By-laws

Of

The Cabell-Wayne Association of the Blind, INC.

 

(To be referred to hereafter as the “Association”.)

 

 

 

 

Revised
August 20, 2019

 

 

By-laws Preamble

We the blind, of Cabell and Wayne counties, bind ourselves to the cause of exploring, expanding, and exploiting our abilities as free and equal citizens. We pledge our efforts to the accomplishment of those, social, economic, and educational goals in our best interest; thus, enlightening the sighted world by our full participation in the larger society. We are the blind, speaking for ourselves. Relying upon each other for the accomplishment of those goals defined for ourselves, by ourselves. The purposes we set for ourselves include, but are not limited to:

Identify and enroll the blind and severely visually impaired of Cabell and Wayne counties; provide reasonable transportation for the blind in the two counties; provide practical education in adaptive living and safety skills; promote independence through orientation and mobility skills; establish a workshop incorporating a sheltered environment, as well as a training program for those who are able to enter into competitive employment; award scholarships for college and vocational training; promote sight conservation; support active participation in arts and recreation programs; make available and train in the use of adaptive computer technology; collect and disseminate information of interest to the blind; encourage social integration through support and counseling; and discover and evaluate the unfulfilled needs of the blind community. We shall be the leading advocates of those persons suffering substantial vision loss. We will strive for a quality of opportunity through appropriate activities and programs that reaffirm the rights, needs and abilities of those persons who are blind.

 

 

By-laws

Of the

Cabell-Wayne Association of the Blind, Inc.

 

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Article 1- Name

Section 1.

The name of this chartered non-profit corporation is Cabell-Wayne Association of the Blind, Inc.

Section 2.

To be referred to hereafter as the “Association”.

 

 

 

Article II – Membership

 

Section 1. Members:

(See Charter, Page 2, IV) This must be confirmed by a statement from an ophthalmologist, optometrist, or other evidences.

Section 2. Associate Members:

(See Charter, Page 2, IV, Paragraph 2)

Section 3.

The Association shall present to the members and associate members a life membership program.

(See Article III, Section 5, of these By-laws.)

Section 4.

The members of the Association shall have the right to bestow an honorary life membership on those members who have contributed or performed a notable or outstanding service to or for the Association.

Section 5.

The members of the Association shall have the right to bestow an honorary associate life membership on those sighted persons who have contributed or performed a notable or outstanding service to or for the Association.

Section 6.

A member or an associate member must be at least eighteen (18) years of age and must be twenty-one (21) years of age to hold office in the Association.

Section 7.

The Association shall have the right to grant an Emeritus Membership to a member who can no longer actively contribute to the Association due to physical incapacity or other extenuating circumstances. Annual dues and attendance at monthly meetings, special meetings, and elections will be waived.

Section 8.

If an Association member misses more than 3 meetings in a calendar year, then membership may be subject to suspension at the President’s discretion.

 

 

 

Article III – Dues

Section 1.

The Association shall establish the amount of the annual dues to be paid by the members and the associate members.

Section 2.

The annual dues shall be due and payable thirty (30) days prior to the first day of the following calendar year.

Section 3.

A member or an associate member that is delinquent in the payment of their annual dues for sixty (60) days shall be automatically dropped from the roll of membership.

(See Article VII, Section 7, of these By-laws.)

 

Section 4.

A member that is delinquent in the payment of his or her dues shall not have the right  to vote at a meeting or election until his or her dues are paid in full; however, under no circumstances shall such delinquent dues be accepted on the date or time of an election.

 

Section 5.

The Association shall establish the amount of the dues to be paid by the members and associate members participating in the life membership program. A member or an associate member participating in the life membership program may have twelve (12) months in which to pay his or her life membership dues. These payments must be completed within the year in which they have begun.

 

 

 

 

Article IV – Meetings

Section 1.

The annual meeting of the Association shall be held in November of each year at which time elections will be held. The Association shall also have the right to call a monthly meeting.

Section 2.

The President or five (5) members of the Association may call a special meeting of the members of the Association after giving advance notice of seven (7) days by letter or telephone. Only those matters stated in the Notice of the meeting may be discussed and voted upon at such special meeting.

Section 3.

To establish a quorum at the meeting or elections there must be twenty-two (22) members of the association present.

Section 4.

A meeting of the Board of Directors of the Association shall be held monthly or every two months as determined by the President. Six (6) members of the Board of Directors must be present to establish a quorum.

 

Section 5.

Any member of the Association may be present at any regularly scheduled Board meeting after giving advance notice of seven (7) days by letter or telephone to the President of the Board. The notice should also include any business that the member wants to be placed on the agenda of the meeting.

Section 6.

The chairperson or three (3) members of the Board of Directors may call a special meeting after giving advance notice of seven (7) days by letter or telephone. Only those matters stated in the notice of the meeting may be discussed and voted upon at such special meeting of the Board of Directors.

 

 

 

Article V – Elections

Section 1.

The election of officers and Board of Directors shall be held at the annual meeting in November of each year, and the newly elected officers and Board of Directors shall assume their duties on the first day of the calendar year following such election.

Section 2.

The President, Vice President, Secretary, and Treasurer shall be elected every three years.

Section 3.

Regular members of the Board of Directors shall be elected annually, as needed, for terms of four (4) years each.

Section 4.

A member or an associate member nominated for an office in the Association must be present at the annual meeting and election to accept said nomination.

 

 

Article VI – Voting Procedure

Section 1.

Each member of the Association shall be given the right to vote by acclamation such as “yea” or “nay”. On motions not requiring a second, any member of the Association may call for a roll call vote. The members may vote by a printed ballot; however, when voting by a printed ballot, the President shall appoint sighted persons to assist the members in voting and counting the printed ballots when assistance is needed. A member shall not vote by proxy and must be present to vote.

Section 2.

The President shall vote only when the vote of members is tied.

Section 3.

The chairperson of the Board of Directors shall vote only when the vote of the members of the Board of Directors is tied.

Section 4.

The members of the Board of Directors shall not vote by proxy and must be present to vote.

 

 

Article VII – Officers

Section 1.

Officers of the Association shall hereafter be referred to as the “Executive Officers”.

Section 2.

The Executive Officers of the Association shall consist of the office of President, Vice President, Secretary, and Treasurer.

Section 3.

Members of the Association elected to the office of President or Vice-President of the Association must be blind.

(See Charter, Page 3, V.)

Section 4.

The office of Secretary and Treasurer of the Association may be held by an Associate Member and shall have the right to vote as a member of the Board of Directors.

Section 5.

Duties of the President:

a. The President shall conduct the daily business of the Association and carry out those programs, projects, and activiites voted upon and approved by the members, and also have oversight of the Board of Directors and Service’s Division. At the first meeting of the members following the meeting of the Board of Directors, the President shall report those programs, activities, and projects voted upon and approved by the Board of Directors to the members and further, have the right to appoint the Chairperson of all committees, and appoint members of the Association to serve on committees, and said President shall be an ex officio member of all committees without the right to vote (except for the By Law Committee or the Nominating Committee).

(See Article VIII, Section 2, of these By-laws.)

b. The President shall have the right to appoint a member to the Board of Directors when a vacancy occurs, to serve in said capacity for the remainder of the term prior to the election at the annual meeting in November.

c. The President shall chair all meetings, special meetings, and annual meetings. At the annual meeting he or she shall appoint a committee of three (3) members to audit the books, records, and accounts of the Treasurer, and shall instruct them to bring back their findings at the first meeting of the following calendar year.

d. The President shall not be engaged in the daily business or operations of the Services Division, but shall meet regularly with the Executive Director of the Services Division regarding the programs, projects, and activities of the Services Division and the Association.

(See Article XI, Section 5, of these By-laws.)

e. The President shall have the right to call a meeting of the Executive Officers to discuss those programs, projects, and activities that need to be presented to the members for their approval.

Section 5. Sub-section 1

Within thirty (30) days after an election has been held the President shall notify by letter the Secretary of State, Office of Corporate Division, of any changes made in the Executive Officers or Board of Directors.

Section 5. Sub-section 2.

The President shall have the authority to sign all legal documents as designated by the members of the Association and/or the Board of Directors.

Section 6. Duties of the Vice President:

a. The Vice President shall sit in abeyance to the President and may be appointed chairperson of committees (except the By-Law Committee or the Nominating Committee, see Article VIII, Section 2, of these By-laws).

b. The Vice President may fill the chair in the absence of the President, or if the President should leave office due to resignation, recall, or death.

c. The Vice President shall have the right at the first meeting after such an occurrence to appoint a Nominating Committee who shall bring back a slate of nominees at the second meeting after such occurrence. An election shall be held to fill the office for the remainder of the term of the President of the Association. The Vice President shall not automatically ascend to the office of President of the Association.

d. Upon being elected and assuming office, the Vice President shall automatically become a member of the Board of Directors.

E. The Vice President will serve as an advocate for the visually impaired minor children.

Section 7. Duties of the Secretary:

a. The Secretary shall be responsible to record the minutes of the meetings, special meetings, and elections of the Association; to read those edited minutes at the following meeting of the Association; and to keep the minutes and list of members and associate members up-to-date.

b. The Secretary shall make a copy of all Board meeting minutes available to the Director after they have been approved by the Board, and any member of the Association upon request shall be given a copy of the minutes in an accessible medium.

c. The Secretary shall notify those members that are delinquent in payment of their dues for thirty (30) days, that they have thirty (30) days in which to pay their annual dues or automatically be dropped from the roll of membership.                                                                     (See Article III, Section 3, of these By-laws.)

d. The Secretary, upon leaving office, shall be responsible to turn over to the incoming Secretary the minutes and records of the Association, including an up-to-date list of members and associate members of the Association.

e. Upon being elected and assuming office, the Secretary shall become a member of the Board of Directors.

Section 8. Duties of the Treasurer:

a. The Treasurer shall have charge and custody of all funds and financial records of the Association and shall monitor the financial affairs of the Services Division.

b. Receive all moneys due and payable to the Association and deposit the same in the name of the Association in a depository or depositories designated by the members (See Article XII, Section 3 and 4 of these By-laws) and/or the Board of Directors.

c. The Association shall require the Treasurer to give bond for faithful discharge of duties of the office.

d. The Treasurer shall sign all checks of the Association and the Services Division with the counter signature of person or persons designated by the members and/or Board of Directors.

e. The Treasurer shall report at all meetings the previous months receipts, disbursements, and balances of all accounts as of said meeting.

f. Upon leaving office, the Treasurer shall be responsible to turn over to the incoming Treasurer all books, records, and accounts pertaining to funds and proceeds of the Association.

g. At the end of the annual meeting, the Treasurer shall be responsible to turn over to the Audit Committee all books, records, and accounts pertaining to the funds and proceeds of the Association for their auditing.

h. Upon being elected and assuming office, the Treasurer shall become a member of the Board of Directors.

i. Upon resignation, recall, or death an immediate audit shall be performed by a committee designated by the President.

Section 9. Terms of Office:

The Executive Officers of the Association shall be limited to serve two (2) consecutive terms in office.

Section 10.

A member or associate member shall be ineligible to hold two (2) offices in the Association at the same time, except as prescribed by the Charter.              (See Charter, Page 3, V.)

Section 11.

An Executive Officer found guilty of malfeasance in Office, in dereliction of duty, health reasons, or mental incapacity may be removed from office by using the procedure found in Robert’s Rules of Order. An Executive Officer that has been absent from three (3) regularly scheduled Board meetings within the calendar year shall be dismissed immediately by written confirmation from the President. An absence from a “specially called” Board meeting may be excused upon advanced notification to the President.

Article VIII – Committees

Section 1.

The President, during his or her administration, shall have the right to appoint any and all committees for the functioning of the business of the Association.

Section 2.

The Executive Officers and Board of Directors shall not be appointed to the By Law Committee or the Nominating committee, and shall not be in attendance while these committees are in session.

Section 3.

The Nominating Committee shall be appointed by the President at the meeting in September, and shall bring back their slate of nominees at the meeting in October.

 

 

 

Article IX – Authority

Section 1.

The authority for these By-laws shall be the Charter and Robert’s rules of Order, most recently published addition, except where Robert’s Rules of Order are inconsistent or in conflict with the Charter or these By-laws or state or federal statutes.

 

 

Article X – Board of Directors

 

Section 1.

To be referred to hereafter as the “Board”.

Section 2.

The Board shall consist of eleven (11) members as follows: President, Vice President, Secretary, and Treasurer. Six (6) members must be members of the Association, and five (5) may be associate members of the Association and shall have the right to vote at Board meetings while serving on the Board.

Section 3. Duties of the Board:

a. The Board shall be responsible to hold in trust, administer, and maintain all real property and equipment of the Association.

b. The Board shall control and allocate the funds of grants, trusts, and loans of the Association, and shall have the right to allocate funds to the Association or the Services Division, and the right to dispose of any or all personal property of the Association or the Services Division by sale or otherwise.

c. The Board shall have the right to appoint an Executive Director of the Services Division who shall serve at the will and pleasure of the Board.

d. The Executive Director shall have the right to employ or dismiss the employees of the Services Division.

e. The Board shall have the right to oversight of the programs, projects, and activities of the Association and the Services Division through the office of the President of the Association.

f. The individual members of the Board shall have the right to visit the offices and premises of the Association or the Services Division to ascertain that funds that have been allocated for programs, projects, and activities of the Association of the Services Division, are being managed in a proper manner.

g. The Board shall determine the compensation paid to the employees of the Association and the Services Division.

h. The Chairperson of the Board shall have the right to appoint committees of the Board as needed.

i. The Board shall have only those powers invested to the Board by these By-laws.                                                (See Charter, Page 3, V, Lines 6, 7, 8.)

Section 4.

A member of the Board found guilty of malfeasance in office, dereliction of duty, health reasons, or mental incapacity may be removed from office by using the procedure found in Robert’s Rules of Order. A member of the Board that has been absent at three (3) meetings within a year shall be subject to recall.

Section 5.

a. An employee of the Association or the Services Division shall be ineligible to be elected to the Board.

b. A person that has a member of his or her family employed by the Association or the Services Division shall be ineligible to be elected to the Board.

c. Any person doing business with the Association or the Services Division in any manner shall be ineligible to be elected to the Board. In this manner no conflict of interest shall arise.

d. Two persons from the same family shall be ineligible to be elected to the Board. (Definition: father, mother, husband, wife, sibling; brother or sister.)

 

 

Article XI – Cabell-Wayne Association of the Blind, Inc.

Services for the Blind and Visually Impaired

 

Section 1.

To be referred to as the “Services Division.”

Section 2.

The Services Division shall conduct the programs, projects, and activities of the Services Division as prescribed by the members of the Board, and at no times to be in conflict with these By-laws. The clientele of the Services Division shall consist of those persons who are blind and/or those who have had a substantial disabling impairment of their vision or a disabling loss of their visual fields.                           (See Charter, Page 1, III, Paragraph 3, Lines 3, 4.)

Sub-Section

1. The Services Division shall advertise itself in all agreements, contracts, or correspondence as follows:

The Cabell-Wayne Association of the Blind, Inc., Services for the Blind and Visually Impaired.

By telephone as follows: CWAB Services for the Blind and Visually Impaired.

 

Section 3. (blank)

Section 4. Executive Director

To be referred to hereafter as the “Director”.

Duties of the Director:

a. The Director shall be responsible to see that the programs, projects, and activities of the Services Division are conducted properly as prescribed by the members of the Association and the Board. He or she shall not be engaged in the daily business of the Association, but shall concentrate his or her efforts on carrying out the programs, projects, and activities of the Services Division, and at no time to be in conflict with the programs, purposes, or the By-laws of the Association.

b. The Director shall be ex officio member of the Board without the right to vote. The Director shall supervise and manage the administration and maintenance of all facilities and properties of the Association.

c. The Director, with the Treasurer and/or the President, or any person the Board may designate, signs all checks, drafts, or payments of moneys, notes, or evidences of indebtedness legally issued and owed by the Services Division.

d. The Director, with the President, shall represent the interest of the Association in negotiations with other agencies, institutions, organizations, or individuals in securing grants, services, consultations, or assistance.

e. The Director shall consult with the President of the Association regularly regarding the programs, projects, and activities of the Association and the Services Division. (These meetings of the Director the President of the Association shall be recorded on cassette tape by the President of the Association for his or her records.)

f. The Director shall attend the meetings of the membership and perform such other duties that may be assigned by the Board through the office of the President of the Association.

 

 

Article XII – Funds and Funding

 

Section 1.

The Association shall seek funding through grants, donations, legacies, and dues.

Section 2.

The Association shall also establish fund-raising projects in conjunction with the auxiliary or on its own.

Section 3.

The escrow fund of the Association controlled by the members does not pertain to grants or other funding. The funds and proceeds of this escrow fund shall be deposited in interest-bearing accounts and only the interest may be used for the business of the Association and shall at no time be used by the Services Division of the Association. The principal of this escrow fund shall not be used unless voted upon and approved by the majority of the members; and in this manner, the Association shall be perpetuated and proliferated for the future members. (The escrow funds are those certificates of deposits and those accounts of monies controlled by the members of the Association at the present time.)

Section 4.

All checks drawn on the account of escrow funds as described in Article XII, Section 3 of these By-laws shall be signed by the Treasurer and countersigned by the Secretary and/or the President.

Section 5.

The certificates of deposits and negotiable securities, along with mortgages, deeds, deeds of trust, loan contracts, a copy of the Charter, and the By-laws, the Corporate Seal, and any important legal documents shall be deposited in a safety deposit box and controlled by the President of the Association.

Section 6.

The President of the Association shall have a contingency fund not to exceed Three Hundred Dollars ($300). These funds must be accounted for by receipt.

Section 7. Compensation:

The Executive Officers and Board of Directors shall not be compensated for their services but shall serve on a voluntary basis. The Board of Directors from time to time may award an honorarium to the President of the Association.

Section 8.

Any and all donations or contributions given to the Cabell-Wayne Association of the Blind, Inc., shall be turned over to the Treasurer and deposited in the account of the escrow fund of the Association as referred to Article XII, Section 3 and 4.

 

 

 

Article XIII – Statement of the members

 

Section 1.

The members of the Association demand that the Executive Officers, the Board, and the Director of the Services Division take every precaution to see that the Association does not become an agency of welfare, or a form of a state or federal social services bureaucracy.

The members of the Association shall retain their right of input to the Board through the office of the President of the Association.

 

 

 

Article XIV – Grievance Procedures

 Section 1.

A member of the Association or an employee of the Services Division shall have the right of grievance at any time through the office of the President of the Association. He or she shall present, in writing, to the President their grievance. The President, upon receipt of said grievance, shall appoint a Grievance Committee within three (3) working days.

Committee Definition

a. If the grievance is made by an employee, the Committee shall consist of one Board member, one Employee, and one neutral mediator.

b. If the grievance is made by an Association member, the committee shall consist of one Board member, one Association member, and one neutral mediator.

The Grievance committee shall meet within ten (10) working days to rule upon said grievance. The decision of the Grievance  Committee shall be absolute, but if the person filing the grievance finds said decision unsatisfactory, he or she shall have the right to repetition the President for a second hearing. Upon receiving a petition for a second hearing, the President shall, within thirty (30) working days, appoint three (3) neutral mediators to hear the original grievance and rule upon the validity of the grievance. The decision of this “neutral” committee shall be final. There will be no further recourse for this petitioner.

 

 

 

Article XV – Cabell-Wayne Association of the Blind, Inc.

Auxiliary

Section 1.

To be referred to as the “Auxiliary”.

Section 2.

The members of the Auxiliary shall consist of those persons who are associate members of the Association.                                                               (See Charter, Page 2, IV, Paragraph 2.)

Section 3.

The Association shall cause a set of By-laws to be established for the functioning of the Auxiliary. The Auxiliary shall have a set of by-laws that shall not conflict with the Charter, these by-laws, or programs and purposes of the Association.

Section 4.

The Auxiliary shall have officers as follows:   President, Vice President, Secretary, and Treasurer.

Section 5.

The function and purpose of the Auxiliary shall be to assist the Association in promoting the programs, activities, and fund raising projects of the Association and to minister to the members at their meetings, elections, and any gatherings the Association may have.

Section 6.

The Association shall retain the right through the office of President of the Association to arbitrate any conflict that might arise within the Auxiliary at any time.

 

 

Article XVI – Workshops and Industries

 

The Association may cause to be established workshops and industries for the employment of the blind and/or those persons who have had a substantial disabling impairment of their vision, or a disabling impairment of their visual fields. These workshops and industries shall be wholly owned subsidiaries of the Association.

 

 

 

Article XVII – Amending the By-laws

Section 1.

These By-laws may be amended by the members of the Association after being given thirty (30) days’ notice of such amendments. The proposed amendment must be presented at a meeting, voted upon, and approved by two/thirds (2/3) of the members of the Association.

Section 2.

The articles in these By-laws that shall not be amended are:

       Article II, Sections 1 through 6

       Article VII, Section 3

       Article XVII of these By-laws

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These revised By-laws have been agreed upon and accepted unanimously by the By-law Committee on August 20, 2019. These By-laws were presented to the members and accepted on August 20, 2019.

                                        

                                  Joann Wallace, President