Pennsylvania Council of the Blind Bylaws

Pennsylvania Council of the Blind
Incorporated 1936
By-Laws
As Amended Through 2015 Convention

Article I: Name

The name of this corporation shall be the Pennsylvania Council of the Blind.

Article II: Affiliation

The Pennsylvania Council of the Blind is an affiliate of the American Council of the Blind.

Article III: Purpose

The purpose of the Pennsylvania Council of the Blind is to promote independence for visually impaired persons by:

a. working to improve the economic and social welfare of visually impaired persons;
b. supporting and monitoring educational and rehabilitation programs;
c. actively supporting and broadening vocational opportunities;
d. encouraging all visually impaired persons to realize their potential and to assume their place as valued members of their communities;
e. providing a forum for visually impaired persons throughout the commonwealth;
f. conducting programs of public education designed to improve understanding of the problems unique to sight loss and of the capabilities of visually impaired persons. list end

Article IV: Membership

Section 1. Eligibility

Any person eighteen years of age or older who is a resident of Pennsylvania shall be eligible for membership in the Pennsylvania Council of the Blind provided he/she subscribes to the objectives of this organization.

Section 2. Primary Chapter

Any person may join as many local chapters or special interest groups of the Pennsylvania Council of the Blind as he/she chooses. However, in so doing, he/she must designate which chapter or special interest affiliate is to be the Primary chapter, the entity through which his/her PCB and ACB membership dues shall be paid and on whose membership roster he/she shall be listed for the purpose of determining the delegate count at the annual state convention. As a member of the Primary chapter he/she shall pay membership dues in the same amount as other members, and, like them, he/she shall be entitled to an individual vote. The exact amount of dues which he/she pays to any additional chapter or special interest affiliate shall be determined by that entity.

Section 3. Junior Membership

Persons under eighteen years of age who subscribe to the objectives of this organization are eligible to become junior members. Junior members may participate in discussion but may not vote nor hold office.

Section 4. Non-Profit Agency Membership

Any non-profit agency or organization which subscribes to the objectives of the Pennsylvania Council of the Blind is eligible for non-profit agency membership, a non voting membership.

Section 5. For-Profit Corporate Membership

Any for-profit corporation or organization which subscribes to the objectives of the Pennsylvania Council of the Blind is eligible for for-profit corporate membership, a non-voting membership.

Section 6. Honorary Membership

The Board of Directors may confer an Honorary Life Membership upon any person who, in its judgment, has given outstanding service to and for people who are blind or visually impaired.

Section 7. Lifetime Membership

Lifetime membership in the Pennsylvania Council of the Blind may be purchased at a cost of one thousand (1,000) dollars, payable to the organization in a lump sum or in annual installments not to exceed five (5) installments. All monies received for lifetime memberships are non-refundable and shall be deposited in a separate, specially designated interest-bearing/investment account of the organization.

Section 8. Dues

The annual membership dues for the Pennsylvania Council of the Blind shall be an amount recommended by the Board of Directors and approved by the membership at an annual convention. Dues are payable in advance and credited to the first day of January of each year. Dues are payable by members of chapters and special interest affiliates through these entities and by members at large directly to the Treasurer of PCB.

Dues for junior members shall be fifty (50) percent of dues paid by adult members.

Dues for non-profit agency members shall be two (2) times the dues paid by adult members.

Dues for for-profit agency members shall be (3) three times the dues paid by non-profit agency members.

Dues for special interest affiliates, currently fifty (50) dollars, shall be an amount recommended by the Board of Directors and approved by the membership at an annual convention.

Article V: Composition and Compensation of the Board of Directors

Section 1. Composition of the Board of Directors

The officers, together with eight (8) elected Directors, shall constitute the Board of Directors of this organization. The officers shall be: President, 1st Vice President, 2nd Vice President, Recording Secretary, Treasurer, and Immediate Past President. The President, 1st Vice President and 2nd Vice President shall be blind or visually impaired.

Section 2. Compensation

No officer or Director of the Pennsylvania Council of the Blind shall receive any salary or wages for his/her services. However, the expenses of Board members to and from authorized meetings shall be paid by the Pennsylvania Council of the Blind, provided funds are available.

Article VI: Powers and Duties of the Board of Directors

Section 1. Authority of the Board of Directors

The Board of Directors shall be the governing body of the Pennsylvania Council of the Blind between conventions, provided that it shall make no policy decisions and take no official action in conflict with existing decisions or actions of the Convention. At least seven (7) members of the Board must be present to establish a quorum to carry on business. All business brought before the Board shall be decided by a majority vote of its members present and voting.

Section 2. Reports

At each meeting the Board shall receive a report from the President and the Treasurer of the Pennsylvania Council of the Blind.

Section 3. Credentials

The Board of Directors, in consultation with the president, at the beginning of his/her term, shall appoint a Credentials Committee, comprised of at least two members of the Board of Directors and one member from among the membership. The Credentials Committee shall have the authority to determine whether a newly formed chapter is eligible for affiliate status, shall review whether a chapters bylaws, including all revisions, comply with the mission of the Pennsylvania Council of the Blind, and is authorized to rule whether a member, chapter or special interest affiliate is in good standing.

In determining whether a chapter or special interest affiliate is in good standing, the Credentials Committee shall consider the following:

1. Whether the chapter has maintained a minimum membership requirement as set forth in Article IX, Section 3, whether the chapter has paid the appropriate membership dues, and whether the chapter has complied with the organization’s membership reporting requirements;
2. Whether the chapter is complying with the organization’s physical accessibility policy, and;
3. Any member, chapter or special interest affiliate negatively impacted by a decision of the Credentials Committee may appeal this decision to the entire Board of Directors, and as a last resort the assembled convention.

Section 4. Meetings

The Board of Directors shall meet at the time of the State convention. It shall hold at least one (1) other regular meeting each year. Special meetings may be held either at the call of the President or at the written request of any five (5) members of the Board. A roll call shall be taken at the commencement of each meeting and a quorum established. When voting on any action or motion, should a voice vote not be clearly unanimous, members of the board shall be poled individually by the Secretary, with the recording of the count of the vote in the official minutes of the meeting. Meetings of the Board of Directors may be conducted in person or by any technological means for the inclusion of some or all board members, and by which all members participating can hear each other at the same time. Such technologies shall include but not be limited to: telephone, computer, or smart phone based conferencing. Appropriate technologies will be determined by an action of the board meeting in person, by a two thirds vote. The procedures of meetings conducted through the use of technologies shall not vary from those employed by the board when meeting in person. When meeting in person the board of directors shall adhere to the organization’s physical accessibility standards.

Section 5. The State Convention

The time and place of an upcoming convention of the Pennsylvania Council of the Blind shall be recommended by the Convention Site Committee when this committee makes its report at an annual convention. A majority vote of the members present and voting shall then determine the date and place of the next convention. Notice of the convention shall be published in any official publication of the Pennsylvania Council of the Blind or in a special bulletin to members. Such notice shall be given to the members at least thirty (30) days prior to the convention. The convention site shall adhere to the physical accessibility standards of the organization.

Section 6. Administrative Staff

The Board of Directors shall approve the hiring of all administrative staff by approval of two-thirds (2/3) vote of the board present at the meeting at which such action is considered. The Executive Board shall dismiss any employee by unanimous vote of the full Executive board.

Section 7. Cost of Bonds

When any bond is required of any officer or employee or member of the Pennsylvania Council of the Blind by these Bylaws or is required of such persons by State or Federal law for functions to be performed on behalf of the Pennsylvania Council of the Blind, the Board of Directors shall authorize the payment of the costs of such bonds.

Section 8. Contracts

No member or group of members or officer or group of officers shall enter into any contract either in behalf of the Pennsylvania Council of the Blind or binding on the Pennsylvania Council of the Blind without the permission of the Board of Directors.

Section 9. Solicitation of Funds

No member or group of members shall solicit funds in the name of or for the Pennsylvania Council of the Blind without the permission of the Board of Directors.

Section 10. Official Seal

The official seal of the Pennsylvania Council of the Blind shall be located in the office of the Council to be affixed on legal papers and contracts of the organization as authorized by the Board of Directors.

Section 11. Suspension and Expulsion of Members

Suspension or expulsion of members from this organization for cause shall be by two- thirds (2/3) vote of the members present and voting at a special meeting of the Board of Directors called for that purpose. The member subject to the proposed action shall be informed in writing of his/her possible suspension or expulsion and of the reason(s) for this action at least ten (10) days prior to the meeting and shall have the right to make rebuttal. Cause shall include, but not be limited to, commission of a felony or misdemeanor and bringing the Pennsylvania Council of the Blind into public disrepute. If the decision of the Board is against the individual, he/she may appeal his/her case before the Convention. Request for appeal must be made in writing and sent to the Board within thirty (30) days of the notice of suspension or expulsion. The decision of the Convention shall be final.

Article VII: Powers and Duties of the Convention

Section 1. Authority of the Convention.

The Convention of the Pennsylvania Council of the Blind shall be the ultimate authority within this organization on all matters except those matters delegated in these Bylaws to the final authority or discretion of the officers, the Board of Directors, or working committees. Its decision shall be made after opportunity has been afforded for full and fair discussion.

Section 2. Voting
Official delegates shall be authorized to vote on behalf of chapters and special interest affiliates at annual conventions of the Pennsylvania Council of the Blind. Each Chapter and each special interest affiliate shall be represented by two (2) delegates. In addition, each member of a chapter or special interest affiliate who is present at the convention is entitled to one (1) vote, provided he/she has paid membership dues in accordance with these Bylaws. This popular vote count shall be added to the delegate vote count and shall constitute the total vote for or against any issue. Any business brought before the Convention shall be decided by a majority vote except as otherwise stated in these Bylaws.

Section 3. Elections

Regular election of officers and Directors shall occur during the annual convention. Officers shall be elected in odd numbered years for a term of office of two (2) years. Four (4) Directors shall be elected each year to serve a term of two (2) years. The term of office for both officers and Directors shall begin January 1 following their election. No Director and no officer other than the Secretary and the Treasurer shall serve for more than two (2) full consecutive terms in the same office.

If a vacancy should occur on the Board of Directors (the offices of President, 1st Vice President and 2nd Vice President excepted), the Board may elect by majority vote of its members present and voting an individual to fill the vacated position until the next annual election. At that time, if necessary, the membership shall elect a successor to serve for the remainder of the term. If the vacated office is that of President or 1st Vice President, then the 1st Vice President and/or the 2nd Vice President shall succeed to the next higher office and shall serve for the remainder of the term.

Upon completion of the election of officers and members of the board, all those elected shall be sworn in to their position by affirming through a Pledge of Obligation to be administered by the organization’s past President. If the past President is unavailable, the pledge shall be administered by the highest ranking officer or most senior member of the Board who has not stood for election during the current cycle. Wording of the Pledge shall be determined by the Board of Directors and may be changed or updated accordingly.

Article VIII: Duties of Officers

Section 1. Executive Board

All officers in addition to the Immediate Past President shall comprise the Executive Board of the Pennsylvania Council of the Blind.

Section 2. President

The President is the principal administrative officer of the Council. In this capacity the President’s duties shall consist of:

1. Carrying out the policies adopted by the Convention.
2. Supervising the administrative operation of the Pennsylvania Council of the Blind and acting as liaison between the office administration and the Board of Directors.
3. Co-signing, or appointing a designated officer to co-sign, all checks drawn on funds of the Corporation.
4. Coordinating all activities of the Council including the work of other officers and all committees.
5. Appointing a Nominating Committee and all other committees.
6. Making reports to the Board and to the convention.

Section 3. Vice President

Each Vice President, in the order of his/her title, shall perform the duties of the President upon the death, resignation, inability to serve, or absence of the President.

Section 4. Recording Secretary

The Recording Secretary shall:

1. Keep all records entrusted to him/her by the President or the Board.
2. Take minutes at all conventions and Board meetings.
3. Be responsible for preparing minutes of all conventions and Board meetings and distributing them to Presidents of chapters and special interest affiliates and members of the Board within sixty (60) days of said meeting(s).

Section 5. Treasurer

The Treasurer shall:

1. Oversee the fiscal components of the operation of the Pennsylvania Council of the Blind.
2. Make all financial disbursements by check signed by him/her and co-signed by the President or his/her designee.
3. Maintain a roster containing the names, addresses and dues status of all members of the organization.
4. Provide a financial report at each meeting of the board.

The Treasurer of the Pennsylvania Council of the Blind shall be bonded in an amount prescribed by the Board of Directors.

Section 6. Chaplain

The President shall appoint a Chaplain to conduct or contribute to ceremonies and events of the organization. In carrying out such duties, the chaplain shall be respectful of the membership’s diverse religious traditions.

Section 7. Editor

One or more individuals shall be appointed by the President to serve as Editor(s) for all official publications of the Pennsylvania Council of the Blind.

Article IX: Chapters and Affiliates

Section 1. Chapters

Any group of not less than eight (8) persons residing in the Commonwealth of Pennsylvania, the majority of whom are blind or visually impaired and who are in agreement with the purposes and objectives of the Pennsylvania Council of the Blind, may form a Chapter and shall be granted a charter upon the approval of the Board of Directors. They shall adopt bylaws which are not in conflict with the Bylaws of the Pennsylvania Council of the Blind.

Section 2. Special Interest Affiliates

Any special interest group having at least ten (10) voting members, the majority of whom are blind or visually impaired, may apply for affiliation with the Pennsylvania Council of the Blind. Application for membership must be approved by a majority of the members at an annual convention.

Section 3. In Good Standing

1. Maintain a membership of at least eight (8), the majority of whom must be blind or visually impaired, unless otherwise determined by the board of directors; shall submit to the PCB office the chapter membership’s appropriate membership dues and; shall observe the organization’s membership reporting requirements;
2. Hold all organization functions in adherence of PCB’s physical accessibility standards.

Section 4. Members-At-Large

Any eligible member who does not wish to join a Chapter or who resides in an area where no Chapter exists may be a member-at-large.

Article X: Amendments

These Bylaws may be amended only at an annual convention of the Pennsylvania Council of the Blind. Proposed amendments must be submitted in writing to the Bylaws Committee no later than April 30. The Bylaws Committee shall review the proposed amendments to determine whether they are in conflict with any other provision of these Bylaws before referring them to the convention for final action.

A copy of all proposed amendments must be forwarded to the home/office of members of the Board of Directors and to the President of each Chapter and Special Interest Affiliate no later than thirty (30) days prior to the convention.

In order to amend or revise these Bylaws an affirmative vote by two thirds (2/3) of the members present and voting at any convention of the Pennsylvania Council of the Blind is required. All amendments, changes or deletions made to these Bylaws shall become effective January 1, following their ratification.

Article XI: Procedure

The Pennsylvania Council of the Blind and its convention shall be governed by these Bylaws and by Robert’s Rules of Order Revised, when not in conflict with these Bylaws.

Article XII: Dissolution

If there should be a dissolution of the Pennsylvania Council of the Blind, all assets shall be disposed of by transferring same to one or more organizations organized and operated exclusively for charitable, educational or recreational purposes whose objectives are consistent with those of the Pennsylvania Council of the Blind. In no event shall any assets revert to members of the Board of Directors, chapters, special interest affiliates or individual members.

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