CONSTITUTION AND BY-LAWS
MICHIGAN COUNCIL OF THE BLIND
AND VISUALLY IMPAIRED
Last Reviewed & Updated
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
Amended September 28, 2008
Amended September 16, 2012
Amended September 28, 2014
Amended September 27, 2015
Last Amended October 8, 2016
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-
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
ARTICLE I. INCORPORATION
The name of this corporation is, Michigan Council Of The Blind
and Visually Impaired, Inc.
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. Not
withstanding 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. Not withstanding 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.
A. Executive Committee
The executive committee of this council consisting of seven (7) elected officers and of the immediate past president shall transact
all business of this council arising between meetings of the Board
B. Board Of Directors
1. The Board of Directors shall consist of: President, Immediate Past President, First Vice-President, Second Vice-President, Secretary, Assistant Secretary, Treasurer , Assistant Treasurer, and one chapter delegate as well as an alternate to serve in the Chapter Delegate’s absence. Officers cannot serve as chapter delegates or as alternate delegates.
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.
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. In the event of the death, resignation, suspension or disability of any Chapter Delegate, the Chapter who he/she represents will be responsible for appointing a qualified representative to fill such vacancy for the unexpired portion of such official term, or until that disability may be removed.
D. General Duties
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
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.
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
The Assistant Secretary shall be familiar with all the
records and duties of the Secretary as prescribed under Article III
Officers and Committees Subsection D General duties, and Subsection
4 Secretary. 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. The Assistant Secretary must attend all the meetings requiring the Secretary's presence. The Assistant Secretary shall have a vote at all meetings. In addition to performing the duties of the 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. 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.
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; the Treasurer shall carry out all financial transactions for the council; insure that all officers keep complete and accurate records and reports of their proceedings, and from 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; 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 the permanent records of this Council for a period of seven (7) years, unless otherwise provided by law. Make a full report to the Board of Directors at board meetings and/or upon request by the board; serve as chairman of the Budget and Finance
Committee; 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; 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. 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
7. Assistant Treasurer
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 Committees." 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. The Assistant Treasurer must attend all meetings requiring the Treasurer's presence. The Assistant Treasurer shall have a vote at the meetings. 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. 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.
8. The Chapter Delegate shall serve as the Chapter’s representative at all board meetings, be responsible for helping to make decisions regarding the operation of the organization, and act as a liaison between the Chapter and the Board.
9. The Chapter Alternate Delegate will attend Board meetings and represent the Chapter when the designated delegate is unavailable to attend. The alternate Delegate will be responsible for helping to make decisions regarding the operation of the organization, and act as a liaison between the Chapter and the Board.
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 shall 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 (3) consecutive terms in the same office. Dependent upon competency and willingness to serve, the Secretary
and Assistant Treasurer shall serve two-year terms 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 shall 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 (3)
consecutive terms in the same office. Dependent upon competency
and willingness to serve, the Treasurer and Assistant Secretary
shall serve two-year terms 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.
4. Beginning January, 2017, each chapter shall submit to the Secretary the names and contact information for a delegate who will serve a two-year term and an alternate who will serve a one-year term. In January, 2018, the chapter will submit a name of an alternate delegate who will then serve a two-year term. As of January, 2018, terms for delegates and alternates will be staggered.
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,
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 who are eighteen (18) years of age or older.
B. Non-Voting Members
1. Any person who has not reached the age of eighteen (18) years may become a junior member at large by completing an official application therefore accompanied by one (1) year's dues and by designating the applicant's preferred edition of the "MCBVI NEWS" and the “ACB Braille Forum”.
2. An honorary member shall be any individual who, in the opinion of the Board of Directors, is worthy of such recognition.
C. 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.
1. A local chapter shall consist of five or more individuals eighteen (18) years of age or older, the majority of whom are visually impaired, in any community 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. Chapter status will be granted after successful completion of an application and approval by the MCBVI Board of Directors.
2. All members of each organized chapter shall be members of the Michigan Council and of the American Council of the Blind. A member wishing to belong to more than one chapter in Michigan must determine which chapter will be the primary chapter. ACB and MCBVI dues will be paid to that chapter. Local dues must be paid to the second chapter, the amount to be determined by the chapter. MCBVI and ACB dues will only be charged once.
E. Member At Large
A member at large shall be an individual who is not associated with a local chapter.
Each member shall contribute to the funds of this council membership dues as set by the Board of Directors. Chapters are responsible for setting the local portion of their dues. The renewal period for each year begins September 1 of each year and ends January 31 of the following calendar year. All dues and chapter membership lists must be received by February 15 of each year. Payment for renewals after February 15 will be returned. Anyone who joins the organization on or after September 1 of any given year will be considered a paid member through December 31 of the following calendar year.
ARTICLE V. MEETINGS AND PROCEDURES
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.
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
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
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.
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
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.
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.