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 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;
A. Advocacy for improved educational,
employment, social and civic opportunities for blind or visually impaired
Arizonans;
B. 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;
C. Collaboration with other agencies,
institutions, organizations and other entities to promote programs, services
and laws which benefit people who are blind or visually impaired;
D. 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
E. 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.
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.
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.
2.
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.
3.
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
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)
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
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 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.