Bylaws of the Capital City Council of the Blind
CONTENTS
ARTICLE I Offices
1.1 Registered Office and Registered Agent
1.2 Other Offices
ARTICLE II Purpose
ARTICLE III Members
3.1 Qualification
3.2 State Organization
3.3 Expulsion, Suspension, or Other Disciplinary Action
ARTICLE IV Dues
4.1 Amount
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
5.5 Notice
5.6 Waiver of Notice
5.7 Voting
5.8 Quorum
ARTICLE VI Board of Directors
6.1 Number and Powers
6.2 Change of Number
6.3 Vacancies
6.4 Regular Meetings
6.5 Special Meetings
6.6 Notice
6.7 Quorum
6.8 Waiver of Notice
6.9 Registering Dissent
6.10 Executive and Other Committees
6.11 Remuneration
6.12 Loans
6.13 Removal
6.14 Action by Directors with a Meeting
ARTICLE VII Officers
7.1 Designations
7.2 The President
7.3 Vice President
7.4 Secretary / Treasurer
7.5 Vacancies
7.6 Other Officers
7.7 Loans
7.8 Term – Removal
7.9 Bonds
ARTICLE VIII Depositories
ARTICLE IX Notices
ARTICLE X Indemnification of Officers, Directors, Employees and Agent
ARTICLE XI Books and Records
ARTICLE XII Amendments
ARTICLE I
OFFICES
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.
ARTICLE II
PURPOSE
The purpose of this organization is to promote opportunity, equality, and
independence for blind persons.
ARTICLE III
MEMBERS
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.
ARTICLE IV
DUES
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.
ARTICLE V
MEMBERS’ MEETINGS
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.
5.5 Notice.
(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.
ARTICLE VI
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.
ARTICLES VII
OFFICERS
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.
ARTICLE VIII
DEPOSITORIES
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.
ARTICLE IX
NOTICES
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.
ARTICLE X
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.
ARTICLE XI
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.
ARTICLE XII
AMENDMENTS
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
Attested:
Howard Ferguson, President
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