CONSTITUTION AND BY LAWS
AMERICAN COUNCIL OF THE BLIND OF OREGON
(DBA OREGON COUNCIL OF THE BLIND)
Effective Date: October 22, 2017
NAME: The name of this Council shall be: AMERICAN COUNCIL OF THE BLIND OF OREGON.
PURPOSE: To provide opportunities for enrichment to blind and visually impaired individuals and their families.
1. To promote the social, economic and cultural level of blind persons in general.
2. By improving educational and rehabilitation problems.
3. To take an active interest in affairs of the community and in the welfare of other handicapped groups.
4. To strive at all times to create a wholesome and realistic image of visually impaired groups.
5. To discover, study, promote and develop social educational and economic opportunities for persons who are blind or whose visual impairment is such as to constitute a major handicap in making an adequate adjustment to their environment.
6. To support the aims and objectives of the American Council of the Blind.
7. To do all that is necessary and proper to carry out any and all of the foregoing purposes in accordance with these bylaws, the established principles and the practices of the American Council of the Blind of Oregon, and the laws of the state of Oregon appertaining thereto.
MEMBERSHIP: Voting and Dues: Any person or organization of the blind is eligible to become a member of the American Council of the Blind of Oregon, upon complying with the provisions hereinafter contained.
1. Membership: the Membership of this Council shall be of two (2) classes. Voting and non-voting.
2. Voting members shall be duly registered Council members any person who has reached the age of sixteen (16) or older.
3. Non-voting members shall be any individual under the age of sixteen (16); or a corporation, agency, institution or organization as such who subscribes to the objectives and policies and who promotes the purpose of the organization, shall be eligible for sustaining membership. Sustaining members need not pay dues and will not have the right to vote or hold office.
4. The amount and manner of payment of all dues shall be set forth by the American Council of the Blind and by A. C. B. of Oregon executive board.
5. A member in good standing shall be defined as a member who is current in payment of dues, who regularly attends meetings, at least 5 meetings per year of their local chapter and who is active in their local chapter functions and business.
MEETINGS OF THE MEMBERSHIP:
1. ANNUAL MEETING: There shall be an annual meeting of the membership. The Membership may at an annual meeting set the date, time and place of its next annual meeting, unless otherwise determined. The annual meeting shall be held during the third weekend in October of each year. Should the Membership fail to establish a time and place, the Executive Board shall determine the time and place of the meeting.
2. REGULAR MEETINGS: The board of directors shall set other regular meetings during the year to take care of the business of the council, not less than four (04) meetings per year, including the annual meeting. Two-third (2/3) of the board shall constitute a quorum.
3. SPECIAL MEETINGS: A special meeting of the Membership may be called by resolution of the executive board, by act of the president or upon written request of ten (10) percent of the members of the council. The secretary upon receipt of a request for a special meeting and find that the request conforms to the bylaws shall cause notice of the special meeting to be sent to the membership. The notice shall clearly state the date, time and place of the meeting, and a description of the subjects or issues to be discussed. Only those matters designated in a notice of special meeting and procedural issues necessarily related there to may be acted upon by the membership.
4. NOTICE OF MEETINGS: Neither less than neither seven (07) nor more than twenty one (21) days notice of meetings of the Membership shall be given. The notice shall be given by sending a copy through the postal service or electronic mail, to the address of each member as it appears in the records of the council.
5. ACTION WITH OUT A BOARD MEETING: Telephone meetings are permissible provided members vote in writing with a description of the issue being voted on.
1. Officers of this Council shall be members in good standing who have reached the age of eighteen (18) or older. The officers of this Council Shall consist of a President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, Past President and District Representatives. District Representatives are not officers but board directors with voting rights on the executive board.
2. President, 1st Vice President and 2nd Vice President shall be legally blind; Secretary and Treasurer shall be legally blind or sighted. District Representatives shall be legally blind.
3. Terms of Office: The Officers of the Council shall be elected by the Membership biannually at the Annual Meetings on the odd Years, Their Term in Office shall commence on January 1st of the Following Year. Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until he shall resign or been removed in the manner herein after provided:
4. Limitations of Officers: No more than one Office may be held by any person at anyone time.
5. There shall be no term limits for officers or district representatives.
6. An officer shall be removed from office only after an Evidentiary Hearing as prescribed by Roberts "Rules of Order Newly Revised" An Evidentiary Hearing shall be conducted upon receipt of the President of petition signed by the Membership.
7. Resignation of Officers: Any officer, assistant officer or agent may resign at any time by giving written notice to the board of directors, the president or the secretary of the council.
8. If the president is removed from office, pursuant to the provision listed, the incumbent holding the position of first vice president shall continue to serve until a successor is duly qualified.
9. The Council for good cause may declare an office vacant by an affirmative vote of two-third (2/3) of the Membership present provided at least ten (10) day notice be given to the officer in question, prior to the regular or special meeting at which the vote is to be taken.
10. Vacancies: Should a vacancy occur on the board for any reason, other than removal by the membership, it shall be filled by an appointment by the remaining members of the board; the board members appointed to fill the vacancies shall serve for the balance of the unexpired portion of the term for which they were appointed.
11. Only members in good standing may represent the ACB of Oregon on community commissions, boards or committees such as the Oregon Commission for the Blind, Oregon Talking Book and Braille Library, Oral Hull Foundation for the Blind or other such entities.
1. District representatives ensure representation and geographic districts shall be designated by the executive board.
2. One representative, who shall be legally blind, shall be elected to each designated geographic district.
The following shall be the order of business at any regular meeting-special meeting or board meeting of the Council unless fifteen (15%) of those present and voting at any particular meeting shall deem otherwise.
1. Call to Order
2. Pledge to Allegiance
3. Roll Call and Introduction of Guests
6. Minutes of Previous Meeting
7. Treasurers Report
8. District Representatives Reports
9. Committee Reports
11. Unfinished Business
12. New Business
1. In the Absence of Provisions contained herein or in the By Laws, All proceedings of this Council shall be governed by Roberts "Rules of Order Newly Revised".
AMENDMENTS TO BYLAWS:
This Constitution and Bylaws may be amended at any Annual Business Meeting of the Council. Constitutional Amendments by a two-third (2/3) vote and Bylaw Amendments by a simple majority vote of those present and voting according to voting procedures contained herein outlined in the Certificate of Affiliation.
Any person who has reached the age of eighteen (18) may become an annual member At Large of this organization by complying with these Bylaws. A majority of the Members at Large must be blind.
BYLAW #2: Voting and Quorum
Each member shall be entitled to one (01) vote. Blind members shall constitute a majority of at least fifty percent (50%), plus one (01) of the voting body.
Voting by proxy shall not be permitted.
QUORUM: Two-third (2/3) of the membership of the Council present and voting shall constitute a quorum of the Membership to transact business. A vote of the majority of the quorum shall be sufficient to act upon any proposition, unless a different percentage of the vote is otherwise required by these bylaws.
1. Annual Meeting Quorum: A majority of all votes certified and seated at the annual meeting shall constitute a quorum to do business.
BYLAW #3: Council Dues
Dues shall be determined by the Council Membership; dues for the American Council of the Blind must be paid to the Treasurer not later than February 15th of each year. The Membership Chairperson shall keep accurate Membership lists, which shall reflect the member's status in regards to dues.
BYLAW #4: Duties of Officers
PRESIDENT: The President presides over all meetings of the Council, is responsible for appointing all committees, unless it is specifically provided or ordered otherwise. Exercise a general supervision over all of the affairs of the Council and perform such other duties as the Council may from time to time assign. The President shall be a member ex-officio of all committees, but presence shall not be counted in determining a quorum.
1st VICE PRESIDENT: Presides over all meetings of the Council in the absence of the President.
2nd VICE PRESIDENT: Presides over all meetings of the Council in the absence of both President and 1st Vice President.
PAST PRESIDENT: Presides over the meetings in the absence of President, 1st Vice President and 2nd Vice President.
1. In the absence of the President, 1st Vice President, 2nd Vice President, and Past President. A Pro-tem Officer may be appointed by consensus of members present.
SECRETARY: Shall attend all meetings of the Executive Board and Membership and shall keep or cause to be kept true and complete records of the proceedings of these meetings.
1. Give or cause to be given notice of all meetings of the Executive Board as the President may assign.
2. Perform what additional duties the Executive Board or the President may assign.
3. Send board meeting minutes to all members of the board and chapter presidents.
4. Perform other duties as the President may time to time prescribe.
TREASURER: The Treasurer shall have custody of the Council funds and securities. He/She shall keep full and accurate records of receipts and disbursements, and shall deposit all Council monies and other valuable effects in the name designated by the Board or the President or Membership whenever they shall acquire it, and account of his transactions as Treasurer and of the financial conditions of the Council. The Treasurer shall furnish a bond satisfactory to the Executive Board unless the Board in its discretion waives the requirement thereof.
1. Signing of Checks and Notes: Checks notes, drafts and demands over two thousand ($2,000.00) shall be signed by the Treasurer and other officer as from time to time may be designated by the Board.
2. The Treasurer shall submit a budget for the incoming year to the Board thirty (30) days prior to the annual meeting.
ADDITIONAL DUTIES: In addition to the powers and duties provided in this Bylaw, Council Officers shall have the additional powers and duties elsewhere provided in these Bylaws. Whenever, an officer is absent or whenever for any reason, the Executive Board or Membership may delegate the duties of an office to any other officer or member of the Executive Board, or to any member of the Council.
DUTIES OF DISTRICT REPRESENTATIVE: District Representatives shall report to the local chapters within their district following each Board Meeting and the District Representative shall bring to the attention of the Board matters of concern to the local chapters and member at large, within the district represented.
Number and Qualifications: The affairs of this Council shall be managed by an ex-officio board of persons, each entitled to one (01) vote. Members of the Executive Board shall consist of the President, 1st Vice President, 2nd Vice President, Secretary, Treasurer, the immediate Past President and District Representatives.
1. Budget: The board shall present to the Membership an annual budget for the upcoming year to the Council at its Annual Meeting for final approval.
2. Conflict of Interest: If any officer has a conflict of interests or any issue brought before the board of directors, they shall notify the board of the conflict. The president or presiding officer shall inquire if any conflict appears to exist and a board member has not made it known. If a potential conflict of interest exists, a person must declare it, and may continue in deliberations. If an actual conflict of interest exists (material, economic or other) a person must refrain from deliberations and voting.
BYLAW #6: COMMITTEES
Nominating Committee: There shall be a standing committee designated as the Nominating Committee which shall consist of three (03) members in good standing. This committee shall be appointed by the Executive Board. Each chapter of the Council shall submit names of persons whom are to have their name placed on the list of nominees or any board position open for election at the Annual Meeting.
Candidate Qualifications: Any person who is a resident of Oregon, has reached the age of eighteen (18) or older, member of a local chapter in good standing and has attended at least five (05) meetings of said chapter and who has been a regular member of the Council for three hundred sixty (360) days preceding the Annual Meeting of the Membership may be nominated.
Any person being considered for election to the Office of Treasurer shall: Demonstrate the ability, through past experience and/or education, to properly perform all of the duties and responsibilities relating to this position.
Finance Committee: The president of the board shall appoint a standing finance committee, consisting of no fewer than three (03) members, inclusive of the board treasurer and at least two (02) other members. The committee may include officers or general members whose experience in accounting, finance, business or other budgetary knowledge may assist the committee and board in the performance of their financial oversight responsibilities. The committee reports to the board. The treasurer shall chair the committee. The finance committee coordinates the board’s financial oversight responsibilities.
Additional Committees: The President may create such additional committees, and the committee members, as may be deemed necessary or desirable to aid the Council in performing its functions. The President shall designate the duties of such committees. The term of office of members of committees shall last until the quarterly board meeting in January of the following year, when committee assignments are made. The Chairperson of each committee shall be appointed by and report to the President. The President may replace committee chairpersons and/or committee members if the need arises.
Minutes of Committee Meetings: All committees shall maintain minutes of their actions and proceedings. Each committee shall submit a complete and accurate report of its activities to the President, to the Board, or to the Membership upon request.
Ex-Officio Committee Members: The President shall be an Ex-Officio member of all committees except the Nomination Committee.
BYLAW #7: EXECUTION OF WRITTEN INSTRUMENTS
Contracts, Deeds, Documents, and other instruments shall be executed by the President and attested to by the Secretary, unless the board shall in a particular situation designate and their procedure for the execution.
Principal Office: The principal office of the Council shall be the address of the President of the Council, or such other place as the Membership may prescribe.
Salaries: Officers of the Council shall not receive salaries as such.
Compensation: With the approval of the Board of Directors, each officer may be reimbursed for reasonable and necessary expenses incurred in discharging duties as an officer and furtherance of the purposes of the Council.
Removal of Board Members:
1. Officers and District Representatives: Any board member may be remove with a vote of fifteen percent (15%) of those present at a special board meeting at which a quorum is present. If a board member is removed at a special meeting of the Membership, the President shall, with the approval of the board, proceed to appoint his/her successor for the un-expired portion of the term.
2. Termination or Suspension of a Member or Chapter:
Any member or chapter that has failed to comply with the terms and conditions of the Council's Articles of Incorporation or Bylaws is subject to suspension for up to one (01) year, or termination of membership or chapter status. Provisions for termination or suspension are as follows:
A. Action of the Board: The Board upon a finding by a majority vote that a member or chapter has violated the Articles of Incorporation or Bylaws shall notify the member or chapter of its delinquency in writing. If the delinquency is subject to being remedied, reasonable opportunity within the discretion of the Board for correction shall be allowed if however the breech is not subject to being corrected or is not corrected, the Board may by two-third (2/3) majority vote terminate or suspend for up to one (01) year. An individual member or chapter termination or Suspension by the Board does not become effective until that entire act has been affirmed by the four-fifths (4/5) vote of the Membership at the Annual or Special Meeting at which a quorum is present. In the event of a resolution calling for the termination of suspension of a member or chapter, the Board shall forthwith call a special meeting of the Membership.
3. Re-Application: Any terminated member or chapter may re-apply as a new member one (01) year after termination. A member or chapter that is suspended shall at the end of the suspension period be automatically reinstated, provided membership dues have been paid throughout the period of suspension.
Resolutions shall be presented to the committee at the Annual Meeting of the Council. Resolutions must be presented prior to the first day of Annual Meeting and such be presented to members assembled during the first day of the Annual Meeting, and voted upon during second day Business Meeting.
BYLAW #9: ENDOWMENT FUND
1. Establishment of Endowment Fund: The A. C. B. of Oregon, dba Oregon Council of the Blind Endowment Fund is created by this section of Bylaws. The Endowment Fund shall have an opening fund balance of: no less that $340,000.00, as of December 10, 2001. This opening fund balance is referred to as the Endowment Fund Balance. The Endowment Fund Balance shall be kept separate from and accounted for separately from the general operating funds and assets of the Council.
2. Use of Fund: The Council shall restrict the use of the Endowment Fund Balance to investment purposes and otherwise not use the Endowment Fund Balance except that the income from the Endowment Fund Balance shall be paid to the Council's General Fund not less than quarterly. The income from the Endowment Fund balance shall be used as directed by the Board of Directors for the Council's reasonable and necessary operating expenses as the Board shall in its discretion determine. It is the intention and purpose of this Bylaw that the Endowment Fund Balance is to be retained and used solely for the endowment purposes to provide for income for the general operation expenses of the Council and that there shall be no expenditure of the Endowment Fund Balance. This statement shall not in any way limit the discretion of the Board of Directors and its advisors in the exercise of their discretion for investment decisions for the Endowment Fund Balance. Any bequests, gifts, or inheritances which are to be restricted shall be added to the above amount. It shall take a vote of the Membership to change this section.
BYLAW #10: FORMATION OF CHAPTERS
1. New Chapters may be formed by any group of seven (07) or more residents of Oregon, not less than one half(1/2) of whom are legally blind under the laws of any state may make application for chapter status shall be made in writing to the Board of Directors. The Chapters proposed Constitution (Articles of Incorporation) and Bylaws shall accompany the application. The Board may reject the application or grant chapter status.
2. Chapters shall hold a minimum of (09) meeting yearly.
3. Chapter Name: Whenever possible, chapters shall utilize the description of _________ chapter of A. C. B. of Oregon.
4. Changes in Chapter Constitution and Bylaws: No change in a Constitution or Bylaws of a chapter is effective until approved by the Board of Council. The Act of the Board in regard to changes in Chapter Constitution or Bylaws may but need not be ratified, rejected or modified by the Membership of the Council.
BYLAW #11: FORMATION OF ELECTRONIC MEDIA CHAPTERS
1. In keeping up with modern technology and following the direction
of the national organization of the American Council of the Blind:
People who use Internet, Twitter, Facebook, and other forms of
electronic media which allow people to converse as groups,
shall be allowed to form chapters of the American Council of the
Blind of Oregon.
2. Such chapters shall follow the provisions set forth in the
Constitution and Bylaws of the American Council of the Blind
BYLAW # 12: CHAPTER STATUS
In the event a chapter should for any reason dissolve, their Treasury would revert to A. C. B. of Oregon.
SPECIAL INTEREST GROUPS: Shall consist of Randolph Shepherd Vendors, Guide Dogs Users, students, Ham Radio Operators and others, and shall meet at specifically scheduled time set forth by each group.
OF ________________________ BY
THE AMERICAN COUNCIL OF THE BLIND OF OREGON