CONSTITUTION AND BY-LAWS
MICHIGAN COUNCIL OF THE BLIND
AND VISUALLY IMPAIRED
Last Reviewed & Updated
January, 2009
By MCBVI Bylaws & Constitution Committee
Chairperson, Wayne Lepiors
Past Chair, Heather Seaman
Adopted October, 1973
Amended October, 1984
Amended October, 1993
Amended October, 2001
Amended October, 2002
Amended October 2003
Amended October 3, 2004
Amended November 4, 2007
Last Amended September 28, 2008
Preamble
The Michigan Association of Workers of the Blind, a Michigan non-profit corporation, originally incorporated in 1916, and the Michigan Federation of the Blind, a Michigan non-profit corporation, originally incorporated in 1957, because of their common interests, are uniting to form a new corporation to be called, Michigan Association of the Blind, Inc., a Michigan non-profit corporation.
Since we believe that persons who, through the loss of sight, are brought together by a close bond of unity and brotherhood in desiring to become incorporated as a non-profit corporation pursuant to the provisions of Act No. 284 of the Public Act of 1972, we do hereby make, execute, and adopt this constitution as follows:
ARTICLE I. INCORPORATION
A. Name
The name of this corporation is, Michigan Council of the Blind and Visually Impaired, Inc.
B. Purpose
The purpose of the Michigan Council of the Blind and Visually Impaired, Inc. is to encourage and promote the economic, educational, social and cultural levels, of persons with (visual acuities 20/70 or less).
C. Non-Profit Status
1. This corporation will, at all times, operate so as to maintain tax exempt status within the requirements of the Internal Revenue Service Code as herein provided.
2. No part of the activities of this corporation shall consist of carrying on propaganda or otherwise attempting to influence legislation or participating in, or intervening in (including publication or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any of the provisions hereof, this corporation shall not conduct or carry on any activity not permitted to be conducted or carried on by any organization which is tax exempt, or by any organization, donations to which are tax deductible income, to the extent of the law as provided by the provisions of the Internal Revenue Code and other applicable legislation and regulations as they now exist or may hereafter be amended.
3. Notwithstanding anything else herein to the contrary, provided the corporation is hereby prohibited from engaging in any act of self-dealing, as defined in Internal Revenue Code, Section no. 4942 (D) and all amendments thereto, from retaining any access business holdings, as defined in Internal Revenue Code, Section No. 4943(C)and all amendments thereto, so as to jeopardize the carrying out of the charitable purposes contemplated herein, and from making any taxable expenditures, as defined in Internal Revenue Code, Section No. 4945(D) and all amendments thereto.
4. The corporation shall not apply accumulation of income in any manner which may subject it to denial of exemption as provided in Section No. 504 of the United States Internal Revenue Code as now enacted or as it may, hereafter be amended.
5. If, at any time, the corporation shall cease to carry out the purposes set forth in these articles of incorporation, all assets and property held by it, shall, after the payment of its liabilities, be paid over to an organization which, itself, has similar purposes and has established an appropriate tax exempt status under Section no. 501 (C) (3) of the United States Internal Revenue Code as now enacted or as it may, hereafter, be amended and has established an appropriate tax exempt status under Section No. 501 (c) (3) of the United States Internal Revenue Code as now enacted or as it may, hereafter, be amended.
6. Notwithstanding, anything else herein to the contrary provided, the income of the trust for each taxable year thereafter shall be distributed at such time and in such manner as not to subject the same to tax under the Internal Revenue Code, Section No. 4942, and all amendments thereto.
ARTICLE II. LOCATION
The principal office or place of business of this council shall be the resident city of the treasurer.
ARTICLE III. OFFICERS AND COMMITTEE
A. Executive Committee
The executive committee of this council consisting of five elected officers and of the immediate past president shall transact all business of this council arising between meetings of the board of directors.
B. Board of Directors
1. The Board of Directors shall consist of: President, Immediate Past President, First Vice-President, Second Vice-President, Secretary, Treasurer, and one delegate elected from each chapter. The editor of the MCBVI News letter, the Membership Chairman, Assistant Treasurer, and the Assistant Secretary shall be ex-officio members of the board.
2. The board of directors shall have power to act for this council in all administrative matters requiring action when this council is not in session, except as otherwise provided in the by-laws or in the articles of incorporation, and in such other matters as may be committed to it by order of the council.
C. Vacancies
In the event of the death, resignation, suspension or disability of any officer of the council, the board of directors shall appoint a qualified member of this council to fill such vacancy for the unexpired portion of such official term, or until that disability may be removed.
D. General Duties
1. President
The President shall preside at all meetings of the Board of Directors and of the membership; see that all orders and resolutions of the Board of Directors are carried into effect; appoint committees not provided for in these By-laws; and be an ex-officio member of all committees with the exception of the Nominations Committee.
2. First Vice-President
The First Vice-President shall attend all board meetings and membership business meetings; perform the duties of the president during the absence or disability of the president and succeed to that office upon the resignation, impeachment or death of the president; and perform such other duties that may be delegated to him or her from time to time by the Board of Directors.
3. Second Vice-President
The Second Vice-President shall attend all board meetings and membership business meetings; Perform duties of the First Vice-President during the absence or disability of the First Vice-President and succeed to that office upon the resignation, impeachment or death of the First Vice- President; and perform such other duties that may be delegated to him or her from time to time by the Board of Directors.
4. Secretary
The secretary shall attend all board meetings and membership business meetings; preserve all records belonging to the council minutes of the proceedings of all such meetings; give all notices required by statutes, by-laws or resolutions and be responsible for all other correspondence relative to the council; keep files of all such statutes and forward all records to the incoming secretary at the expiration of his or her term of office; and perform such other duties that may be delegated to him or her from time to time by the Board of Directors.
5. Assistant Secretary
A. The Assistant Secretary shall be familiar with all the records and duties of the Secretary as prescribed under Article III Officers and Committee Subsection D General duties, and Subsection 4 Secretary.
B. The Assistant Secretary shall assist the Secretary in the performance of all the duties, of the Secretary and be able when necessary to carry them out in the Secretary's absence.
C. The Assistant Secretary must attend at least one half of all the meetings requiring the Secretary's presence. This Assistant may not cast a vote at such meetings. The Assistant Secretary may cast votes for the Secretary as an alternate at meetings, on behalf of the Secretary when he or she is absent.
D. In addition to performing the duties of Secretary during the absence or disability of the Secretary: he or she shall automatically succeed to that office upon the resignation, impeachment or death of the Secretary.
E. The Assistant Secretary shall also perform such other duties that may be delegated to him or her from time to time by the Secretary and Board of Directors.
6. Treasurer
a. Bonds
The treasurer shall be bonded in such amounts as the board of directors shall determine from time to time, the premiums on such bonds to be paid by this council, and the bonds to be deposited with the president.
b. The treasurer shall attend all board meetings and membership business meetings;
c. The Treasurer shall carry out all financial transactions for the council;
d. Insure that all officers keep complete and accurate records and reports of their proceedings, and time to time submit such records of the same as may be required by law or by order of this council or by its board of directors;
e. See that any annual reports submitted by this council by the president, the secretary, and the treasurer shall be kept on file as a part of their permanent records of this council for a period of seven years, unless otherwise provided by law.
f. Make a full report to the Board of Directors at board meetings and/or upon request by the board;
g. Serve as chairman of the Budget and Finance Committee;
h. Organize and maintain a file of all transactions and forward such records to the in-coming treasurer upon the expiration of his or her term of office;
i. Perform the duties of the organization's Fiscal officer such as, maintain and provide Statements and Reports Whenever required by this council or the board of directors, several directors, or either of them, shall submit all their accounts, vouchers, or any other papers to any officer or committee for examination, comparison, or correction.
j. The treasurer shall also enable this council to submit its financial accounts to a certified public accountant within 60 days after the expiration of the term of office of said board, or its financial officer, and perform related duties that may be delegated to him or her from time to time by the Board of Directors.
7. Assistant Treasurer
A. The Assistant Treasurer shall be familiar with all the records and duties of the Treasurer as prescribed in the previous sub-section "5. Treasurer, under Section D. General Duties, Article III. Officers AND Committee."
B. The Assistant Treasurer shall assist the Treasurer in the performance of all the duties, of the Treasurer and be able when necessary to carry them out in the Treasurer's absence.
C. The Assistant Treasurer must attend at least one half of all the meetings requiring the Treasurer's presence. This Assistant may not cast a vote at such meetings. The Assistant Treasurer may cast votes for the Treasurer as an alternate at meetings, on behalf of the Treasurer when he or she is absent.
D. In addition to performing the duties of Treasurer during the absence or disability of the Treasurer: he or she shall automatically succeed to that office upon the resignation, impeachment or death of the Treasurer.
E. The Assistant Treasurer shall also perform such other duties that may be delegated to him or her from time to time by the Treasurer and Board of Directors. "F. Upon adoption of this amendment, the President, with the approval of the Board Of Directors, may appoint an Assistant Secretary if one is deemed necessary. Such appointment shall be for a term of one year, opening that office for elections in succeeding odd numbered years." The purpose of this amendment shall expire in October of 2009, and therefore assumed to be null and void, and will be deleted after that time."
E. Terms of Office
1. During each annual convention or general membership business meeting of this organization convened during years ending in even numbers, the membership shell conduct elections for the office of President, Secretary, and Assistant Treasurer. The President shall be elected for terms of two years, eligible to serve no more than three consecutive terms in the same office. Dependent upon competency and willingness to serve, the Secretary and Assistant Treasurer shall serve for 2 years or until a successor is elected."
2. During each annual convention or general membership business meeting of this organization convened during years ending in odd numbers, the membership shell conduct elections for the office of First Vice-President, Second Vice-President, Treasurer, and Assistant Secretary. Each Vice-President shall be elected for terms of two years, eligible to serve no more than three consecutive terms in the same office. Dependent upon competency and willingness to serve, the Treasurer and Assistant Secretary shall serve for 2 years or until a successor is elected."
3. New terms of service for each office shall begin immediately upon the adjournment of the annual convention business meeting recording election results. Officers that have expired terms, shall be retired upon adjournment of that annual business meeting. Each term of office shall correspond with the length of time, and conditions as set forth in this "ARTICLE III. section E. Terms of Office, sub-part 1, 2, and 3.
F. Committees
1. All Standing Committee chairpersons must have their membership dues paid, and be a member "in good standing" for their entire term. If at any time he or she fails to maintain membership in good standing, action may be taken as set forth in Article V Meetings And Procedures, subsection E Disciplinary Options.
2. The president, with the approval of the executive committee, will appoint Chairpersons responsible for the following standing committees:
Constitution and By-laws,
Convention and or Events,
Grants,
Legislation,
Membership,
Publications,
Public Relations,
Resolutions,
Scholarship.
ARTICLE IV. MEMBERSHIP
A. Voting members of the Michigan Council of the Blind and Visually Impaired shall consist of chapter members and members at large of the state of Michigan.
B. Qualifications of Officers and Members
1. All members of the board of directors of this council shall be active members thereof, who shall have attained the age of eighteen (18), and who shall have been elected as provided in these by-laws.
2. A majority of the members of the board of directors shall, at all times, be visually impaired.
3. The active or voting members of this council shall consist of any persons who shall have attained the age of eighteen (18) years and who are interested in work for the blind, and who shall have been proposed for membership and been approved in accordance with the by-laws of this council, or, the rules authorizing the formation of this council.
4. The majority of the members of this council shall, at all times, be visually impaired.
C. Chapters
1. A local chapter shall consist of five or more visually impaired individuals in any community of the state desiring to affiliate themselves with the Michigan Council of the Blind and Visually Impaired, provided that each chapter shall hold at least four business meetings a year.
2. All members of each organized chapter shall be members of the Michigan Council, and of the American Council of the Blind.
D. Member At Large
A member at large shall be an individual who is not associated with a local chapter.
E. Honorary Membership
An honorary member shall be any individual who, in the opinion of the Board of Directors, is worthy of such recognition.
F. Dues
Each member shall contribute to the funds of this council membership dues as set by the Board of Directors.
ARTICLE V. MEETINGS AND PROCEDURES
A. Conventions
1. Conventions shall be held annually at such times and places as designated by the Board of Directors.
2. Notice of such conventions shall be sent to each member and shall be postmarked at least 20 days before the date of the convention.
B. Special Meetings
1. Any special meetings may be called by the Directors, or ten (10) percent of the membership when deemed necessary.
2. Notice of such meetings together with object or objects thereof, shall be mailed to each member and postmarked no later than 30 days prior to the meeting.
3. Only such business as specified in the meeting notice shall be transacted and be binding on the council. Legal transaction of further business can only take place when agreed to by the board and two-thirds (2/3) of the members present.
C. Quorum
1. Ten (10) percent of the membership shall constitute a quorum for the transaction of business at any state or special meetings of this council called in accordance with the By-Laws, rules and articles of incorporation.
2. A quorum of the board of directors shall consist of at least one-third (1/3) of the directors plus three elected officers.
D. General Rules of Procedure
Except as otherwise provided herein, or by order of this council, the procedures of this council and of its elected officers and committees, shall be governed by the rules of parliamentary practice as set forth in "Roberts Rules of Order", revised for deliberative assemblies.
E. Disciplinary Options
1. If any elected official or committee member shall be found incompetent or ineligible to perform his or her duties as set forth in these bylaws, a two thirds (2/3) supporting vote of a written motion to limit or remove an officer from powers and position, must be submitted by any member of the Executive Committee, and supported by the board of directors at a regular meeting, provided that notice of such motion be available to the officer in question no less than 30 days before the meeting where the motion's discharge action is submitted and considered.
2. Upon at least two thirds (2/3) support of the assembled membership in convention, or by 75 per cent (75%) of the Board of Directors, endorsing any formal Motion To Discharge, that Board Of Directors of this organization shall have the power to immediately remove from office with just cause, any member of the Executive Committee, or appointed committee chairperson.
3. Upon the removal of any executive Committee officer or committee chairperson, all related materials of his or her office, must be transferred to the Secretary until a replacement shall be duly elected, or immediately to a temporary appointed successor to that office. If all said materials are not available during this meeting, transfer arrangements for remaining materials and documents shall be made at the meeting during which the removal of the officer or committee chairperson takes place.
4. These Discharge procedures shall not apply to general members or chapter delegates, and shall become effective immediately upon adoption in accordance with "Article VII., section A. Amendments, part 1. and 3." of these bylaws.
ARTICLE VI. NOMINATIONS AND ELECTIONS
A. Nominations
1. A nomination committee of three qualified members of this council shall be selected by the board of directors at its first meeting immediately following the annual convention.
2. The nominating committee shall present a slate of candidates for each office which will become vacant upon adjournment of the next annual convention business meeting."
3. Nominations may also be accepted from the floor for each office at the first business meeting of each annual convention.
B. Elections
Officers will be elected by written ballot at each annual convention, the first election to be held at the annual convention in 1974. The qualified member receiving the majority of the votes cast in each case shall be declared elected, and entitled to serve (if in good standing) until his qualified successor shall be duly elected.
ARTICLE VII. AMENDMENTS, AUDITS, and DISSOLUTION
A. Amendments
1. This constitution may be amended at any regular convention of this council by a two thirds (2/3) vote, and the by-Laws by a simple majority vote of those present and voting, provided that such proposed amendments shall be read from the floor of the convention at least 24 hours prior to the time of final act on the same.
2. Henceforth, this constitution shall be reviewed at least once every five years by a committee appointed by the Board of Directors.
3. No amendments shall be made to this constitution that are inconsistent with its Articles of Incorporation.
B. Audit of Claims
The board of directors shall audit and allow all just claims against this council, including the expenses necessarily incurred by any officer or committee of this council in the discharge of the duties of such officer or committee and shall direct the payment of such claims by the treasurer.
C. Dissolution
In the event of dissolution, all assets, real and personal, shall be distributed to such organizations as are qualified as tax exempt under the Internal Revenue Service Code or the corresponding provision of a future Internal Revenue Service Law.