AMERICAN COUNCIL OF THE BLIND OF OHIO

1.0 ARTICLE 1: NAME: The name of this organization shall be the American Council of the Blind of Ohio, hereinafter known as the ACB-O.

2.0. ARTICLE 2: Purpose: The purpose of the ACB-O is to promote the quality and equality of life for blind and visually impaired Ohioans;

2.1. By providing a forum for the views of all blind and visually impaired persons through publications, conventions, seminars, etc.

2.2. By providing the best possible environment for enabling blind and visually impaired persons to live fully productive lives in regard to employment, education, recreation, and social activities (including equal access to cultural and spiritual activities).

2.3. By encouraging and assisting all blind and visually impaired persons to become well-adjusted, self- supporting, and responsible citizens, with special attention to those whose blindness has occurred later in life.

2.4. By cooperating in and aiding all worthwhile programs of public and private institutions of and for blind and visually impaired persons.

2.5. By conducting programs of education, both for blind and visually impaired persons, and for the general public that focuses on improved understanding of capabilities of blind and visually impaired persons.

2.6. By actively supporting the development of devices designed to enhance the lives of blind and visually impaired persons as well as research in the areas of sight preservation and restoration.

3.0. ARTICLE 3: MEMBERSHIP, VOTING, DUES: Any interested person or organization of blind and visually impaired persons is eligible for membership in this organization upon compliance with the following provisions:

3.1. Membership: The membership shall be divided into four categories:

individual members, nonprofit organization members, corporate members, and patron members.

3.1.1. Individual members belong to the state and national organizations, and the majority also belong to the local chapters within Ohio. Those individual members who are not affiliated with a local chapter are called members at large.

3.1.2. Nonprofit organization members are those organizations who contribute at least $25 during a calendar year to ACB-O.

3.1.3. Corporate members are those individuals or organizations who contribute at least $100 to ACB-O during a calendar year.

3.1.4. Patron members are those individuals or organizations who contribute at least $500 to ACB-O during a calendar year.

3.1.5. Any group of ten or more persons, at least 60 percent of whom are blind or visually impaired, may apply for membership. The Board of Directors must approve each application.

3.2. Voting:

3.2.1. All individual members at least eighteen years of age are eligible to vote. At least 60 percent of all voting members must be blind or visually impaired.

3.2.2. Non-voting members, those whose memberships are of the patron or corporate categories, are sustaining members, and are not restricted in regard to age, visual acuity, or in any other manner.

3.2.3. Each registered and properly identified voting member shall be entitled to one vote.

3.3. Dues:

3.3.1. Annual ACB-O dues may be paid to the Acb-O treasurer at any time during the year, but may not be prorated. However, for one to be eligible to vote at the ACB national convention or for one to be represented there by ACB-O, one's dues must be paid to ACB-O between the dates of its annual convention and February 15 following, so that the national assessment and membership information can be forwarded by March 15 to the national office.

3.3.2. The dues of an affiliate organization shall be per capita and paid by that organization's treasurer to the ACB-O treasurer.

3.3.3. The amount of all dues is as established in the ACB-O bylaws.

3.3.4. Suspension or expulsion: The proceedings for suspending or expelling any member must be initiated by a minimum of two members in good standing and directed to the executive committee. There must be sufficient cause for such strong action, and a majority vote of the board is necessary to bring such an issue to the ACB-Ohio convention floor. Suspension or expulsion can be confirmed only by a two-thirds vote of the convention members, including the defendant's vote.

4.0. ARTICLE 4: OFFICERS, BOARD, RIGHTS AND RESPONSIBILITIES:

4.1. BOARD: The officers, directors, past president, and the chapter representatives, each having one vote, constitute the ACB-O board of directors.

4.1.1. OFFICERS: The elected officers of this organization are a president, first vice president, second vice president, secretary, and treasurer.

4.1.2. DIRECTORS: There are eleven directors elected at-large to the board.

4.1.3. CHAPTER REPRESENTATIVES: Each affiliated chapter is entitled to elect or appoint one representative to the board.

4.1.4. PAST PRESIDENT: The immediate past president may serve in an advisory capacity to the board. In the event the immediate past president is unavailable to serve for his/her term on the board, the previous past president may serve in that position at the pleasure of the board.

4.2. EXECUTIVE COMMITTEE: The Executive Committee consists of the five elected officers, each of the five having one vote during Executive Committee sessions. The immediate past president may attend these proceedings at the pleasure of the committee to serve in an advisory capacity. The committee prepares agendas for board meetings and governs ACB-O between board meetings.

4.3. BOARD ACOUNTABILITY: The ACB-O Board of Directors conducts the affairs of the organization between conventions and is accountable for all of its actions and rulings ultimately to the membership. Therefore:

4.3.1. Rulings and actions of the Executive Committee are subject to review and amendment by the Board of Directors through a majority vote of the board.

4.3.2. Minutes of the meetings of the ACB-O Board of Directors shall be kept and shall be available at the earliest possible time to members of the board and, upon request, to any ACB-O member. All actions and rulings by the Board of Directors are subject to review and amendment by the membership in convention through a majority vote.

4.4. LIMITATION OF TERM OF OFFICE: No officer shall be elected for more than two consecutive terms, nor more than five consecutive years for a given position. No director shall serve more than three consecutive two-year terms, nor more than seven consecutive years. The restrictions on a consecutive number of terms held by an officer or board member may be waived for any given election by a majority vote of the membership at that annual business meeting.

4.5. QUALIFICATIONS: The following officers must be blind or visually impaired: the president, first vice president, one of the remaining three officers, and six of the eleven directors.

4.6. ELECTION OF OFFICERS: Officers and directors shall be elected by a majority vote at the annual business meeting. The president, second vice president, and treasurer shall be elected on even numbered years, and the first vice president and secretary shall be elected on odd numbered years. The eleven director positions shall be permanently assigned sequential numbers, one through eleven, with odd numbered positions elected on odd numbered years and even numbered positions on even numbered years.

4.7. FILLING OF VACANCIES: The board of directors is empowered to fill all vacancies of the officers and directors, so long as the required balance is maintained, that is, a majority of the board is blind or visually impaired. Affiliates shall fill their own vacancies.

4.8. ABSENCES FROM MEETINGS: Given that the Board manages the affairs of ACB-O between annual meetings and given that there are a minimal number of board meetings during the year with each member performing assigned duties, the absence of a board member from same can seriously reduce effectiveness of the Board. Thus, a board member must have good reasons for absences from meetings. Therefore:

4.8.1. A board member being absent from, or anticipating absence from a board meeting shall at the earliest opportunity, notify the presiding officer or the secretary, giving reasons for the absence.

4.8.2. If an elected board member has as many as two unexcused absences, or if it is determined that the member can no longer attend meetings, the Board shall, by majority vote, appoint a replacement. If the member is a chapter representative, the chapter shall be asked to make its best attempt to have representation at future meetings. All concerned parties shall be notified as to actions taken.

4.8.3. If an elected position on the Board has been filled by appointment, an election shall be held at the next annual meeting for that position, even if it is only to complete a partial term.

4.9. RECALL OF THE PRESIDENT: By a majority vote of the Board of Directors, the president can be removed from office. The first vice president shall assume all presidential duties and the second vice president shall advance to the position of first vice president with no replacement. If, for some reason, the first vice president cannot assume the presidency, the second vice president shall do so only if that second vice president meets the qualification of being legally blind in order to comply with Article 4.5 of this constitution. Otherwise, the whole of the Board shall elect an interim president from among the qualified elected board members. The interim president shall execute the duties of the office until the next annual meeting when an election shall be held to fill the office.

4.9.1. GROUNDS and procedure FOR REMOVAL OF THE PRESIDENT: A formal, written complaint shall be registered with the secretary, the complaint containing the signatures of at least six elected board members, the complaint charging that the president is not adequately executing, or cannot adequately execute the duties of the president. The secretary shall have confirmed communication with the Board by phone, email, and/or U.S. mail and, at the earliest possible time, convey the text of the complaint to the Board. The Board, as a whole, shall conduct a hearing at the next board meeting. If at least six of the elected board chooses, a special meeting of the whole can be held at the earliest possible time if a quorum at that meeting can be assured. The president being challenged shall be given at least fifteen days notice of the meeting and the opportunity to appear to present a defense. A majority vote of a quorum, a quorum having to include at least ten of the sixteen elected members, is required to remove the president.

4.10. COMPENSATION: Compensation for officers, directors, affiliates, or members shall be governed by Internal Revenue regulations for tax-exempt organizations, as stated in Article 9 of this constitution.

4.11. BOARD OF ADVISORS: An honorary sustaining board may be formed to supplement the official board. An honorary board would consist of supportive and successful persons from industry and other professional fields who can benefit the organization. It shall consist of no less than three and no more than ten individuals. The honorary board would be under the direction of the board of directors, and would act in an advisory capacity only. Members of such a board can be suggested by any member and then selected by the board of directors. A waiting list of such "screened and approved" individuals should be kept on file.

5.0. ARTICLE 5: POWERS AND DUTIES:

5.1. Any member in good standing may make and second motions, serve on committees, and be elected to office.

5.2. The board of directors shall determine the time and place of its meeting and the ACB-O annual convention.

5.3. Officers shall perform the customary duties of each office, as established by "Robert's Rules of Order," unless otherwise indicated in the bylaws.

5.4. The board shall be the governing body of this organization between conventions. It shall take no action opposing convention policy throughout the course of the year. If an emergency arises, however, action depends upon a three-quarters affirmative vote from the affiliates.

6.0. ARTICLE 6: ANNUAL BUSINESS MEETING: A regular meeting of the organization will be held each year at the annual convention. All those members present shall constitute a quorum.

7.0. ARTICLE 7: PROCEDURE: In the absence of provisions contained herein or in the bylaws, all business proceedings of this organization shall be governed by the most recent edition of "Roberts Rules of Order."

8.0. ARTICLE 8: AMENDMENTS:

8.1. Amendments to the constitution require a two-thirds majority vote at the annual meeting for approval. Amendments to the bylaws require a simple majority vote.

8.2. Proposed amendments shall be submitted in writing to the Constitution and Bylaws Committee which shall, in turn, inform affiliates and individual members at least two weeks prior to the annual convention. The newsletter may serve as this notice. Similar procedures shall be followed for resolutions and elections unless otherwise stated in the bylaws.

9.0. ARTICLE 9: TAX EXEMPTION: No part of the net earnings of the corporation shall inure to the benefit of or be distributable to its members, trustees, officers, or other private persons except that the corporation shall be authorized and empowered to pay reasonable and responsible compensation for services rendered, and to make payments toward the purposes set forth in Article 2. No substantial part of the activities of the corporation shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the corporation shall not participate in or intervene in any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities prohibited by (1) a corporation exempt from federal income tax under Section 501(C)(3) of the Internal Revenue Code, or (2) a corporation's contribution to which are deductible under Section 170(C)(2) of the Internal Revenue Code, or any corresponding future provisions.

10.0. ARTICLE 10: CORPORATE DISSOLUTION: Upon the dissolution of the corporation, the board of trustees shall, after paying or making provisions for the payment of all the liabilities of the corporation, dispose of all the assets of the corporation exclusively for the purpose of the organization or to other charitable organizations which qualify as tax exempt organizations under SECTION 501(c)(3) which benefit the community in the following ways:

10.1. To promote employment of blind or visually impaired persons;

10.2. To improve working conditions for blind or visually impaired persons;

10.3. To promote the advancement of blind or visually impaired persons;

10.4. To improve economic conditions for all blind or visually impaired persons;

10.5. To promote public awareness of the capabilities, aspirations, and needs of blind or visually impaired persons.

11.0. ARTICLE 11: RESTRICTION OF AMENDMENTS: So long as ACB-O remains an approved tax-exempt organization, Article 9 shall not be altered or abridged except to be made to comply to changes in state and/or federal tax law.

AMERICAN COUNCIL OF THE BLIND OF OHIO BYLAWS

1.0. ARTICLE 1: DUES: ACB-O members are also members of the national ACB through an annual assessment of $5.00 per member paid by ACB-O to the national organization. Dues may be paid to the Acb-O treasurer at any time in the year and may not be prorated. However, to be represented by ACB-O at the ACB national convention, one must pay dues to ACB-O between the dates of its annual convention and February 15 following, so that the national assessment and membership information can be forwarded by March 15 to the national office.

1.1. DUES FOR MEMBERS OF CHAPTERS: Chapters may levy dues in any amount acceptable to their members provided that $10 per member is forwarded to the ACB-O treasurer, $5 for ACB-O and $5 for the ACB national office.

1.2. DUES FOR MEMBERS AT-LARGE: Those who cannot attend meetings of chapters may join ACB-O as members at-large. Dues for members-at-large, those dues being paid directly to ACB-O, are $15, $10 for ACB-o and $5 for the ACB national office.

1.3. Sustaining members, as defined in article 3 of the constitution of this organization, shall be encouraged to make a financial contribution to the organization.

2.0. ARTICLE 2: DUTIES OF OFFICERS:

2.1. PRESIDENT: The president is the Chief Executive Officer of this organization, and shall preside at all board meetings and at the annual business meeting, appoint committees to the extent permitted by the constitution and bylaws, prepare and deliver an annual report to the annual business meeting, and serve in such other capacities as may be prescribed in the constitution and bylaws.

2.2. FIRST VICE PRESIDENT: The first vice president, in the absence of the president, shall perform the duties of the president and shall discharge such other duties and exercise such other powers as maybe conferred upon or delegated to the office of the first vice president by the president, the board, or the membership.

2.3. SECOND VICE PRESIDENT: The second vice president, in addition to duties customary for this office according to "Robert's Rules," shall assume all duties assigned by the president.

2.4. SECRETARY: The secretary of this organization, in addition to duties customary for this office, according to "Robert's Rules," shall furnish to the newsletter and to each local chapter, a summary of all official actions taken at the convention and at the meetings of the board of directors as soon as possible.

2.5. TREASURER: The treasurer of this organization, in addition to the duties customary for this office according to "Robert's Rules," shall forward to the national treasurer the annual dues and members' names not later than March 15 in accordance with the requirements of the ACB national office. The treasurer shall furnish a financial report at each meeting of the board of directors, and at the annual business meeting.

2.6. DIRECTORS: The directors shall discharge such duties and exercise such powers as may be conferred upon them or delegated to them by the president, the board, or the membership.

2.7. The board is the ultimate authority of the corporation and shall employ or dismiss personnel deemed necessary to implement the affairs of the corporation. Such personnel may include an executive director who shall work in cooperation with the board in all matters relating to the corporation.

2.7.1. EXECUTIVE DIRECTOR: The Executive Director shall serve at the pleasure of the Board of Directors, shall make reports at board meetings, and shall manage an office and support staff within the parameters of the ACB-O policy statement.

2.7.2. MEMBERSHIP COORDINATOR: A membership coordinator may be either a paid employee or an appointed board member who would maintain a record of certified voting members of each local chapter and of members-at-large. The Membership Coordinator would also be responsible for communicating with the national secretary to keep membership records current. In the event that the board does not appoint or the Executive Director does not hire a membership coordinator, this responsibility would then revert to the ACB-O secretary.

3.0. ARTICLE 3: CHAPTER MEMBERSHIP RECORDS: Each chapter shall forward all of its membership information and dues assessments to the ACB-O Executive Director’s office with updates being submitted no less often than on a quarterly basis.

4.0. ARTICLE 4: STANDING COMMITTEES: Committee participants need not be members of the board or chapter representatives. However, participants must be current ACB-O members in good standing.

4.2. BUDGET COMMITTEE: The board of directors may elect a committee of three persons which will recommend a budget for the ensuing calendar year. Once adopted by the board of directors, a budget cannot be altered except by a two-thirds vote of the board.

4.3. CONSTITUTION AND BYLAWS COMMITTEE: The constitution and bylaws committee shall consist of at least three persons.

4.4. CONVENTION PROGRAM COMMITTEE: ....

4.5. CONVENTION SITE COMMITTEE: ....

4.6. CREDENTIALS COMMITTEE: There may be a committee of credentials. The committee shall consist of the secretary, treasurer, and one other board member.

4.7. LEGISLATIVE COMMITTEE: The legislative committee shall consist of at least three members.

4.8. MEMBERSHIP COMMITTEE: The membership committee shall consist of a chairperson to be assisted by the rest of the board.

4.9. NOMINATING COMMITTEE: The nominating committee shall consist of three persons appointed by the president, the committee having no more than one person from any given affiliate.

4.9.1. The nominating committee shall not place any of its members on its proposed slate of nominees. However, members of the nominating committee are still eligible to be nominated from the convention floor.

4.9.2. The membership shall be informed of the slate of candidates, as proposed by the nominating committee, no less than two weeks prior to the election. Such notification via the newsletter may suffice provided that the newsletter reaches the membership at least two weeks prior to the convention.

4.10. RECREATION COMMITTEE: ....

4.11. SCHOLARSHIP COMMITTEE: The Scholarship Committee shall consist of a chair who shall consult with the president in the selection of however many members are deemed necessary to assist in selecting winners of the several scholarships in the charge of the committee.

4.12. Unless otherwise designated, the chairperson of each standing committee shall be appointed by the president. Board members must submit their committee choices in writing to the president within 30 days after election. The president will forward committee choices to the respective chairpersons. The chairperson of each committee shall appoint the members of that committee, subject to the approval of the executive committee. Board members will not be requested to serve on more than two committees at any one time, nor be assigned as chairperson of any more than one committee at any one time