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South Dakota Association of the Blind

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SDAB Constitution

SOUTH DAKOTA ASSOCIATION OF THE BLIND INCORPORATED CONSTITUTION


Article I. Name


Section 1: The name of this corporation shall be the South Dakota Association of The Blind, Incorporated, which hereafter shall be referred to as SDAB.


Article II. Purpose


Section 1: The purpose of this corporation shall be:

A. To promote the educational, social, and cultural status of persons who are blind or visually impaired in South Dakota.

B. To encourage and assist persons who are blind or visually impaired in assuming their rightful place in the communities in which they live.

C. To promote public understanding of vision loss and of the capabilities of persons who are blind or visually impaired.

D. To work with organizations and agencies in the interest of individuals who are blind or visually impaired.

E. To improve opportunities for the employment of persons who are blind or visually impaired.


Article III. Membership


Section 1: Eligibility:

A. Any person 18-years of age or older shall be eligible for membership in SDAB upon the fulfillment of the following requirements:

B. The submission of an application for membership to be presented to the Membership Committee.

C. The payment of one year’s dues, in advance, to be submitted along with the application.


Section 2 Membership year:

The membership year shall cover the entire calendar year from January 1st, through December 31st.


Section 3: Membership composition:

A majority, more than 50 (fifty) percent of the members shall be persons who are blind or visually impaired.


Section 4: Disposition of membership applications:


Applications for membership shall be submitted to the Membership Committee. Upon receipt of the prospective member’s application and dues, the Membership Committee shall add his/her name to the membership roster of the corporation and submit the dues to the Treasurer. An applicant seeking membership shall not be excluded solely on the basis of age, gender, race, religion, sexual orientation, or for their membership in another consumer organization of the blind.


Section 5: Dues:


The membership, assembled in the annual business meeting, reserves the right to establish or change membership dues. Members shall pay annual dues each year. Payment of annual dues shall be a prerequisite of the right to vote or hold office in SDAB. Any membership dues paid at the annual business meeting shall be in effect throughout the remainder of the calendar year and continue throughout the ensuing calendar year.


Article IV. Officers


Section 1: Officers:

SDAB shall have the following officers: President, First Vice President, Second Vice President, Secretary, Treasurer, and Immediate Past President.


Section 2: Election of officers:

A. Officers shall be elected for a period of 2 (two) years, or until a successor is elected or appointed.

B. The President, Vice President, and Second Vice President shall not be elected for a third consecutive term.


Section 3: Qualifications of officers:


A. The President, Vice President, and a majority of the Board of Directors shall be blind or visually impaired.

B. All elected officers and board members shall be residents of South Dakota.

C. To avoid conflict of interest, members of SDAB shall not hold office while serving as an officer in another organization of the blind.


Section 4: General duties:

Officers and board members shall have the following duties:

A. To regularly attend meetings of the board and be knowledgeable about the business that needs to be discussed and acted upon.

B. To be actively involved in the activities of the organization; and to provide leadership in the committees of SDAB.

C. To serve as voting member of the Board of Directors.

D. Each officer shall perform all duties normally associated with the office, according to Robert’s Rules of Order revised; and any additional duties assigned by the membership at any annual business meeting, or the Board of Directors.

E. The Immediate Past President shall provide advice and council as needed to the President regarding matters pertaining to the administration of the corporation.


Section 5: The President shall have the following duties:

A. To be the chief administrative officer of the corporation.

B. To preside at all membership meetings as well as the meetings of the Board of Directors. As it’s presiding officer, the President votes whenever a tie vote occurs.

C. To be informed as to the proper rules and procedures for conducting meetings in an efficient and harmonious manner.

D. To appoint the members of all committees not otherwise provided for by the members assembled at any annual business meeting, or by the Board of Directors; and to replace vacancies that occur.

E. To serve as an ex officio member of all committees.


Section 6: The First Vice President shall have the following duties:

A. To preside at meetings of the Board of Directors when the President is absent.

B. To succeed to the office of President in case of death, resignation, or disqualification of the President.

C. To serve as Program Chair for the corporation.


Section 7: The Second Vice President: The Second Vice President shall have the following duties:

A. To serve as Fund Raising Chair for the corporation.


Section 8: The Secretary shall have the following duties:

A. To take, record, and keep all minutes of meetings of the Board of Directors;

And the proceedings of the annual business meetings, and to be prepared to present them upon request.

B. To submit the minutes of board meetings and annual business meetings for publication in the quarterly newsletter. Minutes taken while the board is in executive session for the purpose of discussing matters that are of a sensitive nature may not be submitted for publication.

C. To keep on file records of all official transactions of the Board of Directors and other committees.

D. To call the role of the membership or board when requested by the Chair. The response to roll call shall determine whether a quorum has been established; and shall provide a voting history for pertinent issues.

D. To take care of mailing and official correspondence when required to do so.


Section 9: The Treasurer shall have the following duties:

A. To be in charge of the collection of dues and other special assets of the corporation.

B. To make all disbursements authorized by the Board of Directors, or by the membership at any annual business meeting.

C. To be the official custodian of all moneys and commercial papers. In this capacity, the Treasurer is to receive all moneys paid to the account of SDAB and is to keep an accurate record of the same.

D. To be the official custodian of all property not otherwise provided for.

E. To keep an accurate record of each financial transaction; and to procure an annual review of the books for presentation to the membership at the annual business meeting by a qualified auditor.

F. To collaborate with an accountant or another qualified person to prepare the corporation’s #990 report to the IRS and ensure that the report is submitted before the filing deadline.

G. To keep a classified list of all members that includes their status as to payment of current dues.

H. To be bonded at the expense of SDAB in an amount no less than is sufficient to protect the assets of the corporation at any given time.


Article V. Board of Directors


Section 1: Composition:

A. SDAB shall have a Board of Directors composed of the President, First Vice President, Second Vice President, Secretary, Treasurer, Immediate Past President, and 6 (six) board of directors. Two or more offices may be held by the same individual, if so, provided in the bylaws, except for President and Secretary. This is according to the Secretary of State stature. A majority of all members of the board shall be blind or visually impaired.


Section 2: Duties of the Board of Directors:

A. The Board of Directors shall serve as the governing body of SDAB between annual membership meetings.

B. The board shall present a report of its meetings and activities in the SDAB newsletter “As Eye See It,”; and at the annual business meeting.

C. The board shall carry out the policies and programs of SDAB as adopted by the membership.

D. The board shall supervise the planning of all membership meetings and set the dates of those meetings if not decided upon in the previous membership business meeting.

E. The board shall receive resolutions and present them to the annual business meeting.

F. Between membership meetings, the board shall have general supervision of the quarterly newsletter, “As Eye See It,”.

G. The Board of Directors shall collaborate with the Finance Committee to establish and adopt an annual budget for the corporation.


Section 3: Meetings:

A. The Meetings of the Board of Directors may be held in person or by telephone conference call. The board members may be poled, either in writing or by a roll call vote; and the Secretary shall keep a record of the votes cast.

B. The Board of Directors shall be called into session at the discretion of the President, or upon request by members of the board; and provided that, when poled, a quorum shall be present.

C. The Board of Directors shall hold a meeting at the time and place of the membership meeting of SDAB. The board shall hold at least 4 (four) meetings per year. A quorum of the meetings of the Board of Directors shall be a participating and/or excused member count of greater than 50 (fifty) percent.

D. All meetings of the Board of Directors shall be open to all SDAB members and others that are invited by the President. The only exception to this open meeting rule shall be if the President is to convene the board in executive session for the purpose of considering and discussing sensitive matters, issues and information of a financial nature that are confidential to the parties involved.


Article VI. Conventions and Membership Meetings


Section 1: SDAB shall hold one day membership meetings on odd numbered years, and regular two-day conventions on even numbered years. SDAB may hold additional meetings as needed.


Section 2: The membership shall fix the time and place of the next membership meeting or convention. If the membership fails to do this at the business meeting, the Board of Directors shall set the time and place of the next membership meeting/convention.


Section 3: A notice of all meetings of the membership shall be given to all members at least 30 (thirty) days prior to the meeting.


Section 4: A majority of the membership present at any membership meeting or convention shall constitute a quorum.


Article VII. Amending the Constitution


Section 1: This constitution may be amended by the following procedures:

A. Any proposed amendments to the constitution shall be submitted in writing to the Board of Directors at least 60 (sixty) days prior to the annual membership meeting/convention.

B. The Board of Directors shall place the petition to make amendment(s) to the constitution on the agenda of the next membership business meeting and shall include a copy of the proposed amendment(s) with the notice of the membership meeting/convention.

C. A two-thirds vote of all members present and voting shall be required for the adoption of any constitutional amendment.


Section 2: A motion to amend the constitution may be made and considered at a regular business meeting of the membership.

A. The said motion shall require a simple majority vote.

B. If the motion to consider passes, the proposed amendment shall be placed on the agenda of the next membership/convention business meeting and a copy of the proposed amendment shall be included with the notice of the next membership meeting/convention.


Article VIII. Dissolution


Section 1: Upon the dissolution of this corporation, the Board of Directors, after paying or making provisions for the payment of all of the liabilities of SDAB, shall dispose of all the assets of this corporation to such organizations which have been organized and operated exclusively for charitable, educational, religious, or scientific purposes qualifying under Section 501C3 of the Internal Revenue Code, and any future tax code.


Article IX. Miscellaneous Provisions


Section 1: SDAB is organized and located in the state of South Dakota, as a not-for-profit corporation under the laws of South Dakota and the 501C3 tax code of the Internal Revenue Service or any future tax code.


Section 2: South Dakota Association of The Blind is a state affiliate of the American Council of The Blind, ACB. Through this affiliation, all members of SDAB are also members of the American Council of The Blind and have all the rights and privileges so conferred by such membership.