ACBRA constitution

AMERICAN COUNCIL OF THE BLIND RADIO AMATEURS INC.
CONSTITUTION
AMENDED JULY 10, 2003


1.0. ARTICLE 1: NAME:

The name of this special interest affiliate of the American Council of the Blind shall be American Council of the Blind Radio Amateurs, hereinafter known as ACBRA.

2.0. ARTICLE 2: PURPOSES:

The purposes of this affiliate organization shall be:

2.1. To introduce blind and visually impaired persons to the amateur radio hobby.

2.2. To promote amateur radio among blind and visually impaired persons.

2.2.1. By providing a forum for the exchange of information between blind and visually impaired radio amateurs.

2.2.2. By providing referral and other supportive services to blind and visually impaired radio amateurs.

2.2.3. To maintain liaison with other sectors of the amateur radio fraternity.

2.2.4. To encourage and facilitate the development of adaptive devices and technologies for making the amateur radio hobby more accessible to blind and visually impaired persons.

2.2.5. By conducting a net to handle public service communications and other radio communications of interest to blind and visually impaired persons.

3.0. ARTICLE 3: MEMBERSHIP:

3.1. Any person who is interested in and committed to the programs and purposes of this organization is eligible to membership in this organization, provided, that at all times, a majority of the active membership shall be blind or visually impaired and a majority of the membership shall be licensed radio amateurs. All memberships, except for honorary, shall become effective upon the payment of dues as prescribed in article 4 of this constitution.

3.2. Membership in this organization shall be of 5 classes: Active, Associate, Junior, Quarter Century, and Honorary.

3.3. Any individual who is at least 18 years of age is eligible for active membership in this organization, provided that the aforementioned blindness/license requirements are met. Active members are entitled to all of the rights, privileges and benefits of full participating membership in this organization.

3.4. Whenever the admission of any qualified individual to active membership would contravene the aforementioned blindness/licensing requirements, that person shall be admitted to associate membership until such time as his/her admission to active membership can be effected without violating those restrictions.

3.5. Any person eligible to active membership may choose to apply for associate membership. Associate members shall not be eligible to vote or to serve on the executive board.

3.6. Quarterly Century Membership: The Quarter Century Membership is for a term of 25 years and may be secured by an individual by paying $200 dues. Thereby, that individual will be free of the obligation of dues to this organization for the next 25 years. However, that individual is still obligated to pay the national ACB dues each year.

3.7. Any otherwise qualified individual who is below the age of 18 shall be admitted to junior membership. Upon attaining the age of 18, junior members are immediately eligible for promotion.

3.8. Membership rolls shall be maintained for each class of membership.

3.9. No person shall be barred from membership or discriminated against in any manner on account of race, creed, color, age, national origin, religion, political affiliation or disability.

4.0. ARTICLE 4: DUES, FISCAL YEAR:

4.1. Annual dues for membership in this organization shall be established by a two thirds vote of the executive board, or a majority vote of the membership at the annual meeting. Amount of dues are specified in the bylaws.

4.2. Such dues shall not be prorated.

4.3. This organization shall have a fiscal year of July 1 to June 30.

5.0. ARTICLE 5: OFFICERS, DUTIES, AND TERMS OF OFFICE:

5.1. The officers of this organization shall be a President, Vice president, Secretary, Treasurer, and 3 directors.

5.2. Both the president and vice-president shall be blind or visually impaired, and licensed radio amateurs.

5.3. Officers shall be elected from among the active membership by a majority vote of the active membership at the annual meeting.

5.4. The president, vice president, secretary, and treasurer shall serve two year terms, or until their successors are qualified. The directors shall serve 3 year terms, or until their successors are qualified.

5.5. The president, vice-president, and the secretary shall not be eligible to serve more than 2 consecutive terms. No director shall be eligible to serve 2 consecutive terms as a director. The treasurer is eligible to serve an unlimited number of terms.

5.6. The president is the Chief Executive Officer of this organization, and shall preside at all membership and executive board meetings, appoint committee members to the extent permitted by the constitution and bylaws, prepare and deliver an annual report to the membership, and serve in such other capacities as may be prescribed in the constitution and bylaws.

5.7. The 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 may be conferred upon, or delegated to that office by the president, executive board, or the membership.

5.8. The secretary, as the chief administrative officer of this organization, shall record the proceedings of all membership and executive board meetings, certify those eligible to vote at any membership or executive board meeting, maintain and certify the membership rolls, have custody of all reports, conduct all general correspondence, and serve in such other capacities as may be prescribed in the constitution and bylaws or the parliamentary authority.

5.9. The treasurer, as the chief financial officer of this organization, shall receive and disburse funds, maintain custody of and maintain the accounts and financial records of the organization, prepare a financial report to be delivered to the membership at the annual meeting, and serve in such other capacities as may be prescribed in the constitution and bylaws or the parliamentary authority.

5.10. The directors shall discharge such duties and exercise such powers as may be conferred upon or delegated to that office by the president, executive board, or the membership.

5.11. Copies of all records, documents, and correspondence pursuant to the business of the organization, held by any officer, must be maintained and kept in a readily available format for quick and convenient access. Such formats would include print, or electronic form such as word processed, spread sheet, and database files, with the objective being that documents must be readily deliverable in print or standard electronic format for audit purposes. All such information shall, only upon the direction and authority of the president or the executive board, be made available to any of the officers, or individuals necessary to the furtherance of the business of the organization.

6.0. ARTICLE 6: EXECUTIVE BOARD:

6.1. The officers and directors of this organization shall constitute the executive board.

6.2. At all times, at least two thirds of the board members shall be blind or visually impaired, and at least two thirds of the board members shall be licensed radio amateurs.

6.3. The executive board shall act for the membership between membership meetings, exercise general supervision over the affairs of this organization, make recommendations to the membership, and discharge such other duties, and exercise such other powers as may be prescribed in the constitution and the bylaws, or as may be conferred upon it, or delegated to it by the membership. The board shall be subject to the orders of the membership at all times, and none of its positions, policies or actions shall conflict with positions, policies, or actions taken or adopted by the membership.

6.4. Without, in any manner, limiting the general powers otherwise conferred, the executive board shall have the following enumerated powers held concurrently with the membership in accordance with the constitution and the bylaws:

6.4.1. To approve the minutes of any annual or special membership meeting of this organization;

6.4.2. To approve the treasurers audited financial report;

6.4.3. To establish special committees;

6.4.4. To appoint the nominating committee;

6.4.5. To set the amount of dues;

6.4.6. To call special membership meetings;

6.4.7. To set registration fees for annual or special membership meetings;

6.4.8. To select and give instructions to delegates and/or representatives attending functions of the American Council of the Blind;

6.4.9. To grant or suspend charters to local or regional chapters of this organization;

6.4.10. To confer honorary membership in this organization upon any worthy person, which shall require a two thirds vote.

6.5. There shall be at least 1 yearly meeting of the board, to be held in conjunction with the annual convention of the American Council of the Blind.

6.6. Special meetings of the executive board shall be held upon the call of the president or upon the written request of no less than 3 board members. Such request bearing the signatures of those requesting the meeting shall be filed with both the secretary and the president. The secretary, at the direction of the president, shall then mail a notice of special meeting to all board members, no less than 10 days before the date of the meeting. The notice shall contain the time and place of the meeting together with a statement of the business to be transacted at that meeting.

6.7. In emergency circumstances, as determined by the president, the board may take action pursuant to a poll of its members, provided that board action taken shall not constitute the official action of the board, unless or until ratified at the next regular or special executive board meeting. Board meetings may be held by telephone conference call, and any actions taken at such meeting shall be fully valid and binding.

6.8. At any meeting of the executive board, 4 members shall constitute a quorum.

6.9. The executive board shall routinely grant all legitimate requests for the production of the minutes of any board meeting except those meetings or portions thereof held in executive session.

6.10. The minutes of any board meeting or portion thereof held in executive session shall only be disclosed to the membership present at the executive session of a membership meeting.

6.11. In the event of a vacancy in any position on the executive board, except that of president, the remaining board members shall, by a two thirds vote, designate a successor to fill the vacancy until the next annual meeting.

6.12. In the event of a vacancy in the presidency, the vice president shall complete the president's term, and the remaining board members shall proceed to fill the vacancy created in the vice presidency in the manner prescribed above.

6.13. In the case of the directors, notice of special election shall be contained in the call of the annual meeting, unless the vacancy occurs after the call has been mailed or published. In such case, the membership may proceed to elect a successor director, or confirm the appointment of the boards designee without previous notice. In all cases, the admission of a successor member to the executive board shall not contravene the blindness/license requirements, applicable to the officers and the executive board.

6.14. Whenever a member of the executive board shall have missed 3 or more meetings during his/her term of office, the remaining board members may, by a two thirds vote, remove the member from the board, declare the position vacant, and proceed to fill the vacancy in the manner prescribed by Article 6.11 of thisconstitution. In order for action under this section to be valid, the secretary, at the direction of the board, shall have given written notice to the delinquent member stating that action may be taken against that member pursuant to the section.

7.0 ARTICLE 7: MEETINGS:

7.1. There shall be at least one regular meeting of this organization, which shall be known as the annual meeting and which shall be held in conjunction with the national convention of the American Council of the Blind. The annual meeting shall be for the purpose of electing officers and directors, for the presentation of annual reports and committee reports, and for the transaction of such other business as may validly come before that meeting in accordance with the terms of this constitution and the parliamentary authority.

7.2. Under the direction of the president, the secretary shall mail or publish the call of the annual meeting at least 30 days before the date of the meeting. The call shall contain all notices of motions where required, the slate of those candidates proposed by the nominating committee, any notices of special election, and any proposed amendments to this constitution.

7.3. The executive board may call a special membership meeting of this organization whenever it regards such action as necessary or desirable. Any 10 active members of this organization acting together may also call a special membership meeting of this organization provided that a written request bearing the signatures of those requesting the meeting has been filed with both the secretary and the president.

7.4. In all cases where a special membership meeting has been duly ordered or requested, the executive board shall determine a suitable time and place for the meeting, and the secretary shall then mail or publish the call of the special meeting no less than 30 days before the date of such meeting.

7.5. Special meetings shall be for the purpose of conducting the business described in the call for the meeting. Any business acted upon which is outside the call of the special meeting shall not constitute the official action of this organization, unless or until ratified at a subsequent regular or special meeting.

7.6. Attendance at any regular or special meeting of this organization may be contingent on payment of a registration fee as set by the executive board. Such fee shall only be in such amount as to defray the costs of conducting such meetings.

7.7. The membership meetings of this organization shall be the ultimate authority within this organization on all matters, except those matters specifically delegated to the final authority or discretion of the executive board.

7.8. At any membership meeting of this organization, the number of active members in attendance at the meeting shall constitute a quorum.

8.0. ARTICLE 8: COMMITTEES:

8.1. This organization shall have the following standing committees:
Membership, Finance, Constitution and Bylaws, Resolutions, and such other standing committees as the membership shall, by majority vote, authorize to be established.

8.1.1. The membership committee shall be responsible for the development, coordination, and implementation of the membership recruitment efforts of this organization. The secretary and treasurer shall be ex officio members of the membership committee.

8.1.2. The Finance Committee shall be responsible for the development and implementation of fund raising projects and shall have general oversight responsibility concerning the financial affairs of this organization. The treasurer shall be a member of this committee.

8.1.3. The Constitution and Bylaws Committee shall be responsible for considering any proposed amendments to the constitution and/or bylaws of this organization, and shall draft or assist in drafting appropriate amendments, to implement suggestions and recommendations referred to it. The committee may alter the substance of any proposed amendment, only with the consent of the sponsors. The committee shall be empowered to propose amendments to any amendment submitted to it. The committee shall present all proposed amendments to the membership for appropriate action, with or without committee recommendation.

8.1.4. The Resolutions Committee, consisting of not less than 4 persons, shall prepare suitable resolutions to implement suggestions and recommendations referred to it, and shall otherwise assist in the preparation of appropriate resolutions. All resolutions, except those proposed by the executive board or by any standing or special committee of this organization shall be referred without debate to the Resolutions Committee, before 6 p.m. on the date prior to the meeting at which they are to be considered. Any resolution not so referred shall require a majority vote for its consideration. The committee may alter the substance of any referred resolution only with the consent of the sponsors, but the committee shall be empowered to propose amendments to any resolution submitted to it. All suggestions, recommendations, and resolutions submitted to the committee shall be reported to the membership with or without committee recommendation.

8.2. At the spring meeting of the executive board the president shall appoint a program committee to develop the program, and to otherwise make arrangements for the annual meeting.

8.3. At the spring meeting, the executive board shall appoint a nominating committee consisting of not less than 3 persons whose names shall be mailed or published to the membership. The committee shall present a slate of candidates, 1 nomination for each office, or director seat to be filled. Such slate shall be mailed or published to the membership not less than 30 days before the date of the annual meeting. The committee shall have determined that each individual nominated is able and willing to serve in the office for which that individual has been nominated. Additional nominations may be made from the floor at the annual meeting.

8.4. On or before April 1 of each year the president shall appoint an audit committee to examine the books, accounts, and records of this organization and to review the treasurers annual report. The committee shall report its findings to the membership at the annual meeting.

8.5. The executive board or the membership may, by a majority vote, establish such special committees as may be considered necessary or desirable for carrying on the work of this organization.

8.6. All standing and special committees of this organization shall be subordinate to both the executive board and the membership.

8.7. The president shall be an ex officio member of all standing and special committees of this organization, except the nominating committee.

8.8. In accordance with the provisions of this constitution, the president shall have the power to appoint and remove members of all standing and special committees of this organization, excluding the nominating committee, except in those instances where the membership shall, by a two thirds vote at any membership meeting, vote to reserve this power to itself. Such reservations shall only require a majority vote in the case of the nominating committee, which is appointed by the executive board. In all cases, where the membership shall have reserved the power of appointment to itself, such reservations shall be without prejudice to the right of the president to fill any vacancy arising in the committee. However, the president shall not remove any committee member appointed by the membership except for cause.

8.9. All committees shall meet at the call of the committee chairman, upon the written request of any two of its members, or any other manner agreed upon by the committee.

8.10. At any committee meeting, a majority of the members appointed to the committee shall constitute a quorum.

9.0. ARTICLE 9: VOTING:

9.1. At any membership or executive board meeting of this organization, the basis for determining a voting result shall be with reference to those active members present and voting, excluding abstentions at such meeting.

9.2. At any committee meeting of this organization, the basis for determining the result of any vote shall be with reference to those members present and voting, excluding any abstentions at such committee meeting.

9.3. Each active member shall have 1 vote at membership meetings of this organization. Each executive board member shall have 1 vote at any meeting of the executive board. When appointed to a committee, active, associate, Quarter Century, and junior members shall have 1 vote at committee meetings.

9.4. Voting in this organization may be conducted by any of the methods prescribed in the parliamentary authority.

9.5. At any membership meeting, the membership may by a one fourth vote require the result of any vote to be verified by a counted standing vote.

10.0. ARTICLE 10: LOCAL AND REGIONAL CHAPTERS:

10.1. The executive board shall be empowered to charter local or regional chapters of this organization, provided that such chapters have met the following requirements:

10.1.1. The chapter shall have at least 10 members.

10.1.2. The chapter shall have adopted an authorizing instrument, or bylaws, which is fully consistent with the constitution and bylaws of this organization. 10.1.3. A majority of the chapters voting membership shall be blind or visually

impaired and a majority of the chapters voting membership shall be licensed amateur radio operators. All chapters shall retain their charters contingent upon their continued compliance with the requirements of this article.

10.2. The governance of each chapter shall be vested in the executive board of each chapter. The active voting membership of each chapter shall elect its own officers and directors. The composition of each chapters executive board shall be in accordance with the blindness/license requirements applicable to this organization as stated in this constitution.

11.0. ARTICLE 11: REIMBURSEMENT:

Any person conducting any business or engaging in any activity at the direction of this organization shall be entitled to reimbursement for all necessary and reasonable expenses incurred in connection with such business or activity. reimbursement claims shall be submitted to the treasurer in accordance with an established voucher system together with accompanying receipts. All claims for reimbursement in excess of 100 dollars shall require the approval of the executive board. Claims up to 100 dollars may be approved by the president. The president may authorize the disbursement of funds in excess of 100 dollars if such expenses have been previously authorized and approved by the board. Should the president deny any reimbursement claims, such decisions shall be appealable to the executive board.

12.0. ARTICLE 12: PARLIAMENTARY AUTHORITY:

The rules contained in the current edition of Roberts Rules of Order shall govern the proceedings of all membership, executive Board, and committee meetings of this organization in all cases to which they are applicable, and in which they are not inconsistent with this constitution.

13.0. ARTICLE 13: AMENDMENTS:

13.1. Except as otherwise provided in this article, this constitution may be amended at any regular or special membership meeting of this organization by a two thirds vote, provided that such amendment has been filed with the constitution and bylaws committee no less than 30 days before the date of the meeting at which such proposed amendment is to be considered. The text of the proposed amendment shall have been mailed or published to the membership and the call of the meeting as required by article 7.2, or Article 7.5. of this constitution.

3.2. In lieu of the procedure established in Article 13.1. of this constitution, the membership at any annual membership meeting may, by a majority vote, authorize the consideration of any proposed amendment to this constitution. If a proposed amendment is authorized, such amendment shall thereafter be adopted in accordance with the method established under Article 13.1. of thisconstitution.

14.0. ARTICLE 14: GOVERNMENTAL RESTRICTIONS FOR TAX EXEMPT ORGANIZATIONS:

No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article 2 herein. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on by:

14.1. a corporation exempt from Federal income tax under Section 501(C)(3) of the Internal Revenue Code of 1954 (or any corresponding provisions of future United States Internal Revenue Law;

14.2. a corporation, contributions to which are deductible under Section 170(C)(2) of the Internal Revenue Code of 1954, or any corresponding provisions of future United States Internal Revenue law.

15.0. ARTICLE 15: CORPORATE DISSOLUTION: Governmental laws for tax exempt donations:

Upon the dissolution of the corporation, the Board of Trustees shall, after paying or making provision for the payment of all the liabilities of the corporation, dispose of all of the assets of the corporation exclusively for the purposes of the corporation 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 of 1954 (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 corporation 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.


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