BYLAWS
of the
UTAH COUNCIL OF THE BLIND
as approved at the General Membership Meeting
September 21, 2019
Section
1.1. The
name of this organization shall be Utah Council of the Blind, hereinafter known
as the UCB.
Section
2.1. The
UCB is a non-profit organization primarily of legally blind (central visual
acuity does not exceed 20/200 in the better eye with correcting lenses or the
field of vision in the better eye subtends an angle of no greater than 20
degrees) and visually impaired (visual acuity is at 20/70 or worse or the
visual field is reduced to less than 20 degrees) members. Its main purposes
are:
a. to advocate for the best
interests of the blind and visually impaired in all facets of life;
b. to provide a forum for the
views of the blind and visually impaired from all areas of the state and all
walks of life;
c. to improve educational and
rehabilitation facilities;
Section
3.1. In
accordance with the Articles of Incorporation, the UCB shall be governed by a
Board of Directors consisting of 3 to 15 members 18 years of age or older. This
board serves at the will of the membership and in accordance with the Articles
of Incorporation, these Bylaws and as provided by law.
Section
3.2. The minimum
Board of Directors shall consist of a President, who must be legally blind
(central visual acuity does not exceed 20/200 in the better eye with correcting
lenses or the field of vision in the better eye subtends an angle of no greater
than 20 degrees); a Secretary; and a Treasurer. As numbers allow, the board
shall also include the Immediate Past President; a Vice President, who must be
legally blind; and up to ten additional Directors, the exact number of which
may be set by action of the membership from time to time. Any vacancy created
by an increase in the number of Directors shall be filled following the
election procedures outlined in these Bylaws. All Officers and Directors must
be paid-up members of the UCB, at least 18 years of age, and support its purposes.
A majority of the Board of Directors must be legally blind.
Section
3.3. The
Board of Directors shall have the general management of the affairs, funds and
records of the organization with the right to form and establish policy and
hire and fire employees as it deems necessary for accomplishment of the purposes
and goals of the UCB. It is the responsibility of the Board of Directors to
carry out the will of the membership as indicated by the motions and
resolutions passed in its meetings to the extent that such actions are lawful
and practicable.
Section
4.1. The Officers
and Directors of the organization shall be elected by the general membership
with approximately half being elected each year. In order to be eligible for
election to an officer position a person must have been a member of the
organization for not less than one year and served on a committee. In order to
be elected to a board position a person must have been a member of the
organization for not less than six months.
Section
4.2. Not
less than six months prior to the annual business meeting the Board of
Directors shall appoint a Nominating Committee consisting of at least three
members. Not less than three months prior to the annual business meeting the names
of the Committee members shall be announced to the membership either in written
form or through the use of other media such as the Utah Connection. The
Nominating Committee, in conjunction with the Membership Committee, shall have
responsibility for verifying the qualifications of members wishing to have
their names placed in nomination for available positions on the Board of
Directors. No member who agrees to serve on the Nominating Committee may run
for office in the current election. Any qualified member of the organization
wishing to run for a position on the Board of Directors may notify a member of
the Committee by submitting a short (one page or less) written statement
concerning his/her qualifications and vision for the future of the
organization, which will be distributed to the membership at least 30 days
prior to the annual business meeting. During the business meeting, the
Nominating Committee shall formally present all of the candidates and supervise
the carrying out of the voting process. Nominations from the floor will be
allowed. Votes for write-in candidates are acceptable
only on absentee ballots, in which case they will be considered a nomination
from the floor. In order to run for office a candidate must either be
personally present or have given prior written approval for his/her name to be
put into nomination. Each candidate will be allowed a two-minute speech and up
to three minutes for nominating speeches. The Nominating Committee shall have
responsibility for providing a means whereby the members can cast secret
ballots for the candidates of their choice and shall have responsibility for
the tallying of the votes so cast. There will be absentee voting, but no proxy
voting. Absentee ballots will be available from the Nominating Committee upon
request and must be returned to them no later than one week before the business
meeting. The Officers shall be voted on individually, and the successful candidates
must be elected by an absolute majority (they must receive over 50% of the
total votes cast). Unsuccessful candidate(s) for any officer position will be
included in the balloting for all other officer positions and in the director
balloting unless they decline to run. Balloting for all director positions will
take place simultaneously, with each member casting votes for the exact number
of positions available. Each director must be elected by an absolute majority
(as defined above). In all balloting, run-off voting will be done with the
names of the lowest vote receivers whose aggregate total is 50% or less of the
total votes cast removed from each subsequent ballot until an absolute majority
is achieved for each available position. In the case of the director balloting,
when any one candidate receives an absolute majority of votes, they will be
declared elected, and the number of available positions will be reduced by one
until all available positions have been filled. Full-term positions will be
filled by those first elected, with partial terms filled by those following. If
there are no qualified candidates for an open officer position, the board
members, at their first meeting after January 1st, shall elect from their
number a qualified member to fill the position. If there are not enough
qualified candidates to fill all open director positions, all qualified
candidates shall be declared elected, and the number of directors shall be
reduced by the number of deficiencies.
Section
4.3. Officers
and Directors elected at the annual business meeting are expected to attend
meetings of the Board of Directors and training activities held between the
time of their election and the date they take office.
Section
4.4. The
regular term of office for each Officer and Director shall commence January 1st
and be two years or until a successor is elected
or appointed as outlined in these Bylaws.
Section
4.5. Resignation
of any member of the Board of Directors shall be submitted in writing or
verbally to the Board. If any Director shall be absent from over 25% of regular
or special meetings in any calendar year it shall be recognized as an automatic
resignation, and the number on the Board shall be reduced by one unless there
are only three members on the Board, in which case the remaining two members
shall select a third qualified member to serve until the next meeting of the
general membership. Participation in a meeting via conference call is counted
as attendance.
Section
4.6. The
Board may remove an Officer or Director for behavior, actions, or circumstances
which threaten the goals and purposes of the UCB by two-thirds vote of the Directors
in attendance at any meeting of the Directors. The membership may remove any
Officer or Director at any time with or without cause per Utah Code.
Section
4.7. In the
case of a vacancy in the position of President, Secretary, or Treasurer on the
Board of Directors, the Board shall appoint the Vice President or other qualified
Director to fill the office until the next meeting of the general membership
and a new Officer is elected. In the case of any other vacancy on the Board of
Directors, the Board shall be reduced by one unless there are only three
members on the Board, in which case the remaining two members shall select a
third qualified member to serve until the next meeting of the general
membership and a new Officer or Director is elected. Each appointee shall be
approved by at least a two-thirds vote of the Board of Directors.
Section
5.1. The
President shall:
a. preside over all meetings of
the general membership, the Board of Directors, and the Executive Committee;
b. delegate responsibilities as
deemed necessary to perform the business of the UCB as approved by the Board of
Directors;
c. in cooperation with the
Secretary, prepare an agenda for all meetings of the Board of Directors and of
the Executive Committee;
d. perform all other duties as
delegated by the Board of Directors.
The
President may be an ex-officio member of all committees of the organization.
Section
5.2. The
Vice President shall:
a. perform all duties of the
President in his/her absence or when he/she is otherwise unable to act;
b. perform other duties as
delegated by the Board of Directors.
When
the Board of Directors is reduced to three members, the office of Vice
President will not be filled.
Section
5.3. The
Secretary shall:
a. keep or cause to be kept
accurate records of the meetings of the members, Board of Directors, and
Executive Committee;
b. maintain or cause to be
maintained all valuable correspondence and records of the organization,
including membership records;
c. give notice of all meetings
of members and of the Board of Directors in the manner prescribed in these Bylaws
and Utah Code or make provision for others to do so;
d. perform the duties of the
President in the absence of the President and Vice President;
e. perform such other duties as
delegated by the Board of Directors.
Section
5.4. The
Treasurer shall:
a. be responsible for the
financial records of the organization;
b. have the active direction or
be in charge of cash, securities, books of account and shall maintain or cause
to be maintained all valuable financial records of the organization
c. work with all fund raising
and accounting firms employed by the organization;
d. work with grant writers in
reporting financial matters pertaining to the grants;
e. work with membership and fund raising activities to keep records updated;
f.
perform the duties of the President in the absence of the President,
Vice President and Secretary;
g. perform such other duties as
delegated by the Board of Directors.
Section
5.5. All
records and documents of the UCB shall be made available to Board members,
government officials, and members as appropriate pursuant to Utah Code. Reasonable
fees may be charged as allowed by law. Recordings of meetings made for the
benefit of the secretary in preparing minutes are not public documents of the
organization and may not be appropriately requested by others except by court
subpoena.
Section
5.6. Any Officer
or Director who resigns or is terminated from the Board of Directors must,
within two business days, place all records, supplies, keys, or any other UCB
items in their possession in the UCB office at the Division of Services for the
Blind and Visually Impaired or deliver or mail them to the main office or the
post office box of the organization.
Section
5.7. No
Officer or Director or group of Officers or Directors may commit the
organization to financial obligations not included in the budget most recently
adopted by the Board of Directors. No transfers from grant funding may be made other
than for the purposes specified in the grant without documented permission from
the individual or organization making the grant.
Section
6.1. The
Executive Committee shall consist of the President, Vice President, Secretary,
Treasurer, and Past President. The Executive Committee shall be responsible for
taking any actions necessary to carry out the purposes and goals of the
organization during the interim between official meetings of the Board of Directors,
subject to review by the Board at its next regularly scheduled meeting. The Executive Committee is
also responsible for outlining and planning appropriate training for Board
members, Committee chairs, and other interested members, and seeing that it is
carried out.
Section
6.2. The Board shall appoint
other committees it deems appropriate to efficiently and effectively carry out
the purposes and goals of the organization.
Section
7.1. The
UCB must maintain a majority of blind (central visual acuity does not exceed 20/200
in the better eye with correcting lenses or the field of vision in the better
eye subtends an angle of no greater than 20 degrees) and visually impaired
(visual acuity is at 20/70 or worse or the visual field is reduced to less than
20 degrees) members at all times. Any blind individual believing in the
purposes and who will contribute to the functions of the UCB upon payment of
dues may submit an application for membership. Any sighted individual who can demonstrate
his or her interest as being directed toward the purposes of the UCB may apply
for membership so long as the majority of UCB membership remains composed of
blind and visually impaired members.
Section
7.2. Dues
shall be paid annually in such amounts as fixed by the Board of Directors. The
membership year shall be from January 1st through December 31st. A grace period
of three months shall be allowed for receipt of renewal dues from members in
good standing. Memberships will become effective two weeks after receipt of
dues. Any dues received during the last four months of the membership year (September,
October, November, or December) shall be considered dues for the following
year; members first enrolling during these months upon acceptance of their
applications shall be deemed active members of the organization. The Board of Directors
may grant honorary, non-voting memberships. Any member may purchase lifetime
membership in the organization by making a one-time payment of twenty-five
times the currently prevailing adult membership dues.
Section
7.3. Members
may be expelled for:
Section
7.4. Blind
and visually impaired members in good standing shall have the right to benefit
from all programs of the organization. All members age eighteen and over will
have the right to vote in elections and business meetings of the organization and
have the right to hold office as outlined in these Bylaws.
Section
8.1. Notice
of meetings of the membership or the Board of Directors shall be by personal
contact, in writing, or by notice on the informational phone line to run not less
than ten days prior to the date of the proposed meeting if by first class mail,
thirty days if by other means. In emergency situations the Board of Directors
may be called to meet on shorter notice provided a quorum can be convened and
at least two-thirds of the Directors can be notified. Responsibility for proper
notification rests with the Secretary, the members calling the meeting, or as
the Board of Directors shall direct.
Section
8.2. Regular
meetings of the Board of Directors shall be held at least ten months of the
year. A majority of the Board of Directors shall constitute a quorum.
Section
8.3. No
meeting or portion of a meeting of the Board of Directors may be closed to
members of the UCB unless by 2/3 majority vote the Board passes a motion to go
into executive session for the purpose(s) of discussing personnel issues,
determining disciplinary action against an officer, director, or other member
or volunteer, or discussing pending contractual agreements, bids or contracts
for services that would be adversely affected by public knowledge. The motion
for a closed session must state the purpose requiring closure, and a motion to
return to open meeting must be approved by the Board immediately upon completion
of the business requiring the closed session. Upon returning to open session,
any actions taken during the closed session must be reported and entered into
the minutes as appropriate. All regular meetings of the Board of Directors must
be announced in the newsletter and/or the Utah Connection. All special meetings
shall be announced in the newsletter when practical and shall always be
announced on the Utah Connection. No special meeting may be held without at
least two days notice. The meeting announcement must include the date, time,
and location of the meeting; in the case of a special meeting, it must also include
the reason for the meeting.
Section
8.4. There
shall be a meeting of the general membership of the organization held the third
Saturday in September each year, unless otherwise approved by vote of the
membership, for the purpose of carrying on the business of the organization. At
least twenty members in good standing shall constitute a quorum.
Section
8.5. Special
meetings of the Board of Directors may be called by a majority of the Board of Directors,
the President of the organization, the Executive Committee, or at least ten
members in good standing.
Section
8.6. Special
meetings of the membership may be called by the Board of Directors, the
Executive Committee, the President, the Bylaws and Rules Committee, or at least
twenty members in good standing or 10% of the voting membership, whichever is
less. The meeting shall be held no later than sixty days following the call for
the meeting. The Board of Directors shall be responsible for seeing that
appropriate notices are sent in a timely manner to meet the requirements of
Utah Code and these Bylaws. If the members of the Board
of Directors fail to take such action, it will be considered to be a
resignation on their parts.
Section
8.7. All
meetings of the Board of Directors and of the membership shall be conducted
according to the latest revision of Robert's Rules of Order, except as
otherwise stipulated in these Bylaws, or as agreed upon by two-thirds vote of
the assembly.
Section
9.1. The
Board of Directors may, at its discretion, agree to affiliations with other
organizations of the blind which further the goals and purposes of the UCB and
shall set fees for such affiliates. Each such affiliate shall be required to
obtain and maintain its own 501(c)(3) charitable organization designation and
all required licenses and permits from the state and other governmental
entities. The charter for each affiliate shall be presented to the general
membership at the next membership meeting and must be ratified by a majority of
the members assembled to remain in effect. No later than May 15th of
each year, each affiliate shall submit to the Board of Directors of the UCB a
list of its members, an annual report of their activities, and a complete
financial statement for the year most recently concluded.
Section
10.1. Amendment
to these Bylaws shall be by two-thirds vote of the membership assembled. Proposed
Bylaws amendments must be submitted to the Secretary for inclusion in the
notice of the meeting in which they are to be presented.
Section
11.1. On
the dissolution or winding up of this corporation, its assets remaining after
payment of, or provision for payment of, all debts and liabilities shall be
distributed only to one or more non-profit funds, foundations, or corporations
for the purpose of improving the physical, social and financial conditions of
blind or visually impaired individuals in Utah and that have established their
tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. In no
case will such distribution be made to any officer, director, or member of the
organization, or to the National Federation of the Blind or any of its chapters
or affiliates. It may be distributed to the Ogden Association of the Blind if
that organization still exists and retains its IRS 501(c)(3) status and/or one
or more foundations that have supported the programs and services of the UCB
throughout the years. Such distribution shall be voted on by the general
membership if still in existence or by 2/3 vote of the Board of Directors if a
quorum of members cannot be convened.