Article
1 - Name
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.
Article
2 – Purpose
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 a permanent endowment fund to finance this organization
and its projects, to provide low interest loans for investment by blind
persons, income producing properties for businesses, and otherwise serve the needs
of blind persons not met by public or private institutions.
Article
3 – Membership, Voting and Dues
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 not less than thirteen (13) years of age and who is not
greater than seventeen (17) years of age 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
C.
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.
D.
Dues
The
amount and payment of all dues shall be set in the Bylaws.
E.
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.
Article
4 - Officers, Directors and the Board of Directors
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. 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
three 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.
B.
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 office of Second Vice-President, the position shall remain vacant until
the next annual business meeting, at which time an election for Second
Vice-President must be held.
4.
If a vacancy occurs
in the offices of Secretary or Treasurer, the President shall nominate 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.
5.
If a vacancy occurs
in the position of Director, the position shall remain vacant until the next
annual business meeting, at which time an election for the open position must
be held.
6.
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 Bylaws, 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.
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.
Article
5 - Local Chapters & Special Interest Affiliates
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.
Article
6 - Committees
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.
Article
7 - Meetings. Procedure, Quorum
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.
Article
8 - Amendments
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.
Article
9 - Dissolution
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
Bylaw
1 – Dues
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.
Bylaw 2 - Standing
Committees – 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 edeveloping 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.
Bylaw
3 - Noticing Procedures
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.
Bylaw
4 – Reimbursement for AzCB Business
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.