant to the business of the organization.
C. Committee Appointment
The President shall appoint the Chairperson of all committees. Each committee’s chairperson is responsible for appointing the members to his/her committee subject to approval from the President. Committee Chairpersons are responsible for ensuring that their committees are convened to perform the duties assigned to them by the President or Bylaws and to report committee activities and recommendations to the Board as set forth herein.
D. Committee Reports
On at least a quarterly basis, all Committee Chairpersons are responsible for providing a report to the Board of their committees’ activities and any recommendations requiring Board or membership action.
E. Committee Authority
Committees may not implement policy or procedures on behalf of the organization as these matters are within the scope of the Board or membership as set forth herein.
1. There shall be an annual business meeting during each calendar year. The meeting date will be determined by the President with the approval of a simple majority of the Board of Directors. The purpose of this meeting shall be to carry out the business of the organization including, but not limited to, the election of officers, the consideration of Constitutional and Bylaws amendments, and the decision-making on other matters brought forward by the Board of Directors or other members. This meeting must be announced in accordance with the noticing provisions set forth in the Bylaws.
2. Special meetings of the membership may be called by the President, based on a majority vote of the Board of Directors. Such meetings must be announced in accordance with the noticing provisions set forth in the Bylaws.
In the absence of parliamentary procedures specifically contained in this constitution and by- laws, all parliamentary proceedings shall be conducted in accordance with the most recently revised edition of Robert's Rules of Order.
Unless otherwise specifically prescribed herein, a quorum to conduct business at any annual or special meeting of the organization shall be those members attending such meeting. Motions and other orders of business shall be determined by a majority of those
members present and voting.
This constitution and by-laws may be amended by any annual or special meeting of the membership. Amendments to the constitution shall be by a two-thirds majority vote and amendments to by-laws by a simple majority vote of those present and voting. Provided, that the proposed amending language has been presented to the President in the appropriate format no later than the opening day of the meeting and from the floor during the meeting general business session.
This organization may be dissolved only at an annual convention or special meeting called for this specific purpose by a three-fourths majority vote of the members present and voting. The procedure for the distribution of assets shall be outlined in the Articles of Incorporation.
A. Annual dues shall be as follows:
1. Regular Members: $10
2. Junior Members: $3
3. Life Members: 50% of the dues established for Life Members by the American Council of the Blind
4. Sustaining Members: $20
B. Annual dues for the year of record shall be due by January 1 of that year. If members choose to pay their chapters directly, then the chapters must submit the dues for all of their members by no later than January 15 of the year of record. All chapter membership lists shall be due by that date as well. Dues paid by a new member after October 1 of any year shall cover membership through the next full calendar year.
The AzCB President shall appoint members to chair and serve on the following standing committees, whose duties are enumerated herein.
A. Membership – Responsible for developing and recommending plans, programs and policies for developing, retaining and strengthening members, local chapters and special interest groups.
B. Fundraising – Responsible for recommending and carrying out (at the direction of the President or Board of Directors) projects and programs designed to generate revenue for the organization.
C. Public Relations - Responsible for the oversight of circulation and production matters for the Arizona Council of the Blind in all print and electronic media. The committee coordinates activities to enhance the visibility of the Arizona Council of the Blind, and, upon request, supports individual affiliates with their public relations efforts. The President shall appoint a newsletter editor to serve on this committee. The newsletter editor shall be responsible for the preparation and distribution of the organization’s newsletter on a schedule to be determined by this Committee.
D. Convention – Responsible for working with the President and Board to plan, promote and execute the organization’s annual convention, annual business meeting and any other meetings or events as directed by the President or Board.
E. Budget & Finance – Responsible for developing and recommending to the Board policies and procedures for overseeing and managing the organization’s finances and for developing and updating the organization’s annual budget.
F. Constitutions, Bylaws & Resolutions Committee – Responsible for developing, reviewing and recommending to the membership amendments to the Constitution and Bylaws and/or resolutions regarding matters pertinent to the interests of the organization.
G. Credentials Committee – Responsible for reviewing membership records and records of local chapters and special interest affiliates to verify the status and standing of members.
H. Nominating – Responsible for preparing a recommended slate of officers and directors, which the organization shall consider for election at each annual business meeting.
I. Scholarship – Responsible for developing and recommending policies and procedures for advertising, evaluating and awarding scholarships on behalf of the organization. All decisions regarding the procedures for administering scholarships, the amounts of scholarships to be awarded, and the individuals to whom scholarships will be awarded, are subject to the approval of the Board of Directors.
This bylaw establishes the requirements and procedures for announcing regular and special meetings of the Board and membership.
A. The President or (at the President’s designation) Secretary is responsible for announcing regular and special meetings of the organization.
B. Meetings of the Board of Directors
1. Regular Meetings – Regular meetings must be announced at least 15 calendar days prior to the date of the meeting. The announcement must be provided on the organization’s website and to all Board members in an alternative format which is accessible to each Board member. There is no requirement to notify individual members of the organization of regular Board meetings; however, the Secretary is responsible for maintaining a calendar of regularly scheduled Board meetings and for updating this calendar if and when meeting dates are added, cancelled or changed. The Secretary is also responsible for responding to inquiries from individuals who request the schedule for regular Board meetings.
2. Special Board Meetings – Special Board meetings must be announced at least 15 calendar days prior to the date of the meeting. The announcement must be provided on the organization’s website and to all Board members in an alternative format which is accessible to each Board member. There is no requirement to notify individual members of the organization of Special Board meetings; however, the Secretary is responsible for responding to inquiries from individuals who request to be notified in the event of the scheduling of a special meeting.
C. Membership Meetings
1. Annual Business Meeting – The annual business meeting shall be announced to the membership at least 60 days prior to the start date of the meeting. Information about this meeting must be provided on the organization’s website, in the organization’s newsletter, and must be sent to each member in good standing in a format which is accessible to the member.
2. Special Membership Meetings - Special Membership meetings must be announced at least 15 calendar days prior to the date of the meeting. The announcement must be provided on the organization’s website and to all members in an alternative format which is accessible to each member.
Subject to Board direction, AzCB members (including Board members) may be reimbursed for some or all expenses associated with the execution of the business of the organization. Amounts which may be reimbursed shall be limited as follows:
A. Travel – Up to 100 percent of the actual cost of the most inexpensive and practicable means of transportation between the member’s home and the location of the meeting or event
B. Lodging – Up to 100 percent of the actual cost of lodging at or near the venue of the meeting or event being attended by the member on behalf of the AzCB
C. Meeting Registration Fees – Up to 100 percent of the actual cost of the registration fee for the meeting or event which the member is attending on behalf of the AzCB
D. Meals – up to 100 percent of the actual cost of meals (including reasonable gratuities) which are consumed by the member while attending a meeting or event on behalf of the AzCB, less amounts for any meals which are paid for by the AzCB as part of a registration fee for the said meeting or event. For purposes of this section, the total amount available for meals shall not exceed $50 per day.
E. Other Business Expenses – Up to 100 percent of all direct expenses incurred in connection with the business of the organization. Such expenses may include, but not be limited to: printing, copying, telephone or fax charges, and the purchase and/or use of equipment or facilities needed to complete a particular task on behalf of the organization.
In order for the AzCB to pay these expenses, the member who incurs them must properly follow any and all policies and procedures set forth by the Board for having such expenses documented and approved.