Constitution

AS AMENDED NOVEMBER 21, 2017

Article I: Name

1.0. The name of this organization is the American Council of the Blind of Ohio, hereinafter known as ACBO.

Article II: Affiliation

2.0. The American Council of the Blind of Ohio is an independent 501(C)(3) affiliate of the national organization of the American Council of the Blind (ACB) and subscribing to its mission. ACBO interprets that mission as being the quest for advancement of blind and visually impaired people in their equal accessibility to information, technology, education, employment, public facilities, transportation, and all other consideration so commonly enjoyed by other Americans.

Article III: Purpose

3.0 Purpose: The purpose of the ACBO is to promote the quality and equality of life for blind and visually impaired Ohioans.

3.1. by providing a forum for the views of blind and visually impaired persons through publications, conventions, seminars, etc;

3.2. 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 religious consideration;

3.3. 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;

3.4. by working in close cooperation on programs of mutual interest with public and private organizations of and for blind and visually impaired persons;

3.5. by conducting educational programs, both for blind and visually impaired persons, and for the general public, which focus on improved understanding of capabilities and aspirations of blind and visually impaired persons;

3.6. 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.

Article IV: Meetings

4.0. Minimally, this corporation shall hold an annual membership meeting in conjunction with its annual convention as well as four quarterly board of directors meetings during the year, all scheduled by the president in consultation with the board and the Convention Committee.

4.1. Annual Business Meeting: The annual business meeting is for the purpose of reporting to the membership on corporation finances, events during the year, board activities for the year and corporate policies. At the annual meeting, the membership assembled shall elect board members and vote on the corporation’s business and policies.

4.2. One of the four board meetings shall be held immediately prior to the annual convention for the purpose of finalizing business before the annual meeting. There may be an additional post convention meeting in the final hours of the convention to finalize business for the year after actions taken at the annual meeting.

4.3. Special meetings of the corporation or the board of directors may be called at any time the president and/or the board deems such necessary. The president shall notify all board members, chapter Presidents, and any others specifically concern, of the date, time and place of the special meeting at least ten days in advance of such meeting. In the case of a full meeting of the corporation, at least a 30 day notice to the membership is required.

4.4. A verifiable affirmative majority vote of the board is necessary for such action. A vote by telephone will suffice.

4.5. Procedure: In the absence of provisions contained herein or in the bylaws, all proceedings of this corporation shall be conducted according the most recent edition of “Roberts Rules of Order.”

Article V: Supreme Authority

5.0. The membership of the American Council of the Blind of Ohio in Convention assembled shall be the supreme authority of this corporation. No provision of this Constitution shall be construed so as to diminish the authority of the Convention to act as the supreme authority of the American Council of the Blind of Ohio.

Article VI: Membership

6.0. Any person at least eighteen years of age and interested in promoting the goals and purposes of ACBO, upon the payment of dues to the corporation, may become a voting member of it and also the national ACB through the appropriate payment of dues by ACBO to the national ACB.

6.1. There are 2 types of voting members: chapter members and members at-large.

6.1.1. Chapter Members: Chapter members are individuals who actively participate in activities of an ACBO chapter and pay dues to it.

6.1.2. Member At-large: A member at-large is one who is unable, for various reason, such as travel restrictions, to actively participate in meetings of a chapter. That member may pay dues directly to the ACBO office and become a member at-large.

6.2. Member In Good standing: A member in good standing is one whose dues are current and who has no outstanding debts with ACBO.

6.3. Any individual at least 18 years of age and a member in good standing with ACBO may serve on committees and is eligible to serve on the board of directors.

However, one must be a member in good-standing and member of record on the ACBO membership roster at least 30 days prior to an annual meeting in order to make and second motions and vote at that meeting.

6.4. If for some reason a member falls in arrears with payments to ACBO, that member will lose the privileges as designated in article 6.3 of this constitution until some agreement between the member and the executive director is reached. The treasurer and/or president shall have knowledge of the situation and may choose to intervene. If such a situation occurs between a member and a chapter, it is the responsibility of the chapter to work out a solution. ACBO shall not intervene in such chapter business except that ACBO membership dues shall be paid.

Article VII: Chapter Affiliation

7.1. Any organized group of ten or more individuals, a 60% majority of whom are legally blind, may apply for affiliation as a chapter of the American Council of the Blind of Ohio.

7.2. Chapters are not necessarily required to hold Ohio incorporation or an IRS 501(C)3. However, if a chapter does indeed possess such, that should be indicated at time of request for chapterhood and at each annual reporting to ACBO.

7.3. To apply to be a chapter with the American Council of the Blind of Ohio, the group requesting affiliation shall submit to the ACBO secretary a copy of its Constitution and Bylaws and a list of the names and addresses of its members. The officers of the group shall be indicated on the list along with appropriate contact information. The dues assessment for the membership shall be required at the time of the granting of the chapter’s charter. If the Board of Directors approves the chapter, the chapter has attained the status of chapter in good standing and will be announced in the next newsletter and by the corporate email list. All information received by the secretary shall then be forwarded to the appropriate individuals and committees of ACBO.

7.4. If a chapter falls short of compliance with certain requirements, its charter and any chapter privileges will be suspended until the situation is remedied. All members of such a chapter shall retain their privileges of membership in ACBO, but shall be changed to Members at-large until the situation is remedied. These conditions causing suspension are as follows:

7.4.1. Any chapter not retaining at least ten members for two consecutive years shall be deemed inactive and shall lose its charter.

7.4.2. A chapter shall not remain an affiliate of ACBO unless at least 60 percent of its membership is legally blind.

7.5. If it is determined a chapter is no longer in compliance with conditions required of chapters, a two thirds majority vote at a board meeting shall suspend its charter. A two-thirds majority vote of the board can reinstate the suspended charter. Then the chapter shall be returned to the status of “chapter in good standing”.

7.6. The ACBO president shall be an ex officio member of each chapter.

7.7. Each chapter shall notify the executive director of election results in writing after each chapter election or after any change of officers at the earliest possible time.

7.8. Each chapter shall collect and forward the annual dues assessment for its members, along with a full listing of those members, to the ACBO executive director by February 15 if those members are to be eligible to vote at, or are to have representation at the ACB national convention. The dues structure is specified in the ACBO bylaws.

7.9. A chapter in good standing may appoint one of its members to represent it at board meetings. However, a chapter shall not have such representative on the board if one or more of its members are already elected to the board.

7.10. Each chapter of the American Council of the Blind of Ohio is an independent entity unto itself except for membership requirements, dues assessments to ACBO, and compliance with the ACB mission as stated in the ACBO constitution.

7.11. The Constitution of each chapter shall provide that upon its dissolution, liquidation, or abandonment, the property of the chapter shall not inure to the benefit of any person but, unless otherwise stipulated in accordance with the laws of the State of Ohio shall, after providing for the chapter’s debts and obligations, be distributed to the American Council of the Blind of Ohio.

Article VIII: Voting

8.0 All chapter members or members at-large (at least 18 years of age) whose dues are current are entitled to one vote at the annual meeting. At least 60 percent of all of the ACBO voting members must be legally blind or visually impaired.

8.1. Each registered and properly identified voting member satisfying the specifications of article 6.3 of this constitution shall be entitled to vote at ACBO’s annual meetings.

8.2. Elections shall be by secret ballot. A voice vote may be taken if there is only one candidate.

8.3. Floor votes at annual meetings on issues other than the election shall be by voice. Secret ballot on an issue shall be required if there is a majority voice vote to do so.

8.4. Voting by proxy shall be prohibited.

Article IX: Dues

9.0. Annual ACBO dues may be paid to the ACBO Executive Director at any time during the year, but may not be prorated.

9.1. The amount of all dues is as established in the ACBO bylaws.

9.2. Dues of chapter members shall be paid in their behalf by their respective chapters to the ACBO executive director.

9.3. Members at-large shall pay their dues directly to the office of the executive director or to anyone collecting dues in behalf of the executive director.

9.4. For one to be eligible to vote at or to be represented by ACBO at the ACB national convention, dues must be paid by February 15th.

Article X: Board of Directors

10.0. Composition: The board of directors consists of five officers and eleven directors elected at large by the membership assembled in convention.
If a chapter has no representation on the board of directors through an elected member, that chapter may elect or appoint one of its own members to serve on the board with the same rights and restrictions of an elected board member. Each member has one vote at board meetings. The immediate past president serves in an advisory capacity on the board. To be elected to and hold a position on the board, one must be a member in good standing as specified in Article 6.3 of this constitution. To be elected to the position of officer, one must be a member in good standing at least six months prior to the election.

10.1. Qualifications: The following board members must be blind or visually impaired: the president, the first vice president, the second vice president, and at least six of the eleven directors.

10.2. Board Accountability: The ACBO Board of Directors conducts the affairs of the corporation between convention and board meetings and is accountable for all of its actions and rulings ultimately to the membership assembled in convention.

10.3. Executive Committee: The Executive Committee of this corporation consists of the president, first vice president, second vice president, secretary, and treasurer, each of the five having one vote during Executive Committee sessions.

10.4. The president of the corporation shall serve as Chair of the Board of Directors and of the Executive Committee.

10.5. Rulings and actions of the Executive Committee are subject to review and amendment by the Board of Directors as a whole, amendment being through a majority vote of the board as a whole.

10.6. To serve on the board, all shall be required to sign and then abide by the corporation’s confidentiality statement and conflict of interest statement. If a board member violates the terms of these documents, resignation of that board member shall be required immediately and another qualified person shall be appointed to that position at the earliest possible time. Board members violating confidentiality or conflict of interest may be subject to legal action.

Article XI: Board of Directors Term of Office

11.0. Election of Board Members: Officers and directors shall be elected at-large to 2 year terms by a majority vote at the annual business meeting.

11.1. 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.

11.2. 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. It is the responsibility of the secretary and the Nominating Committee chair to see that The number assignment to board position shall be strictly maintained to insure close tracking and compliance with term length requirements through elections from year to year.

11.3. All voting members who are in good standing and who are not employed by the American Council of the Blind of Ohio shall be eligible to be elected to board position.

11.3 Individuals satisfying the specifications of article 6.3 of this constitution and not employed by ACBO may be eligible for election to or interim appointment to board position.

11.4. Limitation of Term of Office: No officer shall serve more than two consecutive two-year terms, nor for more than five consecutive years for a given position. No director shall serve more than three consecutive two-year terms, nor for 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 special majority vote of the membership at that annual business meeting.

11.5. An officer or director who has become term limited in a given position on the board shall not hold that position for at least one term before running again for that same position.

11.6. Filling of Vacancies: The president in consultation with the board is empowered to fill any vacancies of the officers and directors, so long as the required balance is maintained, that is, 3 of the 5 elected officers and 6 of the 11 directors are blind or visually impaired. Appointments shall be effective immediately. Chapters shall fill their position of chapter representative as needed.

11.7. 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.

11.8. Absences From Meetings: Given that the Board manages the affairs of ACBO 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.

11.8.1. 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.

11.8.2. 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 may appoint a replacement if it chooses. All concerned parties shall be notified as to actions taken by the board at the earliest possible time.

11.9. Recall of the President: By a majority vote of the Board of Directors, the president can be removed from office for serious reason such as unexcused or numerous absences, or failure to satisfactorily perform duties or responsibilities of that office. The first vice president shall assume all presidential duties and the second vice president shall advance to the position of first vice president respectively (with no replacement) until the next regularly scheduled Convention at which time the office of President shall be filled by election. After the election the First and Second Vice Presidents shall resume their respective duties except in the event that one or the other should be elected to another board position. In such case the vacated position shall be filled by election at the same Convention. A President so removed shall not serve as immediate past President.

11.9.1. 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, cannot adequately execute, or is improperly executing 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 scheduled 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 two thirds vote of the board is required to remove the president from office.

Article XII: Duties of Board of Directors

12.0. Except as otherwise provided in this Constitution or in the Bylaws, the duties of the officers and directors of the American Council of the Blind of Ohio shall be those customarily associated with their respective offices as established by the current “Robert’s Rules of Order,”.

12.1. The Board of Directors shall be the policy making body of the corporation between Conventions. It shall advise the president and approve policy decisions. It shall have charge of affairs of the corporation between Conventions with respect to matters not otherwise within the responsibilities of the president as set forth in this Constitution and Bylaws.

12.2. Two thirds of the Board of Directors must be present and voting in order to constitute a quorum and shall be required at any meeting in which any corporation business is conducted.

12.3. The Board of Directors may be polled by email or by telephone conference call. So long as it is verifiable that at least two-thirds of the board participated, it may be acceptable as official board business.

12.4. The president is the spokesman of ACBO and may represent the organization when dealing with the public or other concerns. The executive director may serve as the spokesman in consultation with the president. The president may appoint another to assume this responsibility if that becomes necessary. The president shall seek counsel from the executive committee and/or the board of directors concerning matters that may have serious or long term ramifications for the corporation.

12.5. The president is the presiding Officer of this corporation, 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 meeting, and serve in such other capacities as may be prescribed in the constitution and bylaws.

12.6. The president, as the executive of this corporation, has the charge of managing the daily business of the corporation and to hire and fire employees. However, an executive director may be employed by and is responsible to the president and board to assume the execution of these duties. The president may intervene at any time if it is deemed there is some matter requiring immediate attention, or if the executive director cannot perform the duties of that position.

12.7. The president, with the concurrence of the board, may select a member of ACBO who may serve as Parliamentarian at corporation meetings and whose decisions respecting parliamentary processes shall be final except that at no time shall a ruling of the Parliamentarian take precedence over the Supreme Authority of the Convention. Members of the board of directors shall not be barred from serving as Parliamentarian.

12.8. ACBO corporate funds shall be deposited in a bank(s) to be chosen by the president and the treasurer.

12.9. Treasurer: The treasurer is ultimately responsible for the finances of this corporation and shall have full knowledge of all of its accounts and funds. therefore, the treasurer shall give periodic financial reports at board meeting and at the annual meeting. If the treasurer receives a request from the president or a board member for a financial report, the treasurer shall respond within 30 days.

12.10. All financial obligations of the ACBO shall be discharged by check issued under the direction of the Executive Director as a matter of daily business. If the executive director should become incapacitated or otherwise unavailable, or if the treasurer deems it necessary to intervene, the treasurer shall assumes the responsibility immediately. If the treasurer and executive director are not available, the president then assumes responsibility immediately. There shall be a clear audit trail in all transactions.

12.11. The executive director, the treasurer, and the president all have signature rights to the corporation’s checking and savings accounts and, as a matter of control and account auditing, all have authority to review these accounts. All having access to the corporate accounts shall be bonded at the expense of ACBO.

12.12. On or before January 1 of each year, the Membership Committee and/or the executive director shall notify chapters and members at-large that dues and full membership information must be submitted to the executive director before February 15. Members and chapters shall have all membership updates to the executive director no less than 30 days prior to the convention , at which time, the final list shall be forwarded to the Membership Committee for the purposes of the annual convention.

12.13. 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 by the president, board, or membership according to the current “Robert’s Rules,”.

12.14. Second Vice President: The second vice president, in addition to duties customary for this office according to current “Robert’s Rules,” shall assume all duties assigned by the president.

12.15. Secretary: The secretary of this corporation, in addition to duties customary for this office according to current “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.

12.16. Minutes of the meetings of the ACBO Board of Directors shall be kept and archived and shall be available at the earliest possible time to members of the board and, upon request, to any ACBO member. All actions and decisions of the Board of Directors along with a record of motions including financial issues shall be recorded and archived by the secretary for future reference and audits.

12.17. Directors: There are eleven directors elected at-large to the board. The directors shall discharge such duties and exercise such powers as may be conferred upon them or delegated to them by the constitution or bylaws, president, the board, or the membership.

12.18. Past President: The immediate past president may serve in an advisory capacity to the board and may attend board meetings at the pleasure of the board.

12.19. Executive Director: The executive director of the ACBO shall be in charge of the management of ACBO’s daily affairs and shall have the authority to hire and fire staff. However, the executive director is ultimately accountable to the board of directors with the president as its leader. Professional staff is subject to review and may be terminated by the board assembled or by the Executive Committee in the absence of the board.

12.20. Compensation: Compensation for officers, directors, affiliates, or members shall be governed by Internal Revenue regulations for tax-exempt organizations.

Article XIII: Amendments

13.1. 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.

13.2. Amendments passed during an ACBO annual convention become effective at the conclusion of that convention.

13.3. Proposed amendments shall be submitted in writing to the Constitution and Bylaws Committee which shall, in turn, inform affiliates and individual members at least four weeks prior to the annual convention. The newsletter may serve as this notice so long as it reaches the membership at least four weeks prior to the convention.

13.4. So long as ACBO remains an approved tax-exempt organization, Article XIV shall not be altered or abridged except to be made to comply with changes in state and/or federal tax law.

Article XIV: Tax Exemption

14.0. Nonprofit Provision: Notwithstanding the terms set forth in any other article or articles of this ACBO Constitution, or in the Bylaws attached thereto, the following provisions shall hold true:

14.1. ACBO shall not engage in any activities prohibited by federal laws:
Section 501(C)(3), of the Internal Revenue Code for organizations exempt from federal income tax, or
Section 170(C)(2), or any corresponding future provisions of the Internal Revenue code, for organizations to which contributions are tax deductible.

14.2. None of the principal activities of ACBO shall include the dissemination of political propaganda or otherwise be intended to influence legislation.

14.3. ACBO shall not participate in, or intervene in any political campaign on behalf of any candidate for public office.

14.4. Except for the payment of reasonable compensation for services rendered or in the furtherance of the purposes set forth in Article 3 of this Constitution, no part of the net income received by ACBO shall inure to the benefit of, or be distributable to any of its members, officers, or to any other private person or persons.

Article XV: Corporate Dissolution

Governmental laws for tax exempt donations: Upon the dissolution of the organization, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the organization, dispose of all of the assets of the organization exclusively for the purposes of the organization in such manner or to such organizations or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization or organizations under Section 501 (C) (3) of the Internal Revenue Code or any corresponding provision of future United States Internal Revenue law) as the Board of Trustees shall determine. Any such assets not so disposed of will be disposed of by the Court of Common Pleas of the county in which the principal office of the organization is then located, exclusively for such purposes or to such organization or organizations, as said court shall determine, which are organized and operated exclusively for such purposes.