CONSTITUTION AND BY-LAWS
MICHIGAN COUNCIL OF THE BLIND
AND VISUALLY IMPAIRED
Last Reviewed & Updated
October, 2016
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
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.
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.
ARTICLE III. OFFICERS AND COMMITTEES
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
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, 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.
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. 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
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
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.
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; 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.
A. 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 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.
D. Chapters
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.
F. Dues
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
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.