BYLAWS
CONSTITUTION AND BY LAWS
OF THE AMERICAN COUNCIL OF THE BLIND
OF OREGON
(DBA OREGON COUNCIL OF THE BLIND)
REVISED 6-2004
ARTICLE I
NAME: The Name of this Council shall be: AMERICAN
COUNCIL OF THE BLIND OF OREGON.
ARTICLE II
PURPOSE: To provide opportunities for enrichment
to blind and visually impaired individuals and their families.
A. To Promote the Social, Economic and Cultural Level of Blind
Persons in General.
B.
By Improving Educational and Rehabilitation Problems.
C.
To take an Active Interest in Affairs of the Community and
in the Welfare of other Handicapped Groups. ,
D.
To strive at all Times to Create a Wholesome and Realistic
Image of Visually Impaired Groups.
E.
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.
F.
To Support the Aims and Objectives of the American Council
of the Blind.
G.
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:
ARTICLE III
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.
3.
Non-Voting Members shall be members holding sustaining
membership
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 O. Board.
ARTICLE IV
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 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.
3.
SPECIAL MEETINGS: A Special Meeting of the Membership may
be called by Resolution of the 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 by-laws 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 designed in a Notice of Special Meeting and Procedural Issues
necessarily related there to may be acted upon by the Membership.
4.
NOTICE OF MEETINGS: Not Less than 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.
ARTICLE V
OFFICERS:
1.
The Officers of this Council: Shall
consist of a President, 1st Vice President, 2nd Vice President, Secretary,
Treasurer, Past President and District Representatives.2.
President, 1st Vice
President and 2nd Vice President shall be Legally Blind, Secretary and Treasurer
may be sighted.
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 5 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.
NO Officer of the Council shall be elected for
more than Three (03) Consecutive Terms to the Same Office.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, 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 Immediate Past 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 Fifteen
Percent (15%) 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. DISTRICT REPRESENTATIVES:
1.
Definition: To Insure Proper Communications between the Board and Individual
Chapters and to Insure Board Representation of the Membership on the Board,
Geographic Districts, Including at least Three (03) Local Chapters shall be
created by the Board. The Board may from time to time, define and refine the
Boundaries of these Districts. The Membership may, but need not approve, reject
or modify, as the case may be, the Board's action in regard to Represented
Districts.
A.
One Representative, who shall be blind, shall be elected to each
designated geographic district.
The Board may, from time to time designate a
geographic District.
The Geographic Districts are:
District 1: Multnomah,
Pioneer and Willamette Chapters
District 2: Southwestern, South Coast, Dunes and
Emerald Chapters.
District 3: Klamath, Spilyay, Columbia, and Rogue Valley
Chapters. ARTICLE VI
AGENDA:
1.
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. 2.
Call to Order
3.
Pledge to Allegiance
4.
Roll Call and
Introduction of Guests
5.
Program:
6.Minutes of Previous Meeting:
7.
Treasurers
Report
8.
Committee Reports
9.
Communications
10.
Old Business
11.
New
Business
12.
Adjournment
ARTICLE VII
PROCEDURE
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"
ARTICLE VIII
AMENDMENTS TO
BY LAWS:
This Constitution and By Laws may be amended at any Regular Meeting of
the Council.
Constitutional Amendments by a Fifteen Percent (15%) Vote. And By
Law Amendments by a Simple Majority Vote of those Present and Voting According
to Voting Procedures Contained Herein outlined in the Certificate of
Affiliation.
BY LAWS
BYLAW #1:Member at Large: Any Person who has reached the
age of Eighteen (18) may become an Annual Member at Large of this Organization
by Complying with these By Laws. A Majority of the Members at Large must be
blind.
BYLAW #2:
Voting and Quorum: Each Member shall be entitled to One (1)
vote. Blind members shall constitute a majority of at least fifty percent, plus
one of the voting body. Voting by Proxy shall not be permitted. QUORUM: Fifteen
Percent (15%) 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. A.
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: The President: The President presides over all Meetings of the
Council, is responsible for appointing all committees, unless it is specifically
provided of ordered otherwise. Exercise a General Supervision over all of the
Affairs of the Council and person such other duties as the Council may from time
10 to time assign. The President shall be a member Ex-officio of all committees,
but presence shall not be counted in determining a quorum.
1.
1st Vice
President: Presides over all meetings of the Council in the Absence of the
President.
2.
2nd Vice President: Presides over all meetings of the Council in
the absence of both President and 1st Vice President.
3.
Past President:
Presides over the Meetings in the Absence of President, 1st Vice President and
2nd Vice President.
4.
In the Absence of the President, 1st Vice President, 2nd
Vice President, and Past President. A Protem Officer may be appointed by
consensus of members present.
5.
Secretary: Shall attend all meetings of the
Board and Membership and shall keep or cause to be kept true and complete
records of the proceedings of these meetings.
A.
Give or Cause to be given,
Notice to all meetings of the Board or the President may assign.
B.
Perform what
additional duties the Board or the President may assign.
C.
Send Board
Meeting Minutes to all Members of the Board and Chapter Presidents.
D.
Perform
other Duties as the President may time to time prescribe.
6.
The 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 Board unless the Board in
its discretion waives the requirement thereof.
< h4 align="left">A.
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.
7.
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 Board or Membership may delegate the duties of an office to
any other officer or member of the Board, or to any member of the Council.
8.
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.
BYLAW #5:
BOARD: 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 Board shall consist of the President, 1st Vice
President, 2nd Vice President, Secretary, Treasurer, the Immediate Past
President and District Representatives.
BUDGET: The board shall within Thirty
(30) days prior to the Annual Meeting prepare and submit an Annual Budget for
Discussion and Approval by the Board. This then is submitted to the Annual
Meeting for Final Approval.
Conflict of Interest: If any Officer has a Conflict
of Interests or any issue brought before the Board, they shall notify the Board
of the Conflict.
BYLAW #6:
COMMITTEES Nominating Committee: These 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
President. 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.
Qualifications: A Resident of the Council and
Member of a Local Chapter in Good Standing 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.
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 expire at the time of the Annual Meeting. 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 Principle 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 of Chapter has violated the Articles
of Incorporation or By laws 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-thirds (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.
BYLAW #8:
RESOLUTIONS:
Resolutions shall be presented to the committee at the Annual Meeting of the
Council. 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 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 Section 9, of
Article XI.
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.
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:
CHAPTER STATUS: In the event of 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.
ADOPTED THIS:
16 DAY OF October , 2004 BY THE AMERICAN COUNCIL
OF THE BLIND OF OREGON. PRESIDENTBob Johnson
SECRETARYGeri Hallisy
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