Kansas
Association for the Blind & Visually Impaired, Inc.
K A B V I ByLaws
OFFICES
1.1 Principal Office. The principal office for the transaction of
the business of the corporation is hereby located at 909 SW College, City of
Topeka, County of Shawnee, Kansas, 66606.
1.2 Registered Office. The corporation, by resolution of its Board
of Directors, may change the location of its registered office as designated in
the Articles of Incorporation to any other place in Kansas. By like resolution,
the resident agent at such registered office may be changed to any other person
or corporation, including itself. Upon adoption of such a resolution, a
certificate certifying the change shall be executed, acknowledged and filed with
the Secretary of State, and a certified copy thereof shall be recorded in the
office of the Register of Deeds for the county in which the new registered office
is located and in the former county, if such registered office is moved from one
county to another.
1.3 Other Offices. Branch or subordinate offices may at any time
be established by the Board of Directors at any place or places where the
corporation is qualified to do business.
MEMBERSHIP
2.1 Membership. The following persons and entities are eligible for
membership in this corporation:
2.1.1Youth Member. Any person who has attained sixteen (16)
years of age is eligible for youth membership. Persons applying for youth
membership must have written permission of their parents, if married, and if not,
then the parent having residential custody of said person or legal guardian of
said person.
2.1.2Active Member. Any person who has attained eighteen
years (18) of age is eligible for active membership. Upon attaining eighteen
years (18) of age, a youth member shall automatically become an active member.
2.1.3Organizational Member. Any corporation, association,
society, club, organization, government agency, partnership or other business
entity that desires to encourage and support the work of the corporation is
eligible for organizational membership. Organizational members must have a
certified representative who shall be the representative of said organization.
2.1.4.1 Life Member. Any person who is eligible for
membership is eligible for life membership if said person pays a one-time fee of
two-hundred and fifty dollars (250); life members shall not be required to pay
annual dues.
2.1.4.2 Out of state Life Member. Any person who resides
out of the state of Kansas is eligible for Life Membership if said person pays
a one-time fee of two-hundred and fifty dollars (250.00) although the member is
not permitted to vote; life members shall not be required to pay annual dues.
2.1.5Honorary Member. Any person who as rendered eminent
service in the advancement of the goals and objectives of the corporation may be
elected to honorary membership status.
2.2 No Discrimination and Termination. No person applying for
membership or member of this corporation shall be discriminated against because
of race, religion, ethnic or cultural background, or disability, except that a
person or organizational member whose membership has been terminated shall not
be accepted as a member unless a majority of the then board of directors approves
the application. Membership in the corporation shall be for a one (1) year
period ending on the last day of the fiscal year of the corporation.
2.3 Application for Membership. Applications for membership shall
be made in the manner prescribed by the Membership Committee, where so directed
by a resolution of the Board of Directors. Honorary memberships shall be
determined under terms and conditions as specified by resolution of the Board of
Directors. All members, other than corporate, must be a resident of the State
of Kansas. All applicants for membership and all members renewing their
membership agree, by the act of making said application or renewal, to be bound
at all times by these bylaws, any amendment thereof, and any rules and
regulations, if any, hereafter established, and any amendment thereof, by the
corporation.
2.3.1Youth Members, Non-resident Members, and Non-resident
Life Members shall not be eligible for election to the board of directors.
2.4 Membership Dues. All members must pay an initial dues upon
application for membership and must pay annual dues for the next corporate year,
which are due January 1 of such year, as follows:
2.4.1Youth Member.
Youth Members--Five Dollars ($5.00).
2.4.2Active Member.
Active Members--Five Dollars ($5.00).
2.4.2.1 Non-resident Active Member.
Non-resident Member--five dollars ($5.00).
2.4.3Organizational Member.
Organizational members--Ten Dollars ($10.00).
2.4.4Life Member.
Life Membership--no dues.
2.4.4.1 Non-resident Life Membership.
Non-resident Life Membership--no dues.
2.4.5Honorary Member.
Honorary Membership--no dues.
2.5 Ipso Facto Termination and Reinstatement. Notwithstanding any
provision in these bylaws to the contrary, the membership of any member who
fails, for whatever reason, to pay his or her dues when due shall be ipso facto
terminated. A person or organizational member whose membership has been ipso
facto terminated for failure to pay annual dues may be reinstated as a member if
application for reinstatement is made by february 1st of the subject year. If
application for reinstatement is not timelymade, the person or organizational
member must apply for membership as if a new applicant.
2.6 Duties, Privileges and Voting. Members, in good standing,
shall have the following duties, privileges and voting rights:
2.6.1Youth Members. Youth members shall have the right to
attend membership meetings, serve on one or more committees as appointed by the
Board of Directors or the president of the corporation, or his or her designee,
and receive the corporation newsletter and such other publications as the Board
of Directors may direct, from time to time. Youth members shall not have the
right to vote on matters at membership meetings.
2.6.2Active Members. Active members shall have the right to
vote on all matters they are entitled to vote on, hold office as an officer
and/or director, attend meetings, serve on one or more committees as appointed
by the Board of Directors or the president of the corporation, or his or her
designee, and receive the corporation newsletter and such other publications as
the Board of Directors may direct, from time to time.
2.6.3Organizational Members. Organizational members shall
receive the corporate newsletter and such publications as the Board of Directors
may direct, may attend all membership meetings, may attend all director meetings
where asked to do so by the Board of Directors and may serve on such committees
as appointed by the Board of Directors or the president of the corporation, or
his or her designee. Organizational members shall not have the right to vote on
matters at membership meetings and shall not be entitled to hold a corporate
office, be it the Board of Directors or a corporate officer's position, except
that the certified representative of an organizational member may serve as the
chairperson of a committee to which said organization is appointed.
2.6.4Life Members, Honorary Members, Non-resident Members, and
Non-resident Life Members shall have duties, privileges and voting rights of
active members.
2.7 Automatic Resignation of Office. A member whose membership has
been suspended or terminated ipso facto shall automatically be deemed to have
resigned any office, be it a member of the Board of Directors or an officer, held
by such person.
2.8 Resignation from Membership. A resignation of membership shall
be presented to the Board of Directors, but shall not relieve any member from any
liability for any dues, assessments or other obligations, if any, to the
corporation which are unpaid at the time such resignation is filed, or which may
arise prior to the acceptance of the resignation.
2.9 Reprimand, Suspension or Termination of Membership: Grounds
and Procedure. Excepted as otherwise provided in these bylaws, any member who
willfully violates any provision of these bylaws, the rules or regulations duly
adopted by the Board of Directors, or who shall do anything calculated to disturb
the order, peace, or harmony of the corporation or impairs its good name, shall
be deemed guilty of conduct unbecoming a member and may be reprimanded,
suspended, and/or terminated. The Board of Directors shall have the power to
terminate the membership of any member for just cause. The procedure for
termination of a member's membership for just cause shall be by complaint filed
by the chairman or vice-chairman of the Board of Directors and thereafter
processed as provided in Section 2.9.1.1. of this article.
2.9.1Filing of Charges. A member in whose presence another
member engages in conduct unbecoming a member may file with the Board of
Directors a charge, hereinafter referred to as a "complaint", in writing
specifying the time, date, place and circumstances of such unbecoming conduct.
2.9.1.1 If a written complaint is filed, the Board
of Directors shall direct the Suspension Committee to determine whether there
exists reasonable cause to believe a member has engaged in unbecoming conduct.
The Suspension Committee shall make its finding within twenty (20) days of
receipt from the Board of Directors of the written complaint, and shall send a
copy thereof to the Board of Directors. If the Membership Committee so finds,
the Board of Directors shall proceed to process said complaint as provided in
Section 6.2 of this article.
2.9.2Hearing and Procedure.
2.9.2.1 Whenever a complaint is filed charging
conduct unbecoming a member, and the Suspension Committee has made a finding that
there exits reasonable cause to believe a member has engaged in unbecoming
conduct, or the Board of Directors has determined that a member's membership
should be terminated for just cause and the chairman or vice-chairman has filed,
the Membership Committee shall give written notice to the accused member, stating
the substance of the charge or complaint in concise terms, and a copy of the
complaint, and requesting the accused member to appear at a disciplinary hearing
before the Membership Committee to be held not earlier than twenty (20) days and
not later than thirty (30) days, exclusive of continuances granted or ordered by
said committee, from the date of the notice. At such hearing the accused shall
have the right to appear, to have legal counsel (at said member's sole expense),
to have the complaint read in his or presence, to confront witnesses against him
or her, to produce witnesses on his or her own behalf, and to testify. In making
its evidentiary determination, the Membership Committee shall find the charge of
conduct unbecoming a member or the just cause determined by the Board of
Directors either proven or not proven and, if proven, it shall recommend to the
Board of Directors in accordance with Section 6.2 of this article such punishment
of the member as, in its judgement, may be proper. Punishment shall, except as
specifically provided otherwise in this article, include suspension for a term
to be set by the Membership Committee and reprimand. If the Membership Committee
shall find the charge of conduct unbecoming a member or the just cause determined
by the Board of Directors not proven, the complaint shall be forthwith null and
void, and written notice thereof shall be given to the Board of Directors and to
the accused member, or to his or her legal counsel of record.
2.9.2.2 The hearing need not be conducted in
accordance with legal rules of evidence, and any relevant evidence, whether or
not admissible in a court of law, shall be admissible at a Membership Committee
disciplinary hearing.
2.9.2.3 A written transcript of the disciplinary
hearing before the Membership Committee may be caused to be made by the accused
member, provided that it is made and prepared by a certified court reporter and
entirely at the accused member's expense.
2.9.3Time Period For Findings. Within fifteen (15) days after
the meeting at which the Membership Committee has found the charge of conduct
unbecoming a member proven, or the just cause determined by the Board of
Directors proven, the Membership Committee shall make a report and recommendation
to the Board of Directors, a copy of which shall be given to the accused member
in person or by certified mail addressed to the accused member at his or her
address as shown on the corporation's records or to the accused member's counsel
of record. If the Membership Committee has found that the just cause
determination of the Board of Directors is proven, the recommendation shall be
termination of membership.
2.9.4Appeal Time. Within seven (7) days after the receipt by
the accused member, or his or her legal counsel of record, of the report and
recommendation by the Membership Committee, the accused member may appeal in
writing to the chairman of the Board of Directors requesting that the Board of
Directors review the report and recommendation. Said appeal must state the
accused member's basis and grounds for appeal. Failure to request such a review
within seven (7) days shall constitute a waiver of any right to a review before
the Board of Directors, which shall then implement the recommendation of the
Membership Committee. In the event a Board review is requested by the accused
member, the Board of Directors shall set a date, time and place for the Board
review and shall notify the accused member of such in writing. The accused
member shall have the right to be represented by legal counsel, at the sole
expense of said accused member. The Board of Directors shall render its final
determination within fifteen (15) days following its review, and the report of
such determination shall be made in writing to the Membership Committee, with a
copy given to the accused member, or his legal counsel of record, by certified
mail. The action of the Board of Directors shall be final and not reviewable.
Any member so disciplined, who fails to comply with the decision of the Board of
Directors, shall ipso facto cease to be a member of the corporation.
2.9.5Failure to Appear. Failure of the accused member to
appear in person or by legal counsel of record at the designated date and time
of the disciplinary hearing as provided in Section 6.2.1 of this article shall
be deemed a voluntary confession and a plea of guilty to the charges set forth
in the complaint, upon which the recommendation of the Membership Committee shall
be implemented.
2.9.6Waiver of Right. Each member of the corporation waives
any right to personal or legal redress against the corporation, the members of
the Board of Directors, members of the Membership Committee and members of the
corporation for disciplinary action taken under this article, regardless of the
outcome of said action.
2.9.7No immunity. Discipline of any member shall be only as
described in this article. No member shall be immune from the disciplinary
procedures and punishment set forth in this article because of office or position
in the corporation or because of type of membership held. A member who is
subject to disciplinary proceedings, including the Board's determination of just
cause, shall have no right, power or authority to participate in said proceedings
in any manner, except as an accused member.
2.10 Place of Meetings. All annual meetings of members and all
other meetings of members shall be held at the principal office of the
corporation unless another place within or without the State of Kansas is
designated either by the Board of Directors pursuant to authority hereinafter
granted to said board, or by the written consent of all members entitled to vote
thereafter, given either before or after the meeting and filed with the recording
secretary of the corporation. All meeting sites used by the corporation shall
be free of architectural and communication barriers, and accessible for all
individuals.
2.11 Meetings of Members and Other Membership Matters. The annual
meetings of the members shall be held on the last Friday in September at 9:00
o'clock, a.m. of said day. At such meeting, directors shall be introduced,
reports of the affairs of the corporation shall be considered, new members
recognized, and any other business may be transacted which is within the power
of the members.
2.12 Notice of Meetings. Notice of each annual meeting shall be
given to each member, either personally or by mail or other means of written
communication, charges prepaid, addressed to such member at his address appearing
on the books of the corporation or given by him to the corporation for the
purpose of notice. If a member gives no address, notice shall be deemed to have
been given if sent by mail or other means of written communication addressed to
the place where the principal office of the corporation is situated, or if
published at least once in some newspaper of general circulation in the county
in which said office is located. All such notices shall be sent to each member
entitled thereto no less than ten (10) days nor more than sixty (60) days before
each annual meeting, and shall specify the place, the day and the hour of such
meeting, and shall state such other matters, if any as may be expressly required
by statute. All notices shall be prepared in writing and in a manner to be
accessible to all individuals.
2.13 Special Meetings. Special meetings of the members, for any
purpose or purposes whatsoever, may be called at any time by the president or by
the Board of Directors, Except in special cases where other express provision is
made by statute, notice of such special meetings shall be given in the same
manner as for annual meetings of members. Notices of any special meeting shall
specify in addition to the place, day and hour of such meeting, the general
nature of the business to be transacted. All notices shall be prepared in a
manner to be accessible for all individuals.
2.14 Adjourned Meetings and Notice Thereof. Any members' meeting,
annual or special, whether or not a quorum is present, may be adjourned from time
to time by the vote of a majority of the membership interest, the holders of
which are present thereat, but in the absence of a quorum, no other business may
be transacted at such meeting. When any members' meeting, either annual or
special, is adjourned for thirty (30) days or more, notice of the adjourned
meeting shall be given as in the case of an original meeting. Except as
aforesaid, it shall not be necessary to give any notice of an adjournment or of
the business to be transacted at an adjourned meeting, if the time and place
thereof are announced at the meeting at which such adjournment is taken.
2.15 Voting. Unless the Board of Directors has fixed in advance a
record date for purposes of determining entitlement to vote at the meeting, the
record date shall be as of the close of business on the day next preceding the
date on which the meeting shall be held. Each voting member shall have one (1)
vote for all matters which may properly come before the members at any annual or
special meeting. All the matters brought before the membership at a meeting must
pass by a majority vote of the members present at the meeting. Voting relating
to the election or removal of directors shall be by secret written ballot, or
other agreed upon manner, and shall be examined by no less than two (2) of the
following officers: president, vice-president and recording secretary.
2.16 Quorum. The presence in person of a majority of the members
at any meeting shall constitute a quorum for the transaction of business. The
members present at a duly called or held meeting at which a quorum is present may
continue to do business until adjournment, notwithstanding the withdrawal of
enough members to leave less than a quorum.
2.17 Inspection of Corporate Records. The membership ledger, the
books of account, and minutes of proceedings of the members, the Board of
Directors and of executive committees of directors shall be open to inspection
during ordinary business hours upon the written demand of any member within seven
(7) days of such demand, if for a purpose reasonably related to his or her
interest as a member. Unless otherwise provided in these bylaws, the list of
members entitled to vote shall be prepared at least ten (10) days before every
meeting of members by the officer in charge of the membership ledger, which shall
be the membership secretary, and shall be open to inspection during ordinary
business hours by any member, for any purpose germane to the meeting, for at
least ten (10) days prior to such meeting. Such inspection may be made in person
or by an agent or attorney authorized in writing by a member, and shall include
the right to make abstracts. Demand of inspection other than at a members'
meeting shall be made in writing upon the president or membership secretary of
the corporation.
2.18 Inspection of Bylaws. The corporation shall keep in its
principal office, for the transaction of business, the original or a copy of
these bylaws as amended or otherwise altered to date, certified by the recording
secretary, which shall be open to inspection by the members at all reasonable
times during ordinary business hours.
DIRECTORS
3.1 Powers. Subject to limitations of the Articles of
Incorporation, of the bylaws, and of the Kansas Corporation Code as to action
which shall be authorized or approved by the members, and subject to the duties
of directors as prescribed by the bylaws, all corporate powers shall be exercised
by or under the authority of, and the business and affairs of the corporation
shall be controlled by the Board of Directors. Without prejudice to such general
powers, but subject to the same limitations, it is hereby expressly declared that
the directors shall have the following powers, to-wit:
3.1.1If allowed by the Articles of Incorporation, to alter,
amend or repeal the bylaws of the corporation.
3.1.2To select and remove all other officers, agents and
employees of the corporation, prescribe such powers and duties for them as may
not be inconsistent with law, or with the Articles of Incorporation or the
bylaws, fix their compensation, and may, if required by resolution of the Board
of Directors, require from them security for faithful service.
3.1.3To conduct, manage, and control the affairs and business
of the corporation, and to make such rules and regulations therefore not
inconsistent with the law, or with the Articles of Incorporation or the bylaws,
as they may deem best.
3.1.4To change the principal office and registered office for
the transaction of the business of the corporation from one location to another
as provided in Article I hereof; to fix and locate from time to time one or more
subsidiary offices of the corporation within or without the State of Kansas, as
provided in Article I, Section 3 hereof; to designate any place within or without
the State of Kansas for the holding of any members' meetings; to adopt, make and
use a corporate seal, to prescribe the forms of membership certificates, and to
alter the forms of such seal and of such certificates from time to time, as in
their judgment they may deem best, provided such seal and such certificate shall
at all times comply with the provisions of law.
3.1.5To borrow money and incur indebtedness for purposes of
the corporation, and to cause to be executed and delivered therefore, in the
corporate name, promissory notes, bonds, debentures, deeds of trust, mortgages,
pledges, hypothecation or other evidences of debt and securities therefore, but
only upon approval of the members at a special meeting called for that purpose.
3.1.6Oversee the conducting of an annual audit of the
corporation's financial books and records by a duly licensed professional who
shall not be the same accountant who prepares the corporation's financial
statements and tax returns. The audit shall be made in conformity with
recognized accounting practices and may be either a certified audit or a compiled
audit. Said audit shall be conducted and completed in time to allow for its
presentation to the membership at the annual meetings thereof.
3.1.7To appoint and establish committees and to delegate to
such committees any of the powers and authority of the board in the management
of the business and affairs of the corporation, except the power to adopt, amend
or repeal bylaws. The Board of Directors by resolution shall establish the
following committees and grant them such reasonable powers and duties as the
board may prescribe by resolution: awards, convention, education, finance,
legislative, membership, publications, nomination, vision care advisory, program,
public relations, and scholarship.
3.1.8To confirm all committees appointed and established by
the president.
3.1.9To appoint such person or persons, as the directors may
decide, to such caucuses, committees, task forces and other similar type programs
or groups sponsored by any federal, state, county or city governmental agency or
private industry relating to the purposes and goals of this corporation.
3.2 Number and Qualification of Directors. The authorized number
of directors of the corporation shall be not less than five (5) nor more than
thirty-one (31) as provided in the Articles of Incorporation for this corporation
and the authorized number of ex-officio directors of the corporation shall be not
more than two (2), until changed by amendment to this bylaw. Directors must be
residents of the State of Kansas and regular, life, or honorary members of the
corporation. Ex-officio board members must be residents of the State of Kansas
and regular, life, or honorary members of the corporation. Ex-officio board
members shall not have any power or authority to vote. Until modified by
amendment to these bylaws, there shall be twelve (12) directors and one (1)
ex-officio director. The ex-officio director shall be the editor of the
corporation's newsletter.
3.3 Nominations for Directors. No later than sixty (60) days
before the annual meeting of members, the Board of Directors shall appoint a
nominating committee of three (3) members of the corporation, which shall make
and deliver to the president, recording secretary and membership secretary a
report of nominations, and the respective director position number of such
nominee, within twenty (20) days of the appointment of the nominating committee,
and shall place in nomination the name of such nominees for directorship at the
annual meeting of members. The names of each nominee and the respective director
position number shall be sent to all members by the membership secretary at least
seven (7) days prior to the annual meeting of members. Nomination of directors
shall also be taken from the floor at the annual meeting of members, upon
identification of the director's position number and the seconding of said
nomination. In all cases, each nominee for director shall, either orally at said
election or in writing prior thereto, consent to his or her nomination and agree
to faithfully and diligently serve for the term of said directorship.
3.4 Election and Term of Office. One third (1/3) of the directors
shall be elected at each annual meeting of members, but if any such annual
meeting is not held, or the directors are not elected thereat, the directors may
be elected at a special meeting of members held for that purpose as soon
thereafter as conveniently may be. Each director position may be referred to
numerically as position number one (1) through position number twelve (12),
inclusive. Currently, director positions number one (1) through four (4),
inclusive, shall be for a period of one (1) year, and shall be up for election
at the annual meeting of directors held in 1997, for a term of three (3) years;
director positions number five (5) through eight (8), inclusive, shall be for a
period of two (2) years, and shall be up for election at the annual meeting of
directors held in 1998, for a term of three (3) years, and director positions
number nine (9) through twelve (12), inclusive, shall be for a period of three
(3) years, and shall be up for election at the annual meeting in 1999, for a term
of three (3) years. Each year thereafter, the positions up for election shall
follow the numerical sequence set forth above and alternate accordingly so that
one-third (1/3) of the Board of Directors are elected annually for a three (3)
year period. All directors shall hold office until their respective successors
are elected. A director may be removed from office at any time for cause,
however, by majority vote of the voting members, and may be removed without cause
by a two-thirds (2/3) vote of the voting members.
3.5 Vacancies. Filling of vacancies shall be as follows:
3.5.1Vacancies on the Board of Directors may be filled by a
majority of the remaining directors, although less than a quorum, or by a sole
remaining director. If the Articles of Incorporation permit election of
directors without written ballot, then the election of directors to fill
vacancies shall be without written ballot, unless requested by any director. If
at any time, by reason of death, resignation, or other cause, the corporation
should have no directors in office, then any officer or any member or any
executor, administrator, trustee or guardian of a member may call a special
meeting of the members in accordance with the provisions of these bylaws, or may
apply to the District Court for a decree summarily ordering election as provided
for by the Kansas Corporation Code. Each director so elected shall hold office
until his successor is elected at an annual or a special meeting of the members.
If a director shall be absent, except for reasons of ill health, reasonable
excuse for which notice was given, or absence from the country, from three
consecutive board meetings, including regularly scheduled meetings and special
meetings duly called and noticed, the remaining Board of Directors may in its
discretion declare the office of such director vacated by reason of neglect, and
a successor director shall be elected as provided in these bylaws.
3.5.2A vacancy or vacancies on the Board of Directors shall
be deemed to exist in case of the death, resignation or removal of any director,
or if the authorized number of directors be increased, or if the members fail at
any annual or special meeting of members at which any director or directors are
elected to elect the full authorized number of directors to be voted for at the
meeting, or if any director or directors elected shall refuse to serve.
3.5.3No reduction of the authorized number of directors shall
have the effect of removing any director prior to the expiration of his or her
elected term of office.
3.6 Place of Meeting. Regular and special meetings of the Board
of Directors shall be held at any place within or without the State of Kansas
which has been designated from time to time by resolution of the board or by
written consent of all members of the board. In the absence of such designation,
all meetings shall be held at the principal office of the corporation.
3.7 Annual Meeting. Immediately following each annual meeting of
members, the Board of Directors shall hold a regular meeting for the purpose of
election of officers, establishing committees and appointing members thereto, and
the transaction of other business.
3.8 Other Regular Meetings. The Board of Directors shall, without
necessity of call or notice, hold a regular meeting every quarter at such date,
time and place the Board of Directors may from time to time designate in advance
of such meetings; provided, however, that should said day fall upon a legal
holiday, then said meeting shall be held at the same time on the next day
thereafter ensuing which is not a legal holiday. Notice of all such regular
meetings of the Board of Directors is hereby waived.
3.9 Special Meetings. Special meetings of the Board of Directors
for any purpose or purposes shall be called at any time by the president or, if
he or she is absent or unable or refuses to act, by the recording secretary or
by any other director. Notice of such special meetings, unless waived by
attendance thereat or by written consent to the holding of the meeting, shall be
given by written notice mailed at least ten (10) days before the date of such
meeting or be hand delivered or notified by telegram at least four (4) days
before the date such meeting is to be held. If mailed, such notice shall be
deemed to be delivered when deposited in the United States mail with postage
thereon, addressed to the director at his or residence or usual place of
business. If notice be given by telegraph, such notice shall be deemed to be
delivered when the same is delivered to the telegraph company.
3.10 Notice of Adjournment. Notice of the time and place of holding
an adjourned meeting need not be given to absent directors if the time and place
be fixed at the meeting adjourned.
3.11 Waiver of Notice. The transaction of any meeting of the Board
of Directors, however called and noticed or wherever held, shall be as valid as
though had a meeting duly held after regular call and notice, if a quorum be
present, and if, either before or after the meeting, each of the directors not
present signs a written waiver of notice, or a consent to holding such meeting,
or an approval of the minutes thereof. All such waivers, consents or approvals
shall be filed with the corporate records or made a part of the minutes of the
meeting.
3.12 Quorum. A majority of the total number of directors, excluding
ex-officio directors, shall be necessary to constitute a quorum for the
transaction of business, except to adjourn as hereinafter provided. Every act
or decision done or made by a majority of the directors present at a meeting duly
held at which a quorum is present shall be regarded as the act of the Board of
Directors, unless a greater number be required by law or by the Articles of
Incorporation. The directors present at a duly called or held meeting at which
a quorum is present may continue to do business until adjournment,
notwithstanding the withdrawal of enough directors to leave less than a quorum.
3.13 Meetings by Telephone. Members of the Board of Directors of
the corporation, or any committee designated by such board, may participate in
a meeting of the Board of Directors by means of conference telephone or similar
communications equipment, by means of which all persons participating in the
meeting can hear one another, and such participation in a meeting shall
constitute presence in person at the meeting.
3.14 Adjournment. A majority of the directors present may adjourn
any directors' meeting to meet again at a stated day and hour or until the time
fixed for the next regular meeting of the board.
3.15 Votes and Voting. Except for election of officers, all votes
required of directors hereunder may be by voice vote or show of hands, unless a
written ballot is requested, which request may be made by any one (1) director.
All election of officers shall be by confidential ballot, whether written or
otherwise, with the results of said ballots being tallied, announced and recorded
in the minutes, unless an alternate method of election is unanimously agreed upon
by all directors present at the meeting. Each director shall have one (1) vote,
unless the Articles of Incorporation provide that directors elected by the holder
of a class of members have more or less than one (1) vote per director on any
matter. Every reference to a majority or other proportion of directors shall
refer to a majority or other proportion of the votes of such directors.
3.16 Inspection of Books and Records. Any director shall have the
right to examine the corporation's membership ledger, a list of its members
entitled to vote and its other books and records for a purpose reasonably related
to such director's position as a director. When there is any doubt concerning
the inspection rights of a director, the parties may petition the District Court,
which may, in its discretion, determine whether an inspection may be made and
whether any limitations or conditions should be imposed upon the same.
3.17 Fees and Compensation. Directors shall not receive any stated
salary for their services as directors, but may be entitled to reimbursement for
reasonable expenses, except those held in conjunction with the annual meeting of
the members and the annual meeting of the Board of Directors. Reasonable
expenses shall include expenses the board member incurs in attending the meeting,
including attendant care, meals and lodging (if overnight stay is required), toll
road fees, public transportation, and mileage for personal automobile use. No
reimbursement will be made without a receipt, except for mileage for personal
automobile use. Nothing herein contained shall be construed to preclude any
director from serving the corporation in any other capacity as an officer, agent,
employee, or otherwise, and receiving compensation therefore.
3.18 Notices. All notices shall be prepared in writing and in a
manner so as to be accessible for all individuals.
3.19 Chairperson and Vice-Chairperson. The president of the
corporation shall be the Chairperson and the vice-president shall be the
Vice-Chairperson of the corporation for their entire term of office. The
Chairperson shall preside as chairperson of all meetings of the board, shall be
member of all committees, and shall serve as a member of such other committees,
bodies or councils as the board may from time to time decide. The
Vice-Chairperson shall preside as chairperson of board meetings in the
Chairperson's absence, and act on behalf of and in the place of the Chairperson
when he or she is unable to do so. In the absence of the Chairperson and the
Vice-Chairperson, where a quorum is present, a temporary chairperson shall be
selected for that meeting by a majority of the directors present.
3.20 Miscellaneous. All meetings, except for a meeting on the
involuntary removal of a director and executive sessions of board meetings, shall
be open to the public, who shall be allowed the opportunity to make public
comments for a specified length of time as determined by the board. Minutes of
meetings shall be sent to board members and made available for public inspection
upon written request.
OFFICERS
4.1 Officers. The officers of the corporation shall be a
president, a vice-president, a recording secretary, a corresponding secretary,
a membership secretary and a treasurer. The corporation may also have, at the
discretion of the Board of Directors, more than one vice-presidents, one or more
assistant secretaries and one or more assistant treasurers, and such other
officers as may be appointed in accordance with the provisions of Section 3 of
this Article IV. Any number of offices may be held by the same person. The
officers shall have such power and authority as authorized in these bylaws, the
articles of incorporation of this corporation, and those inherent to said office.
An officer must be a member of the corporation at the time of election and must
be in good standing throughout his or her term. Officers shall be elected for
terms as hereinafter provided. the offices of recording secretary, corresponding
secretary, membership secretary, and treasurer may serve at the pleasure of the
board without regard to length of service.
4.2 Election. The officers of the corporation, except such
officers as may be appointed in accordance with the provisions of Section 3 or
Section 5 of this Article IV, shall be chosen annually by the Board of Directors,
and each shall hold his or her office until he or she shall resign or shall be
removed or otherwise disqualified to serve, or his or her successor shall be
elected and qualified.
4.3 Subordinate Officers, Etc. The Board of Directors may appoint
such other officers as the business of the corporation may require, each of whom
shall have the authority and perform such duties as are provided in these bylaws
or as the Board of Directors may from time to time specify by resolution, and
shall hold office until he or she shall resign or shall be removed or otherwise
disqualified to serve.
4.4 Compensation of Officers. Officers and other employees of the
corporation shall receive such salaries or other compensation as shall be
determined by resolution of the Board of Directors, adopted in advance or after
the rendering of the services, or by employment contracts entered into by the
Board of Directors, upon the affirmative majority vote of the board of directors.
The power to establish salaries of officers, other than the president, may be
delegated to the president, chairperson of the board, or a committee, upon the
affirmative majority vote of the Board of Directors.
4.5 Vacancies. A vacancy in any office because of death,
resignation, removal, disqualification or any other cause shall be filled in the
manner prescribed in these bylaws for regular appointments to such office.
4.6 Removal and Resignation. Any officer may be removed, either
with or without cause, by a majority of the directors at the time in office, at
any regular or special meeting of the board, or, except in the case of an officer
chosen by the Board of Directors, by an officer upon whom such power of removal
may be conferred by the Board of Directors. Any officer may resign at any time
upon written notice to the corporation.
4.7 Chairperson of the Board. The chairperson of the board, if
present, shall preside at all meetings of the Board of Directors, and exercise
and perform such other powers and duties as may be from time to time assigned to
him by the Board of Directors or prescribed by these bylaws.
4.8 President. Subject to such supervisory powers, if any, as may
be given by the Board of Directors to the chairperson of the board, the president
shall (i) be the chief executive officer of the corporation and shall, subject
to the control of the Board of Directors, (ii) have general supervision,
direction and control of the business and officers of the corporation, (iii)
preside at all meetings of the members and as chairperson of the Board of
Directors, (iv) appoint members to committees and the chairmen thereof, unless
the president is appointed the chairman of such committee by the Board of
Directors, (v) be an ex-officio member of all standing committees, including the
executive committee, if any, (vi) appoint and establish such committees as the
president may decide, provided that the purpose, authority and powers of said
committee is set forth in writing, and that the same, as well as said committee,
is approved by the Board of Directors, and (vi) shall have the general powers
and duties of management usually vested in the office of president of a
corporation, and shall have such other powers and duties as may be prescribed by
the Board of Directors or these bylaws.
4.9 Vice-President. In the absence or incapacity of the president,
the vice-president or vice-presidents, if there be such an officer or officers,
in order of their rank as fixed by the Board of Directors, or if not ranked, the
vice-president designated by the Board of Directors, shall perform all the duties
of the president, and when so acting shall have all the powers of, and be subject
to all the restrictions upon, the president. The vice-president(s) shall have
such other powers and perform such other duties as from time to time may be
prescribed for them respectively by the Board of Directors or these bylaws. The
vice-president shall be the Vice-chairperson of the Board of Directors. If there
are more than one vice-president offices, the Board of Directors shall designate
the vice-president office which will serve as Vice-chairperson of the Board of
Directors.
4.10 Recording Secretary. The recording secretary shall keep, or
cause to be kept, a book of minutes at the principal office or such other place
as the Board of Directors may order, of all meetings of directors and members,
with the time and place of holding, whether regular or special, and if special,
how authorized, the notice thereof given, the names of those present at
directors' meetings, the members present or represented at members' meetings,
copies of the membership secretary's lists of members entitled to vote, and the
proceedings thereof. The recording secretary shall keep the seal of the
corporation, if any, in safe custody. The recording secretary shall have charge
of and be the custodian of all documents and records required to be kept by said
office and as may be provided to said person by other officers or the Board of
Directors.
4.11 Membership Secretary. The membership secretary shall keep, or
cause to be kept, at the principal office, a membership ledger, showing the names
of the members and their addresses, and the number and date of membership
certificates issued; and the date of suspension, termination or resignation of
every membership certificate surrendered for cancellation. The membership
secretary, in conjunction with the treasurer, shall maintain an annual list of
all members in good standing and all lists of members entitled to vote at all
membership meetings, complied in accordance with these bylaws. The treasurer
shall notify each member required to pay dues a first notice at least sixty (60)
days before the date said dues are due and shall send a second and final notice
of dues thirty (30) days before the date said dues are due. The membership
secretary shall annually compile an alphabetized certified list of members in
good standing and submit the same to the American Council of the Blind, and to
the treasurer of this corporation, no later than March first prior to the annual
convention of the American Council Of The Blind. The membership secretary shall
have charge of and be the custodian of all documents and records required to be
kept by said office and as may be provided to said person by other officers or
the Board of Directors.
4.12 Corresponding Secretary. The corresponding secretary shall
give, or cause to be given, notice of all the meetings of the members and of the
Board of Directors required by these bylaws or by law to be given, and shall have
such other powers and perform such other duties as may be prescribed by the Board
of Directors or these bylaws. The corresponding secretary shall attend to all
correspondence, either personally or by directing the same to the appropriate
officer or to the Board of Directors. The corresponding secretary shall have
charge of and be the custodian of all documents and records required to be kept
by said office and as may be provided to said person by other officers or the
Board of Directors, and shall regularly advise the president and Board of
Directors of all correspondence received by or sent by the corporation.
4.13 Treasurer. The treasurer shall keep and maintain or cause to
be kept and maintained, adequate and correct accounts and records of the
properties and business transactions of the corporation, including accounts of
its assets, liabilities, receipts, disbursements, gains, losses, capital, surplus
and shares. The books of account shall at all reasonable times be open to
inspection by any director. The treasurer shall deposit all monies and other
valuables in the name and to the credit of the corporation with such depositories
as may be designated by the Board of Directors. The treasurer shall disburse the
funds of the corporation as the treasurer may be ordered by the Board of
Directors, shall render to the president and directors, whenever they request it,
an account of all of the treasurer's transactions as treasurer and of the
financial condition of the corporation, and shall have such other powers and
perform such other duties as may be prescribed by the Board of Directors or these
bylaws. The treasurer shall maintain an annual list of members in good standing
and shall provide the membership secretary, within thirty (30) days of the due
date of all dues, the names, addresses and, if any, membership certificate number
of all members whose membership should be ipso facto terminated for failure to
pay dues when due. The treasurer shall be bonded, in an amount set from time
to time by the Board of Directors. The cost of the bond premium shall be paid
by the corporation.
COMMITTEES
5.1 Election of Chairpersons. Unless appointed by the president
or the Board of Directors, committees shall elect a chairperson and secretary.
5.2 Duties, Responsibilities and Authority. Committees shall have
such duties, responsibilities and authority as established by resolution of the
Board of Directors, or as stated in writing by the president (and approved by the
Board of Directors), and shall make such reports as requested by the president
or the Board of Directors.
5.3 Annual auxiliary board meeting. All chair persons of active
committees shall meet with the Board of Directors on the date of the annual
meeting of the directors for the purpose of giving the directors oral and written
reports of such committees' activities and accomplishments during the last
corporate fiscal near and the current near to date. The committee chairmen and
the Board of Directors shall constitute an auxiliary board. The auxiliary board
may meet at such other times as determined by the Board of Directors.
MISCELLANEOUS
6.1 Use of Roberts Rules of Order. The most current revision of
Roberts Rules of Order shall be used for the conduct of all members' and
directors' meetings except as otherwise provided hereunder or in the Articles of
Incorporation.
6.2 Indemnification of Directors and Officers. Except for matters
under Article 2, Section 2.8 of these bylaws, when a person is sued, either alone
or with others, because he is or was a director or officer of the corporation,
or of another corporation serving at the request of this corporation, if any
proceeding arising out of his or her alleged misfeasance or nonfeasance in the
performance of his or her duties or out of any alleged wrongful act against the
corporation or by the corporation, he or she shall be indemnified for his or her
reasonable expense, including attorney's fees incurred in the defense of the
proceeding, if both (i) the person sued is successful in whole or in part, or the
proceeding against him or her is settled with the approval of the court, and (ii)
the court finds that his or her conduct fairly and equitably merits such
indemnity. The amount of such indemnity which may be assessed against the
corporation, its receiver, or its trustee, by the court in the same or in a
separate proceeding shall be so much of the expenses, including attorneys' fees
incurred in the defense of the proceeding, as the court determines and finds to
be reasonable. Application for such indemnity may be made either by the person
sued or by the attorney or other person rendering services to him in connection
with the defense, and the court may order the fees and expenses to be paid
directly to the attorney or other person, although he or she is not a party to
the proceeding. Notice of the application for such indemnity shall be served
upon the corporation, its receiver, or its trustee, and upon the plaintiff and
other parties to the proceeding. The court may order notice to be given also to
the members in the manner provided in Article II, Section 2.12, for giving notice
of members' meetings, in such form as the court directs.
6.3 Checks, Drafts, Etc. All checks, drafts or other orders for
payment of money, notes or other evidences of indebtedness, issued in the name
of or payable to the corporation, shall be signed or endorsed by such person or
persons and in such manner as, from time to time, shall be determined by
resolution of the Board of Directors.
6.4 Annual Report. No annual report to members shall be required,
but the Board of Directors may cause to be sent to the members reports in such
form and at such times as may be deemed appropriate by the Board of Directors.
6.5 Contracts, Deeds, Etc., How Executed. The Board of Directors,
except as in these bylaws otherwise provided, may authorize any officer or
officers, agent or agents, to enter into any contract or execute any instrument
in the name of and on behalf of the corporation, and such authority may be
general or confined to specific instances; and, unless so authorized by the Board
of Directors, no officer, agent or employee shall have any power or authority to
bind the corporation by any contract or engagement or to pledge its credit or to
render it liable for any purpose in any amount; provided, however, that any
contracts, agreements, deeds or other instruments conveying lands or any interest
therein, and any other documents shall be executed on behalf of the corporation
by the president (or by a vice-president, if there be one, serving in the absence
of the president), or by any other specific officer or agent or attorney so
authorized under letter of attorney or other written power which was executed on
behalf of the corporation by the president (or vice-president serving in the
absence of the president.
6.6 Membership Certificates. A certificate of membership may be
issued to each member when any such member so requests, and no such certificate
shall be issued when initial membership fees are required until such fees are
paid in full, unless the Board of Directors specifically authorizes installment
payments. All such certificates shall be signed by the president or
vice-president and the membership secretary, or an assistant membership
secretary. Only one certificate may be issued per member except to replace
membership certificates which are lost, stolen or destroyed; the member
requesting a new certificate shall prepare an affidavit stating the conditions
and reasons for or circumstances surrounding the loss, theft, or destruction.
6.7 Fiscal Year. The Board of Directors shall have the power to
fix and from time to time change the fiscal year of the corporation. In the
absence of action by the Board of Directors, however, the fiscal year of the
corporation shall end each year on the date which the corporation treated as the
close of its first fiscal year, until such time, if any, as the fiscal year shall
be changed by the Board of Directors.
DISSOLUTION
7.1 Dissolution. Upon the dissolution of this corporation, the
governing body shall, after paying or making provision for the payment of all of
the liabilities of the corporation, dispose of all of the assets of the
corporation held exclusively for the purposes of the corporation in such manner,
or to such organization 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 501(c)(3) of the
Internal Revenue Code of 1986 (or the corresponding provision of any future
United States Internal Revenue law), or shall be distributed to the federal
government, or to a state or local government, for a public purpose, as the
governing board shall determine. Any such assets not so disposed of shall be
disposed of by the District Court 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.
AMENDMENTS
8.1 Power of Directors. New bylaws may be adopted or these bylaws
may be amended or repealed by a majority vote of the Board of Directors at any
regular or special meeting thereof; provided, however, that, a signed written
request for amendment of the bylaws be submitted by a member of the board at
least twenty (20) days before a board meeting and that notice of the same is sent
to all of the board members at least fifteen (15) working days prior to said
meeting; provided further, however, that the time and place fixed by the bylaws
for the annual election of officers shall not be changed within sixty (60) days
next preceding the date on which such elections are to be held. Notice of any
amendment of the bylaws by the Board of Directors shall be given to each member
having voting rights within ten (10) days after the date of such amendments by
the board.
Adopted by Board Action on 8/3/96
©
Copyright 2000, All rights Reserved
Kansas Association for the Blind and Visually Impaired,
Inc.
924
S. Kansas Ave. • Topeka, KS 66612
phone:
785-235-8990 • toll
free in KS:
(800)-799-1499
email: mail@kabvi.org