BYLAWS OF ASSOCIATION FOR THE BLIND AND VISUALLY IMPAIRED. 1.1 Name. The name of the Corporation is Association for the Blind and Visually Impaired.

Transcription

1 BYLAWS OF ASSOCIATION FOR THE BLIND AND VISUALLY IMPAIRED I. CORPORATION 1.1 Name. The name of the Corporation is Association for the Blind and Visually Impaired. 1.2 Places of Business. The Corporation shall have its principal place of business in Kent County, Michigan, and may have such other places of business as the Board of Trustees may from time to time determine. 1.3 Purposes. The purposes of the Corporation are as follows: The Corporation is organized exclusively for charitable, scientific or educational purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code of 1986, or the corresponding provision of any future United States Internal Revenue Law, (the "Internal Revenue Code"). In furtherance of these purposes, the Corporation may: A. Help individuals living with low vision or blindness thrive in a sighted world. B. Advance the independence of people who are visually impaired and promote the prevention of blindness. C. Conduct activities, either directly, through related organizations, or in cooperation with other organizations exempt from tax under Section 501(c)(3) of the Internal Revenue Code in order to raise funds to further the purposes of the Corporation, subject, however to all limitations on the nature or extent of such activities applicable, from time to time, to organizations exempt from tax under Section 501(c)(3) of the Internal Revenue Code and to acquire, to own, to dispose of and to deal with real and personal property and interests therein, and to apply gifts, grants, bequests and devises, and the proceeds thereof, in furtherance of the purposes of the Corporation. D. Do such things and perform such acts to accomplish its purposes as are not forbidden by Section 501(c)(3) of the Internal Revenue

2 Code with all the powers conferred on nonprofit corporations by the laws of the State of Michigan. 1.4 Nonprofit Operation. The Corporation shall be operated exclusively for charitable, scientific or educational purposes as a nonprofit corporation. No Trustee shall have any title to or interest in the corporate property or earnings in his or her individual or private capacity and no part of the net earnings of the Corporation shall inure to the benefit of (i) any Trustee, director or officer of the corporation; (ii) any private shareholder or other individual; or (iii) any member of the Corporation which is not an organization described in Section 501(c)(3) of the Internal Revenue Code. No substantial part of the activities of the Corporation shall consist of carrying on propaganda, or otherwise attempting to influence legislation, nor shall the Corporation participate in or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office. II. BOARD OF TRUSTEES 2.1 Board of Trustees. The business and affairs of the Corporation shall be managed by a Board of Trustees which shall be the governing body of the Corporation. The Board of Trustees shall meet as often as necessary to conduct the business of the Corporation, but at least quarterly. 2.2 Number and Selection of Trustees. The Board of Trustees shall consist of a maximum of fifteen [15] persons. At least two [2] Trustees shall be persons who are visually impaired. Each Trustee shall be elected by the Board of Trustees. Members of the Board of Trustees shall serve three-year terms or until their successors are duly elected. Terms shall be arranged so that those of approximately one-third [1/3] of the Trustees expire each year. The President (Executive Director) shall be privileged to attend and to participate in all meetings of the Board of Trustees of the Corporation but shall have no vote and shall not be counted in determining the presence of a quorum. 2.3 Removal. Members of the Board of Trustees of the Corporation may be removed with or without cause by a majority of the remaining Trustees. 2.4 Vacancies. Any vacancy in the Board of Trustees resulting from death, resignation, removal, or any other cause, may be filled for the 2

3 unexpired portion of the term by a majority vote of the remaining Trustees, whether or not they constitute a quorum, at any regular or special meeting of the Board of Trustees. 2.5 Annual Meeting. The Board of Trustees shall meet each year at such time and place as the Board of Trustees shall determine for the purpose of election of officers and consideration of such business as may properly be brought before the meeting. Written notice of the time and place of an Annual Meeting of the Board shall be given to each Trustee at least five (5) days before the date of the meeting, either personally, by mailing such notice to each Trustee at the address designated by the Trustee for such purposes, or if none is designated, at the Trustee's last known address, by electronic transmission to which the Trustee has consented, or as otherwise provided by the Michigan Business Corporation Act. If less than a quorum of the Trustees appear for an Annual Meeting of the Board of Trustees, the holding of such Annual Meeting shall not be required and matters which might have been taken up at the Annual Meeting may be taken up at any later regular, special or Annual Meeting or by consent resolution. 2.6 Regular and Special Meetings. Regular meetings of the Board of Trustees may be held at such times and places as the Trustees may from time to time determine at a prior meeting or as shall be directed or approved by the vote of a majority of the Trustees or written consent of all the Trustees. Special meetings of the Board may be called by the Chairperson and shall be called by the President or Secretary upon the written request of any two Trustees. 2.7 Notice of Special Meetings of the Board of Trustees. Written notice of the time and place of a special meeting of the Board shall be given to each Trustee at least three (3) days before the date of the meeting, either personally, by mailing such notice to each Trustee at the address designated by the Trustee for such purposes, or if none is designated, at the Trustee's last known address, by electronic transmission to which the Trustee has consented, or as otherwise provided by the Michigan Business Corporation Act. Notices of special meetings shall state the purpose or purposes of the meeting, and no business may be conducted at a special meeting except the business specified in the notice of the meeting. No notice need by given of an adjourned meeting of the Board provided the 3

4 time and place to which such meeting is adjourned are announced at the meeting at which the adjournment is taken. 2.8 Waiver of Notice of Meetings. Notice of any meeting of the Board may be waived in writing before or after the meeting. Attendance at a meeting constitutes waiver of notice of the meeting except where a Trustee attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 2.9 Action Without a Meeting. Any action required or permitted at any meeting of the Trustees may be taken without a meeting, without prior notice and without a vote, if all of the Trustees entitled to vote thereon consent in writing. Such written consents shall be filed with the minutes of the proceedings and shall have the same effect as a vote for all purposes Quorum and Voting Requirements. One-third of the Members of the Board of Trustees then in office constitutes a quorum for the transaction of business. The vote of a majority of the Trustees present at any meeting at which there is a quorum shall be the act of the Board, except as otherwise required by the laws of the State of Michigan or specified in these Bylaws or the Articles of Incorporation. A member of the Board may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting Powers of the Board of Trustees. The Board of Trustees shall have charge, control and management of the business, property, affairs and funds of the Corporation and shall have the power and authority to do and perform all acts and functions permitted for an organization described in Section 501(c)(3) of the Internal Revenue Code not inconsistent with these Bylaws and with the Articles of Incorporation, or with the laws of the State of Michigan. In addition to, and not in limitation of, all powers, express or implied, now or hereafter conferred upon boards of trustees of nonprofit corporations, and in addition to the powers mentioned in and implied from Section 1.3, the Board of Trustees shall have the power to borrow or raise money for corporate purposes, to issue bonds, notes or debentures to secure such obligations by mortgage or other lien upon any and all of the property of the Corporation, whether at the time owned or thereafter acquired, and to guarantee the debt of any affiliated or subsidiary 4

5 corporation or other entity, whenever the same shall be in the best interests of the Corporation and in furtherance of its purposes Compensation. Except as provided below, members of the Board of Trustees are not entitled to any compensation for his or her services as a Trustee. However, any employee of ABVI who may be serving as an officer of ABVI may receive compensation for his/her services as an employee of ABVI but will not receive any additional compensation for serving on the Board. (Any employee of ABVI who may be serving as an officer is further subject to the restrictions described in Section 3.1.) Additionally, the Board of Trustees may provide reasonable compensation to a Trustee for services which are beyond the scope of his or her duties as Trustee and reimburse any Trustee for expenses actually and necessarily incurred in the performance of his or her duties as Trustee. The Board of Trustees may also enter into a contract directly or indirectly with a Trustee for the provision of goods or services to the Corporation, if such contract is on fair and reasonable terms, the material facts as to the Trustee's relationship or interest are disclosed or are known to the Board of Trustees, and the Board of Trustees authorizes, approves or ratifies the contract or transaction by a vote sufficient for the purpose without counting the vote of such Trustee Execution of Conveyances, Mortgages and Contracts. All conveyances and mortgages of real estate, assignments or discharges of mortgages and material written contracts shall be executed and, if need be, acknowledged in the name of the Corporation by any two of the following: Chairperson, Vice Chairperson, President or Treasurer. III. OFFICERS 3.1 Officers. The officers shall be a Chairperson of the Board, a Vice- Chairperson, a President, a Secretary, and a Treasurer. There may also be one or more Vice Presidents, a Chief Financial Officer, and such other officers as the Board of Trustees deems appropriate. The Chairperson, Vice Chairperson, Secretary and Treasurer shall be voting members of the Board with the following exception. If the Chairperson, Vice Chairperson, Secretary or Treasurer is an employee of the Corporation, then that officer shall have no vote and shall not be counted in determining the presence of a quorum. All other officers shall serve as ex-officio members. 3.2 Election and Term of Office. All officers shall be elected for a term of one [1] year (or until their successors have been elected) by the Board of 5

6 Trustees at its Annual Meeting. Two or more offices may be held by the same person, except that no person may serve simultaneously as Chairperson and Vice Chairperson, as President and Vice President or as Chairperson and President. No person may execute, acknowledge or verify any instrument in more than one capacity. 3.3 Removal. The President, Vice President, and the Chief Financial Officer may be removed with or without cause by the vote of a majority of the Trustees then in office at any regular or special meeting of the Board of Trustees. All other officers may be removed with cause in the same manner. 3.4 Vacancies. In the event of the death, resignation, removal or other inability to serve of any officer other than the President, the Board of Trustees shall elect a successor who shall serve until the expiration of the normal term of such officer or until his or her successor shall be elected. 3.5 Chairperson of the Board. The Chairperson of the Board shall be a Trustee and shall preside at meetings of the Board of Trustees, shall nominate Trustees to serve as members of all committees, and shall perform such other duties as may be assigned by the Board of Trustees. The Chairperson shall be privileged to attend and participate without a vote in the meetings of all committees of which the Chairperson is not otherwise a member. 3.6 Vice Chairperson. The Vice-Chairperson shall be a Trustee and shall perform such duties as may be assigned by the Chairperson and the Board of Trustees. In the case of absence, disability or death of the Chairperson, pending the return of the Chairperson or the election of a successor, the Vice-Chairperson shall perform all the duties and exercise all the power and authority of the Chairperson. 3.7 President. The President (Executive Director) shall be the Chief Executive Officer of the Corporation and as such, under the direction of the Chairperson of the Board and the Board of Trustees, shall have full charge of all activities and employees of the Corporation. The duties and responsibilities of the President shall include achieving the purposes and objectives of the Corporation in accordance with policies approved by the Board of Trustees and in a manner consistent with the collective purposes and objectives of the Corporation. 6

7 The President shall appoint and employ such staff as shall be required to conduct the business and affairs of the Corporation. He or she shall make recommendations to the Board of Trustees from time to time regarding any phase of policy or administration, all to the end that the Board shall establish all major policies and be kept generally informed on matters relating to the operation and administration of the Corporation. He or she shall have power, on behalf of the Board of Trustees, to perform all acts, execute and deliver all documents, and effectuate the actions and policies of the Board. The President shall be an ex-officio, non-voting member of all committees and the Board of Trustees of which the President is not otherwise a member. 3.8 Vice Presidents. There may be one or more Vice Presidents who shall have such duties as are determined from time to time by the Board of Trustees or the President. When Vice Presidents have been elected, one or more such Vice Presidents shall be designated who shall perform the duties of the President in the President's absence. 3.9 Secretary. The Secretary (or, in the Secretary's absence or incapacity, someone appointed by the President) shall attend meetings of the Board of Trustees and shall record and preserve minutes of those proceedings. The Secretary shall send or cause to be sent all required notices of meetings of the Board of Trustees, shall receive and attend to all correspondence of the Board of Trustees, shall have custody of the corporate seal, if any, and shall have the authority to affix the same. The Secretary shall perform such other duties as usually pertain to the office. In the absence of the Secretary or in the event of the Secretary's inability to perform any of the required functions, someone appointed by the President shall perform such duties Treasurer. The Treasurer (or, in the Treasurer's absence or incapacity, someone appointed by the President) shall see that an accounting system is maintained which will give a true and accurate accounting of the financial transactions of the Corporation; shall render reports from time to time as requested by the Board of Trustees of the financial condition of the Corporation; and shall perform such other duties usually pertaining to the office as shall be determined from time to time by the Board of Trustees Emeritus. A Trustee may be appointed to Emeritus status after a distinguished contribution of membership. As a Trustee Emeritus, the 7

8 Trustee may elect to participate in all Board functions, special projects and events, and membership activities of the Board of Trustees. In all matters before the Board, the Trustee Emeritus shall be an ex-officio, non-voting member and shall not count toward determining a quorum. IV. COMMITTEES 4.1 Committees. The standing committee shall be the Executive Committee. In addition, the Board of Trustees may establish such other standing or special committees from time to time as it shall deem appropriate to conduct the activities of the Corporation, and shall define the powers and responsibilities of such committees. The members and chairpersons of all committees shall be elected by the Board of Trustees for a one [ 1 ] year term or until their successors are duly elected, but shall be subject to removal at any time by vote of a majority of the Board of Trustees then in office. 4.2 Executive Committee. The Executive Committee shall have general supervision of the affairs of the Corporation with full power within the limits prescribed by law to act on behalf of the Board of Trustees between meetings of the Board. The Executive Committee shall be composed of the Chairperson, Vice Chairperson, Secretary, Treasurer, and up to three [3] additional Trustees of this Corporation. The President shall be an ex-officio, non-voting member of the Executive Committee. 4.3 Committee Quorum and Voting Requirement. A majority of the voting members of any committee of the Corporation constitute a quorum for the transaction of business. The vote of a majority of the committee members present at any meeting at which there is a quorum shall be the act of the committee, except as otherwise required by the laws of the State of Michigan or specified in these Bylaws or the Articles of Incorporation. Notwithstanding the preceding, any committee of the Corporation may meet and approve recommendations to the Board of Trustees without a quorum of its members being present. A member of a committee of the Corporation may participate in a meeting by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear one another. Participation in a meeting in this manner constitutes presence in person at the meeting. V. INDEMNIFICATION 8

9 5.1 Indemnification. Each person who is or was a Trustee, officer, or member of the Corporation or member of a committee or formal advisory body of the Corporation and each person who serves or has served at the request of the Corporation, as a Trustee, director, officer, partner, employee, or agency of any subsidiary or other corporation, partnership, joint venture, trust or other enterprise shall be indemnified by the Corporation to the fullest extent permitted by the corporations laws of the State of Michigan as they may be in effect from time to time; provided, however, that the preceding shall not require the corporation to indemnify any person for any liability, tax, or expense to the extent such indemnification results in the imposition of tax under Section 4958 of the Internal Revenue Code. The Corporation, may, to the extent authorized from time to time by the Board of Trustees, grant rights to indemnification to employees or agents of the Corporation and others to the fullest extent provided under the laws of the State of Michigan as they may be in effect from time to time. 5.2 Liability Insurance. Notwithstanding the foregoing, the indemnification provided to any person described in Section 5.1 above shall be only in excess of any valid and collectible insurance or other source of indemnification available for the benefit of such person, including any benefit available under any insurance or self-insurance plan of the Corporation, and no rights of subrogation are intended to be created hereby. Notwithstanding any limit on indemnification under Michigan law, the Corporation may purchase and maintain insurance on behalf of any person described above against any liability asserted against him or her or incurred by him or her in any capacity or arising out of his or her status as such, whether or not the Corporation would otherwise have the power to indemnify under the circumstances. VI. AMENDMENTS These Bylaws may be modified, amended, supplemented or repealed by a vote of a majority of the Board of Trustees present at any regular meeting or at any special meeting. No amendment of these bylaws that is inconsistent with the Articles of Incorporation shall become effective prior to an amendment that may be required in the Articles of Incorporation. These Bylaws were adopted on April 19,

10 10 /s/ Joy Wahby Secretary