Table of Contents
Article
3 – Membership, Voting and Dues
Article
4 – Officers, Directors and the Board of Directors
Article
5 – Local Chapters and Special Interest Affiliates
Article
7 – Meetings, Procedures and Quorum
Bylaw
#2 – Standing Committees
Bylaw
#3 - Noticing Procedures
Bylaw
#4 – Reimbursement for AzCB Business
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
This
constitution and by-laws as adopted establishes operational methods and
programs of the Council.
The
purpose of this organization is to strive for betterment of the whole
community:
A. Through a representative statewide
organization including local chapters primarily of blind people.
B. By providing a forum for views of the blind
from all corners of the state and all walks of life.
C. By elevating the cultural, social, and
economic levels of the blind and the opportunity for blind persons to
participate as other persons in the total community.
D. By improving vocational and educational
opportunities.
E. By broadening vocational and educational
opportunities.
F. By encouraging and assisting the blind,
especially the newly blind, to develop their abilities and potentialities and
to assume their responsible place in the community.
G. By cooperating with public and private
institutions and agencies of and for the blind.
H. By conducting a program of public education aimed
toward improving understanding of the problems of blindness and the capabilities
of blind people.
I. By providing for the free exchange of
ideas, opinions, and information relating to matters of concern to blind
people through the publication of a magazine, periodical, or other official communication
in print and Braille or other accessible media.
J. To establish such operations and/or special
funds including investment funds to finance this organization and its projects,
to provide emergency financial assistance to qualified blind persons, and
otherwise serve the needs of blind persons not met by other public or private
institutions.
A. Membership
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.
B Voting
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.
C. Dues
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
A. Officers
The
officers of this organization shall include a President, a First
Vice-President, a Second Vice-President, a Treasurer and a Secretary. 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. There is no limit to the number of
non-consecutive terms which any individual may serve in any particular office.
B. Directors
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.
C. Vacancies
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
1. 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.
2. 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.
3. The Second Vice-President is
primarily responsible for overseeing the organization’s budget and fundraising
activities.
4. 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 By-laws, and for working with the Treasurer to maintain the
organization’s records, including official documents, meeting agendas and
minutes and the membership list.
5. 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.
6. 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.
F. 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.
G. 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. 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 for
all such members.
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 and members of all committees. 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.
A.
Meetings
1. There shall be an annual business meeting
held during the last two weeks of April or first two weeks of May during each
calendar year. 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.
B.
Procedure
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.
C.
Quorum
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.
Bylaws
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 shall be due by January 1 of each year.
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 developing, recommending and carrying out programs
and plans to promote awareness of the organization, its mission and the
capabilities and interests of blind and visually impaired people.
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.
Audit Committee – responsible for overseeing an annual independent audit of the
organization and for reporting findings to the President and Board of
Directors. Because of their respective
roles in the day-to-day management of the organization, the President and
Treasurer may not serve on this committee.
G.
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.
H.
Credentials Committee – Responsible for reviewing membership records and records of
local chapters and special interest affiliates to verify the status and
standing of members.
I.
Nominating – Responsible for preparing a recommended slate of officers and
directors, which the organization shall consider for election at each annual
business meeting.
J.
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 $40 per day, broken down as
follows – breakfast: $10, lunch: $15 and dinner: $20.
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.