Capital City Council of the Blind Bylaws
ARTICLE I Offices
1.1 Registered Office and Registered Agent
1.2 Other Offices
ARTICLE II Purpose
ARTICLE III Members
3.2 State Organization
3.3 Expulsion, Suspension, or Other Disciplinary Action
ARTICLE IV Dues
4.2 State Organization
ARTICLE V Members’ Meetings
5.1 Meeting Place
5.2 Annual Meeting Time
5.3 Annual Meeting – Order of Business
5.4 Special Meetings
5.6 Waiver of Notice
ARTICLE VI Board of Directors
6.1 Number and Powers
6.2 Change of Number
6.4 Regular Meetings
6.5 Special Meetings
6.8 Waiver of Notice
6.9 Registering Dissent
6.10 Executive and Other Committees
6.14 Action by Directors with a Meeting
ARTICLE VII Officers
7.2 The President
7.3 Vice President
7.4 Secretary / Treasurer
7.6 Other Officers
7.8 Term – Removal
ARTICLE VIII Depositories
ARTICLE IX Notices
ARTICLE X Indemnification of Officers, Directors, Employees and Agent
ARTICLE XI Books and Records
ARTICLE XII Amendments
1.1 Registered Office and Registered Agent. The registered office of the corporation shall be located in the State of Washington at such place as may be fixed from time to time by the Board of Directors upon filing of such notice as may be required by law. The registered agent shall have a business office identical with such registered office.
1.2 Other Officers. The corporation may have other offices within or outside the State of Washington at such place or places as the Board of Directors may from time to time determine.
The purpose of this organization is to promote opportunity, equality, and independence for blind persons.
3.1 Qualification. The corporation shall have one class of members. The majority of members of this organization must be legally blind. Membership in this organization shall not be denied on account of race, color, national origin, age, sex orientation, martial status, religion, political ideology or physical, mental or sensory disability. Members shall consist of all persons who shall contribute the annual membership fee determined for a particular year by the corporation’s Board of Directors. Honorary members shall consist of those persons so designated by the Board of Directors. All membership fees and qualifications shall be determined by the Board of Directors on an annual basis. Each member shall be entitled to one vote on all matters submitted to a vote of the corporation’s members. Membership shall not be transferable.
3.2 State Organization. All members of the local Corporation shall automatically become members of the state organization with right to vote, present motions, speak on the floor, serve on committees and hold office, provided that they have paid their dues and are in good standing. The President of the state organization shall be an ex-officio member of this organization.
3.3 Expulsion, Suspension or Other Disciplinary Action. This corporation by two-thirds (2/3) vote of the members present and voting may expel, suspend or otherwise discipline any member for conduct inconsistent with the Constitution and/or policies established by the corporation, provided that the member named in the proposed action shall receive written notification of the action at least then (10) days prior to the next meeting, provided further that notice of the proposed action is announced at a previous meeting, and provided further that the member named in the proposed action shall receive a fair hearing with due process. Any member whose expulsion or suspension or any other disciplinary action is being considered, shall have the right to vote on the issue. There shall be no proxy voting on this issue.
4.1 Amount. The dues of the members shall be Ten Dollars ($10.00) per year, of which Six Dollars ($6.00) shall be forwarded to the Washington Council of the Blind. The dues may be increased or decreased by the Board of Directors.
4.2 State Organization. Annually or by February 1 this corporation shall provide a mechanism for a its members to pay dues to the state organization by paying the dues to the local corporation which dues will then be forwarded to the state organization along with a list of the names and addresses of the local chapter members. As new members enter the local corporation, their names, addresses, and dues shall be sent, without delay, to the state organization. Copies of all amendments to the Articles and Bylaws of this chapter shall be sent, without delay, to the President of the state organization. This corporation may pay the state dues of its members. Members who are not affiliated with the local corporation or who choose to pay their dues directly to the state organization must do so on or before January 1 of each year. No member shall be delinquent who has paid his or her dues on or before February 1.
5.1 Meeting Place. All meetings of the members shall be held at the registered office of the corporation, or at such place as shall be determined from time to time by the Board of Directors, and the place at which any such meeting shall be held shall be stated in the Notice of the Meeting. The corporation may hold regular monthly meetings.
5.2 Annual Meeting Time. The annual meeting of the members for the transaction of such business as may properly come before the meeting, shall be held each year on the third (3rd) Saturday in November at the hour of 1:00 p.m. if not a legal holiday, but if such day is a legal holiday then the next business day at the same hour.
5.3 Annual Meeting – Order of Business. At the annual meeting of members, the order business shall be as follows:
(a) Calling the meeting to order; (b) Proof of notice of meeting (or filling of waiver); (c) Reading of minutes of last annual meeting; (d) Reports of officers; (e) Reports of committees; (f) Miscellaneous business
5.4 Special Meetings. Special meetings of the members for any purpose may be called at any time by the President or Board of Directors.
(a) Notice of the time and place of the annual meeting of members and of regular meetings other than the annual meeting shall be given by delivering personally or by mailing a written or printed notice of the same, at least ten (10) days, and not more than fifty (50) days, prior to the meeting.
(b) At least ten (10) days and not more than fifty (50) days prior to a meeting, written or printed notice of each special meeting of members, stating the place, day, and hour of such meeting, and the purpose or purposes for which the meeting is called, shall be delivered personally or mailed.
5.6 Waiver of Notice. A waiver of any notice required to be given any member, signed by the person or persons entitled to such notice, whether before or after the time stated therein for the meeting, shall be equivalent to the giving of notice.
5.7 Voting. A member shall vote in person.
5.8 Quorum. Five (5) members or twenty percent (20%) of the membership, whichever if greater, must be present to constitute a quorum to transact business at any meeting.
BOARD OF DIRECTORS
6.1 Number and Powers. The management of all the affairs, property, and interests of the corporation shall be vested in a Board of Directors consisting of five (5) persons. Directors must be members. In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and do all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws directly or required to be exercised or done by the members of the corporation.
6.2 Change of Number. The number of directors may at any time be increased or decreased by amendment of these Bylaws, but no decrease shall have the effect of shortening the term of any incumbent Director.
6.3 Vacancies. Vacancies of the Board of Directors, whether caused by resignation, death or otherwise, may be filled by the affirmative vote of a majority of the remaining directors even though less than a quorum of the Board of Directors. A director elected to fill any vacancy shall hold office for the unexpired term of his or her predecessor and until a successor is elected and qualified.
6.4 Regular Meetings. Regular meetings of the Board of Directors may be held at the registered office of the corporation or at such other place or places, either within or without the State of Washington, as the Board of Directors may from time to time designate. The annual meeting shall be held without notice at the registered office of the corporation, at 1:00 p.m. on the third (3rd) Saturday of November each year, or at such time and place as the Board of Directors shall designate by written notice. In addition to the annual meeting, there shall be regular meetings of the Board of Directors held, with proper notice, not less frequently than once each calendar quarter.
6.5 Special Meetings. Special meetings of the Board of Directors may be called at any time by the President or upon written request by any two (2) directors. Such meetings shall be held at the registered office of the corporation or at such other place as the directors my from time to time designate.
6.6. Notice. Notice of all special meetings of the Board of Directors (and all regular meetings other than the annual meetings to be held at the place time designated in Section 4.4) shall be given to each director by three (3) days’ prior service of the same by telegram, by letter, or personally. Such notice need not specify the business to be transacted at, nor the purpose of, the meeting.
6.7 Quorum. A majority of the whole Board of Directors shall be necessary and sufficient at all meetings to constitute a quorum for the transaction of business.
6.8 Waiver of Notice. Attendance of a director at a meeting shall constitute a waiver of notice such meeting, except where a director attends for the express purpose of objecting the transaction of any business because the meeting is not lawfully called or convened. A waiver of notice signed by the director or directors, whether before or after the time stated for the meeting, shall be equivalent to the giving of notice.
6.9 Registering Dissent. A director who is present at a meeting of the Board of Directors at which action on a corporate matter is taken shall be presumed to have assented to such action unless the director shall file a written dissent or abstention to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered mail to the Secretary of the corporation immediately after the adjournment of the meeting. Such right to dissent or abstain shall not apply to a director who voted in favor of such action.
6.10 Executive and Other Committees. The Board of Directors may appoint, from time to time, from the membership, standing or temporary committees consisting which shall include no fewer than one (1) director on each such committee. Such committees may be vested with such powers as the Board may determine by resolution passed by a majority of the full Board of Directors. No such committee shall have the authority of the Board of Directors in reference to amending, altering, or repealing these Bylaws; electing, appointing, or removing any member of any such committee or any director or officer of the corporation; amending the Articles of Incorporation; adopting a plan of merge or adopting a plan of consolidation with another corporation; authoring the sale, lease, or exchange of all or substantially all of the property and assets of the corporation other than in the ordinary course of business; authoring the voluntary dissolution or the corporation or adopting a plan for the distribution of the assets of the corporation; or amending, altering, or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered, or repealed by such committee. All committees so appointed shall keep regular minutes of the transactions of their meetings and shall cause them to be recorded in books kept for the purpose in the office of the corporation. The designation of any such committee and the delegation of authority thereto, shall not relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
6.11 Remuneration. No stated salary shall be paid directors, for their services, but by resolution of the Board of Directors, expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board. Members of special or standing committees may be allowed expenses of attendance of such committee meetings.
6.12 Loans. No loans shall be made by the corporation to any director.
6.13 Removal. Any director may be removed at any time, with or without cause, by the affirmative vote of two-thirds (2/3) of the votes cast by members having voting rights with regard to the election of any director represented in person at a meeting of members at which a quorum is present.
6.14 Action by Directors with a Meeting. Any action required or permitted to be taken at a meeting of the directors, or of a committee thereof, may be taken without a meeting by a written consent setting forth the action so to be taken, signed by all of the directors, or all the members of the committee, as the case may be, before such action is taken. Such consent shall have the same effect as a unanimous vote. Any such action may also be ratified after it has been taken, either at a meeting of the directors or by unanimous written consent.
7.1 Designations. The officers of the corporation shall be President, Vice President, and Secretary/Treasurer. All officers shall be elected for terms of two years by the members. Such officers shall hold office until their successors are elected and qualified. Any two or more offices may be held by the same person, except the offices of President and Secretary. No officer shall serve more than two consecutive full terms in the same office. The President and the Vice President must be blind. All terms of office shall begin on January 1 of each year.
7.2 The President. The President shall preside at all meetings of the Board of Directors, shall have general supervision of the affairs of the corporation, and shall perform such other duties as are incident to the office or are properly required by the President by the Board of Directors.
7.3 Vice President. During the absence of the President, the Vice President shall exercise all the function of the President. The Vice President shall have such powers and discharge such duties as may be assigned to him or her from time to time by the Board of Directors.
7.4 Secretary. The Secretary shall issue all notices for all meetings except for the notices of special meetings of the members and the Board of Directors which are called by the required number of directors, shall keep minutes of all meetings, shall have charge of the corporation books, and shall make such reports and perform such other duties as are incident to the office, or are properly required by the Secretary by the Board of Directors.
7.5 Treasurer. The Treasurer shall have the custody of all monies and securities of the corporation and shall keep regular books and accounts. The Treasurer shall disperse the funds of the corporation in payment of the just demands against the corporation or as may be ordered by the Board of Directors and shall render to the Board of Directors from time to time as may be required, an account of all transactions undertaken as Treasurer and of the financial condition of the corporation.
7.6 Vacancies. Vacancies in any office arising from any cause shall be filled by an election of the membership for the remainder of the term.
7.7 Other officers. The Board of Directors may appoint such other officers or agents as it shall deem necessary or expedient, who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
7.8 Loans. No loan shall be made by the corporation to any officer.
7.9 Term – Removal. The officers of the corporation shall hold office until their successors are chosen and qualified. Except as specifically provided in the foregoing, no officer may be appointed and no officer may be removed other than by vote of the membership at the regular monthly meeting. The organization may remove any officer at any meeting thereof, provided that the removal of an officer shall require a two-thirds (2/3) affirmative vote of the members present and voting. At least ten (10) days notice shall be required prior to such action. As in the case removal from membership, a fair hearing with due process shall be observed. If any officer be so removed, a replacement may be elected by majority vote as in the case of regular election.
7.10 Bonds. The Board of Directors may, by resolution, require any and all officers to provide bonds to the corporation, with surety or sureties acceptable to the Board, conditioned for the faithful performance of the duties of their respective offices, and to comply with such other conditions as may from time to time be required by the Board of Directors.
The monies of the corporation shall be deposited in the name of the corporation in such bank or banks or trust company or credit union as the Board of Directors shall designate, and shall be drawn from such accounts only by check or other order for payment of money signed by such person, and in such manner, as may be determined by resolution of the Board of Directors.
Except as may otherwise be required by law, any notice to any member or director may be delivered personally or by mail. If mailed, the notice shall be deemed to have been delivered when deposited in the United States mail, addressed to the addressee at his or her last known address in the records of the corporation, postage prepaid.
INDEMNIFICATION OF OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS
The corporation shall indemnify its officer, directors, employees and agents to the greatest extent permitted by law. The corporation shall have power to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee, or agent of the corporation or who is or was serving at the request of the corporation as an officer, employee or agent of another corporation, partnership, joint venture, trust, other enterprise, or employee benefit plan, against any liability asserted against such person and incurred by such person in any such capacity or arising out of any status as such, whether or not the corporation would have the power to indemnify such person against such liability under the provisions of the Article.
BOOKS AND RECORDS
The corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its Board of Directors; and shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of its directors, giving the names and addresses of all directors.
The Board of Directors shall have power to make, alter, amend, and repeal the Bylaws of this corporation, provided, that the Board will not approve any such alternation, amendment, or repeal that would adversely impact the rights of members unless such alteration, amendments, or repeal shall first have received the approval of two-thirds (2/3) of the members.
ADOPTED by resolution of the corporation’s Board of Directors on 18th day of October 2000.
Denise Colley, Secretary
Howard Ferguson, President