GEORGIA COUNCIL OF THE BLIND, INC.

CONSTITUTION

Amended January, 2008

GEORGIA COUNCIL OF THE BLIND, INC.



Article I: Name

The name of this organization shall be the Georgia Council of the Blind, Inc., herein known as GCB, affiliated with the American Council of the Blind (ACB).

Article II: Purpose

The purpose of GCB is to promote the general welfare of the legally blind people of Georgia and to cooperate with ACB in activities to promote the well-being of all blind people:
A. By providing a forum for the views of blind people from all walks of life throughout Georgia;
B. By helping to elevate the social, economic and cultural level of blind people;
C. By improving education and rehabilitation services and by expanding vocational opportunities;
D. By encouraging and assisting the newly blind people, through peer support to develop their abilities and potentials;
E. By cooperating with the public and private institutions and agencies of and for the blind; and
F. By conducting a program of public education aimed toward improving the understanding of the problems of blindness and the capabilities of blind people.

Article III: Membership

Section 1: Eligibility

At least a majority of the members of this organization must be legally blind. All members of GCB shall be at least eighteen (18) years old. Members shall be of two (2) classifications: Members who are affiliated with the local chapters, and members at large who are not affiliated with the local chapters. A person may be a member of more than one chapter, but shall be an active member of only one chapter in which the state and national dues were paid. In other chapters, this person shall pay local chapter dues and shall be an associate member of such chapters.

Section 2: Rights and Privileges

All GCB members shall have the right and privilege to vote and to speak on the floor. Any GCB member desiring to serve on local, state and national committees, or to serve as a representative on the local, state and/or national Boards and/or hold office on the local, state and national level cannot be a current member of any part of an organization of the blind whose philosophies, policies, and practices conflict with those of the Georgia Council of the Blind or the American Council of the Blind.

Section 3: Removal

Any GCB member may be removed from membership of this organization upon recommendation of a majority vote of the Board of Directors and the affirmative vote of two-thirds of the members present and voting at a regular or special business meeting. Such member shall be accorded an opportunity to be heard prior to final action by the organization. Among the causes of removal shall be failure to comply with the Constitution and Bylaws of this organization, and/or questionable conduct or behavior not in conformance with the purpose of this organization.

Article IV: Local Chapters

A. Any organized group, consisting of five (5) or more people desiring to form a local chapter of GCB, shall furnish to the president, treasurer and secretary of GCB a copy of its Constitution and a list of the names, addresses (including e-mail addresses when applicable) and telephone numbers of its members and officers. A majority of its members must be legally blind. The chapter may be approved by the GCB Board of Directors or by GCB in convention assembled. Upon payment of dues to the GCB treasurer, and upon approval, the GCB secretary shall issue to the newly formed chapter a certificate of affiliation. Continued chapter status is based on a minimum of five (5) members.
B. On or before November 15 of each calendar year, the local chapter treasurer shall collect chapter dues, and by December 15, a membership list prepared together by both the local treasurer and secretary, shall be sent to the GCB treasurer along with the payment for dues, and with a copy of that membership list sent to the GCB secretary,. The membership list shall include names, addresses, preferred format of each member, whether member is legally blind or fully sighted, and the designated officers and directors.
C. Throughout the year, as soon as new members join and/or as changes of addresses occur, it shall be the responsibility of the local secretaries to furnish the updates to both the GCB treasurer and secretary. The local treasurers shall be responsible for giving the checks for new dues to the local secretaries to be included in the mailings to the GCB treasurer. the chapter's Constitution and Bylaws shall be furnished to the GCB president if amended during that calendar year.
D. The presidents and vice-presidents of all local chapters shall be legally blind, and at least a majority of the local chapter’s members must be legally blind. The president of GCB shall be an ex-officio member of each chapter.
E. Each local chapter is expected to participate in fundraisers of GCB and to support the programs of the organization, such as, scholarship, braille instructional outreach program, Kroger Card, car fund, Youth Awareness Program, etc. If a chapter desires to hold a fundraiser and wishes to use the state organization’s tax number, the following responsibilities must be fulfilled:
1. A request form must be obtained from the GCB secretary and properly filled out and submitted six (6) months in advance of the fundraiser. This form shall be approved or disapproved by the five (5) constitutional officers within two (2) weeks after receipt of application.
2. The chapter members must agree, in writing, to pay to the state organization a minimum of 25% of the profits from that fundraiser, to be paid no later than one (1) month after the fundraiser has been completed.
3. Within one (1) month after the event, the chapter must submit a report of the event and its outcome to the GCB president and treasurer for accounting purposes. Such outcome form may be obtained from the GCB secretary.
4. In the event all of these procedures are not followed, the chapter shall not be allowed to apply again for use of the GCB tax number.

Article V: Officers, Directors and Appointees

Section 1: Constitutional Officers

A. There shall be elected at an annual convention every two (2) years a president, a first vice-president, a second vice-president, a secretary, a treasurer, and one representative for the members at large, each to serve a term of two (2) years. Constitutional officers and the above-mentioned representative, with the exception of the secretary and the treasurer, shall not serve for more than two (2) consecutive terms in the same office. The terms of these officers shall begin on the following January after the election.
B. These officers shall be elected by a majority vote of the members who are present and voting. If a nominee does not receive a majority on the first ballot, there shall be a run-off between the two (2) candidates who have received the greatest number of votes. Voting shall be by standing vote unless otherwise designated by a majority of the members who are present and voting. The president and all vice-presidents shall be legally blind. Officers shall perform the duties assigned to them as specified in the GCB Constitution and Bylaws.

Section 2: President Emeritus

The outgoing president, in good standing, shall serve a two-year term on the Board of Directors as president emeritus, with all the rights and privileges of other Board members.

Section 3: Special Interest Affiliates

Each special interest affiliate of the Georgia Council of the Blind shall have one (1) representative on the GCB Board of Directors who shall be appointed in the same manner as the local chapter affiliates. If the president of the special interest affiliate is also an executive officer of GCB, the affiliate or its president shall designate another legally blind person to represent the affiliate on the GCB board (as explained in ARTICLE V, Section 4., of the BYLAWS). To qualify as an affiliate, (a) it must be associated with the American Council of the Blind and its special interest affiliate; and (b) it must pay dues to the GCB, such dues being determined by the Board of Directors of this organization. The special interest affiliate is expected to abide by the same guidelines as local chapters, set forth in Article IV, Paragraph E., of this Constitution.

Section 4: Members At Large

Members at large shall have one (1) representative on the GCB Board of Directors who shall be elected in the same manner as the five constitutional officers. The at-large representative may be legally blind or fully sighted, provided that the GCB board has a majority of legally blind members. On or before December 15 of each year, each member at large shall pay dues directly to the GCB treasurer and furnish name, address, telephone number, preferred format and whether legally blind or fully sighted.

Section 5: Board of Directors

The Board of Directors of GCB shall consist of the five (5) constitutional officers, the president of each local chapter or its representative (as specified in the Bylaws), the president of each special interest affiliate or its representative (as specified in the Bylaws), and one (1) member at large who shall not be affiliated with any local chapter. The member at large representative shall be elected in the same manner as the constitutional officers, as specified in Section 1.A. of this Article, above. Board meetings are held four (4) times each year, as explained in the Bylaws. If additional board meetings are necessary, the president of GCB or not fewer than three (3) Board members of GCB may call a special meeting of the board of directors with due notice being given. Two-thirds (2/3) of the Board must be present to constitute a quorum to transact business at any Board meeting.

Section 6: Appointees

The Editor of The GCB Digest and the GCB Webmaster shall be appointed by a majority of the GCB Board of Directors, shall attend Board meetings and shall have a voice, but no vote. The GCB Digest Editor and the GCB Webmaster may designate a representative to serve in his or her absence from a Board meeting.

Section 7: Requirements

No elected member of the Board of Directors, or any representative designated by local chapter presidents, or any appointees or committee members shall be currently affiliated with any other organization of the blind whose philosophies, policies, and practices conflict with those of the Georgia Council of the Blind or the American Council of the Blind.

Section 8: Removal of Officers and Directors

Any elected officer or director may be removed from office or appointment for good and sufficient cause, upon the recommendation by a two-thirds (2/3) vote of the Board of Directors, and by the affirmative vote of two-thirds (2/3) of those present and voting aft a convention or a special business meeting, provided that such officer or director be accorded the opportunity to be heard prior to final action by the organization. Among the causes of removal shall be failure to comply with the Constitution and Bylaws of this organization, and/or constant failure to exercise the duties of the office, and/or constant failure to attend meetings of the GCB by not attending at least three (3) of the four (4) Board meetings per year.

Section 9: Vacancy

In case of a vacancy among the officers or directors, caused by death, resignation or removal, the president shall, with the approval of the Board, appoint an acting successor to serve until the next election, provided that the majority of the Board of Directors is legally blind.

Article VI: Meetings

Section 1: Annual Meetings

GCB shall hold an annual convention, the time and place of which shall be determined by the membership or by the Board of Directors. At least fifty-one (51) percent of the members attending each annual convention must be present to constitute a quorum to transact business. A parliamentarian shall be appointed at each convention, and the GCB shall follow the most recently revised Roberts Rules of Order.

Section 2: Special Meetings

The president of GCB or not fewer than three (3) Board members of GCB may call a special meeting of the body with the consent of a majority of the Board of Directors at any time such action is deemed to be necessary, with due notice being given. At least twenty-five (25) percent of the members must be present to constitute a quorum to transact business at such special meetings. The most recently revised Roberts Rules of Order shall be followed.

Article VII: Committees

From the membership of GCB, the president shall appoint the following standing committees, consisting of not fewer than three (3) members: Legislative, membership recruitment, publicity, and finance. The president may appoint such other committees as he/she or GCB membership and/or Board of Directors may deem necessary.

Article VIII: Affiliation

GCB, an affiliate of ACB, shall furnish to the ACB annually a list of the names, addresses and telephone numbers of the GCB members and officers, together with the dues of its members, according to the requirements of ACB. Upon request, a copy of the Constitution of GCB shall also be sent to the ACB president.

Article IX: Dues

Dues shall be assessed and collected according to the provisions of Article VI, Paragraph D., of the Bylaws.

Article X: Fiscal Year

The fiscal year of GCB shall be the calendar year from January 1, through December 31, with the dues being collected and paid to the GCB treasurer on or before the prior December 15, as provided under Article VI, Paragraph D., of the Bylaws. Although anyone may join GCB after January and throughout the year, March 15 is the final date for ACB determining the number of affiliate votes at the national convention for that year.

Article XI: Disbursement of Funds

The funds of GCB shall be deposited in a bank selected by the treasurer and approved by the Board of Directors. The treasurer and the president shall be bonded. All financial obligations of GCB shall be discharged by checks issued at the direction of the president. Checks under the amount of $300.00 shall be signed by the president in the absence of the treasurer.

Article XII: Dissolution

Upon the dissolution of any local chapter or special interest group or the surrender of the chapter or the group, any funds and/or property belonging to such chapter or group shall be remitted to GCB according to the provisions of 501c3 of the Internal Revenue Code, as amended.

Article XIII: Amendments

Proposed amendments shall be presented in writing, and shall be signed by not fewer than three (3) members. This Constitution may be amended in two ways:
A. At any annual convention of GCB by an affirmative vote of two-thirds (2/3) of the members who are present and voting, provided that the amendments shall be presented to the convention prior to the day on which final action is taken; or
B. At any board of directors meeting or special meeting of the body, by a two-thirds (2/3) affirmative vote of the membership voting. It shall be the responsibility of the constitution and bylaws committee to provide the proposed amendments to the presidents of each chapter, special interest affiliate, and representative of the members at large to be shared with all members at least two (2) weeks prior to the meeting in which final action is to be taken. It shall be the responsibility of the secretary or his/her assistant to secure a tally of the absentee votes of the membership prior to such meeting and to submit the tally to the GCB president to be counted at time of voting.
GEORGIA COUNCIL OF THE BLIND, INC.

BYLAWS

Amended April, 2008

Article I: Seal

GCB shall have the customary form of seal with the name of the corporation within the outer circle, and in the center, the words "Corporate Seal."

Article II: Offices

The executive offices of GCB shall be located in the county of the residence of the current president. However, GCB may have local chapters at such places as the Board of Directors may from time to time authorize.

Article III: Membership

The GCB receipt for annual membership dues shall constitute membership certification. Amount of dues paid by each member shall be set at each annual convention.

Article IV: Local Chapters

Local chapters shall be established according to the provisions of Article IV of the Constitution.

Article V: Officers and Directors

Section 1: Election

Officers and Directors shall be elected according to the provisions of Article V of the Constitution, provided, however, that a majority of the Board of Directors shall be legally blind.

Section 2: Installation

At the beginning of each term of office, the following oath shall be administered by either the secretary or the treasurer to each officer and director:
"I solemnly promise that I will, to the best of my ability, faithfully discharge the duties of the office to which I have been elected or appointed, will defend and support the objectives of GCB, and will do all in my power to further the well-being of all blind people within the State, Nation, and throughout the World."
No officer or director shall be entitled to a vote until he/she has taken the oath of office.

Section 3: Number, Chapter Representation

A. Each chapter shall be represented on the Board of Directors by its president or his/her legally blind designee. If the president of a local chapter is also an executive officer of GCB, said chapter or its president shall appoint another legally blind member to serve as its full time representative. If this designee is unable to attend any one board meeting, the chapter or its president may appoint a temporary representative. This representative should be, but does not have to be, legally blind.
B. Upon obtaining forty (40) members, such chapter shall be entitled to an additional representative. Thereafter, such chapter shall be entitled to one (1) representative for every twenty (20) members obtained, provided that the majority of the GCB Board is legally blind.

Section 4: Special Interest Affiliates

Each special interest affiliate shall be represented on the Board of Directors by its president or his/her legally blind designee. If the president of a special interest affiliate is also an executive officer of GCB, said affiliate or its president shall appoint another legally blind member to serve as its full time representative. If this designee is unable to attend any one board meeting, the affiliate or its president may appoint a temporary representative. This representative should be, but does not have to be, legally blind.

Section 5: Duties

The Board of Directors shall advise the president and shall have charge of the affairs of GCB between conventions.

Section 6: Board Meetings

A. The board of directors shall meet on the third Saturday of the first month of each quarter except the quarter in which the convention takes place. For that fourth meeting, it should take place immediately following each annual convention. Locations of meetings shall be determined by the Board of Directors. With the approval of a majority of the Board of Directors, the president may, if necessary, change the Board meeting to another Saturday in the same month. Two-thirds (2/3) of the Board must be present to constitute a quorum to transact business at any Board meeting.
B. GCB shall pay expenses to Board members for attendance at Board meetings according to the provisions of the guidelines for Board meeting expenses, as approved by the Board of Directors on April 16, 1994, and as may from time to time be amended. No expenses shall be paid to Board members for attendance at Board meetings held at annual conventions.

Article VI: Duties of the Constitutional Officers

A. President: The president shall be the chief executive officer of GCB, with all the powers usually exercised by chief executive officers of like organizations. The president shall have the power to borrow money in behalf of GCB with the express approval of the Board of Directors. He/she shall be bonded in the amount as designated by the Board of Directors. The president must be legally blind.
B. Vice-Presidents: The first vice-president shall assume the duties and responsibilities of the president in his/her absence. If for any reason the president and first vice-president are unable to serve, the second vice-president shall assume the duties and responsibilities of the president. Both the first and second vice-presidents must be legally blind.
C. Secretary:
(1) The secretary shall keep the minutes of all Board meetings, all special business meetings, and the minutes of all annual conventions in books provided for this purpose. He/she shall send copies of the minutes of each Board meeting to each Board member in his/her preferred reading format within thirty (30) days following such Board meeting.
(2) The secretary shall notify GCB Board members of all Board meetings. He/she shall notify GCB members of all annual conventions and/or special meetings of the body.
(3) The secretary shall have charge of the membership records and such other books, forms, and papers as designated by the Board of Directors.
(4) The secretary shall read the minutes of Board meetings at annual conventions if requested.
(5) With the approval of the Board of Directors, the secretary may appoint an assistant to help with correspondence and any other tasks the secretary deems necessary.
(6) The secretary shall issue certificate of affiliation to new local chapters and, in general, perform all the duties incident to the office of secretary, subject to the direction of the Board of Directors.
D. Treasurer:
(1) The treasurer shall be bonded in the same manner as the president. At each board meeting, special business meeting, and annual business meeting at convention, the treasurer shall present a full financial report to the membership and, prior to such meetings, shall provide copies to each board member in each board member’s preferred format. Other members shall be furnished copies upon request.
(2) The treasurer shall collect all dues and fees payable to GCB, and shall pay promptly all duly authorized invoices.
(3) On or before November 15 of each year, the treasurer shall notify all chapter presidents and members at large that dues for GCB are payable on or before December 15 to renew membership for the following calendar year from January through December.
(4) The treasurer shall remit all annual dues to the treasurer of the American Council of the Blind on or before March 15, in order for GCB to meet the requirements by the Credentials Committee of ACB for number of affiliate votes at the national convention, and shall continue to remit to ACB, within ten (10) days of receipt, all other membership dues paid after March 15.
(5) With the approval of the board of directors, the treasurer shall provide for the method of signing checks, drafts, notes, or other bills of exchange for the payment of money, for the transfer and sale of property of GCB, for the selection of depository, for the forms of GCB, and for the endorsement and registration of all securities. Two (2) signatures shall be necessary on each check of $300.00 or more. There shall be three (3) persons designated to sign such checks. The three designated persons shall be the treasurer, the president and the chairperson of the finance committee.
(6) With the approval of the board of directors, the president or not fewer than three (3) board members shall be authorized to designate an auditor to examine and certify as to the financial records of GCB. The president or treasurer shall report such findings to the next board meeting, special meeting, or annual business meeting of the convention, whichever comes first. Copies of the report shall be provided, in advance, to each board of director in each director’s preferred format, and other members shall receive copies upon request.
(7) With the approval of the board of directors, the president may appoint assistants to help the treasurer with registration at conventions, current membership information, and any other tasks deemed necessary by the president and/or the board of directors.

ARTICLE VII: Amendments

Proposed amendments shall be presented in writing, and shall be signed by not fewer than three (3) members. The membership of GCB may amend or repeal any or all of these bylaws in two ways:
A. At any annual convention of GCB by an affirmative vote of a majority of the members who are present and voting, provided that the amendments shall be presented to the convention prior to the day on which final action is taken; or
B. At any board of directors meeting or special meeting of the body by an affirmative vote of a majority of the membership voting. It shall be the responsibility of the constitution and bylaws committee to provide the proposed amendments to the presidents of each chapter, special interest affiliate, and the representative of the members at large to be shared with the membership within two (2) weeks prior to the meeting in which final action is to be taken. It shall be the responsibility of the secretary or his/her assistant to secure a tally of the absentee votes of the membership prior to such meeting and to submit the tally to the GCB president to be counted at time of voting.