The Mission of The National Association for the Employment of People Who Are Blind is to represent and protect the collective interest of its member organizations to enable them to strengthen and maximize opportunities for people who are blind. NAEPB is incorporated in the Commonwealth of Pennsylvania as a Not-for-Profit Corporation and is certified as a 501 (c) 6 organization. It is a membership association of agencies from across the United States who share the common goal of providing employment for people who are blind. It was founded in November of 2001 in Dallas, Texas.
BYLAWS OF
THE NATIONAL ASSOCIATION FOR THE EMPLOYMENT OF PEOPLE WHO ARE BLIND
ARTICLE I
Name
The name of this organization shall be: The National Association for the Employment of People Who Are Blind.
ARTICLE II
Mission Statement
The Mission of The National Association for the Employment of People Who Are Blind is to represent the collective interests of its member organizations to enable them to strengthen and maximize opportunities for people who are blind.
ARTICLE III
Membership
Section 1. Eligibility
A. Charter Members: Any organization which properly voted on these By Laws at the meeting of the General Council of Industries for the Blind where these By Laws were adopted became a Charter Member of The National Association for the Employment of People Who Are Blind.
B. Additional Members: Any nonprofit organization or state agency devoted to serving persons who are blind shall be eligible for membership in The National Association for the Employment of People Who Are Blind.
Section 2. Categories of Membership
The Board of Directors may establish membership categories as long as they do not conflict with Section 1 above.
Section 3. Admission
Any eligible organization that makes written application to The National Association for the Employment of People Who Are Blind may become a member of The National Association for the Employment of People Who Are Blind upon being elected by a majority of the members of The National Association for the Employment of People Who Are Blind present at any regular or special meeting of the members and upon the payment of an initiation fee and the first year’s dues. . Nothing in these By Laws is to be interpreted to prevent the Board of Directors from establishing a payment plan as appropriate.
Section 4. Suspension and Expulsion
The Board of Directors, for just and reasonable cause, after not less than 15 days’ notice and opportunity for hearing before the Board, may recommend to the membership at the next scheduled regular or special membership meeting that any member organization who, in the opinion of said Board of Directors, shall have abused the privilege of its membership or is otherwise guilty of conduct detrimental to The National Association for the Employment of People Who Are Blind or its membership, be suspended or expelled from membership. If the recommendation of the Board of Directors is approved by a vote of two-thirds(2/3) of the members present at said regular or special meeting, such member shall be expelled from membership or suspended upon such terms and for such time as shall be specified. A suspended member is not eligible to vote on any matter considered by the membership during their period of suspension.
Section 5. Readmission
An expelled member must seek readmission pursuant to ARTICLE III including the payment of any outstanding fees or dues. A suspended member may apply for readmission at the end of the suspension period by formally applying to the Board of Directors. The suspended member will formally be reinstated upon recommendation of the Board of Directors and after a majority vote of the members of The National Association for the Employment of People Who Are Blind present at any regular or special meeting and upon payment of any outstanding fees or dues.
Section 6. Annual Dues
Each member organization shall pay annual dues as established from time to time by the Board of Directors. Dues become payable October 1 and delinquent on November 1 each year.
Section 7. Delinquency
The Board of Directors may assess a fee of 10% per month on memberships delinquent by more than 30 days. The board may refer memberships delinquent by more than 180 days for action under Article III, Section 4, Suspension and Expulsion.
ARTICLE IV
Membership Meetings
Section 1. Annual Meeting.
An annual membership meeting shall be held at such place and time as determined by the Board of Directors. Notice of the date and place of the meeting shall be mailed to each member at least thirty (30) days prior to the meeting.
Section 2. Special Meetings.
Special membership meetings may be called by the President or shall be called upon a request in writing by one-third (1/3) of the Board of Directors or shall be called upon written request of fifty percent (50%) of the membership in good standing. Notice of the date and place of any special meeting shall be mailed to each member at least fifteen (15) days prior to the meeting. Notice of any special meeting shall contain a statement of the purpose of purposes thereof, and no business shall be transacted at any special meeting other than that stated in the notice of such meeting.
Section 3. Voting Rights.
Each member organization in good standing shall be entitled to one vote on each matter considered at any meeting of members. Each member organization shall designate the representative for that member organization at any meeting of members. The presiding officer shall be the President, and in the event of absence, the President shall designate one of the Vice Presidents to serve, or any other person upon a majority vote of the members present in person. The Board of Directors shall prepare a membership book containing a complete list of all members entitled to vote. At each meeting, the membership book shall be filed with the presiding officer of the meeting. Upon the demand of any member present at a meeting in person, the membership book, together with any mail-in votes that have been filed with the presiding officer of the meeting, shall be made available for inspection prior to the vote on any matter.
Section 4. Proxy Representatives
Should a member organization’s designated representative be unable to attend a meeting, that organization will be entitled to designate a proxy representative. Proxy representatives will have all the rights of the designated representative. Proxy representative assignments must be written and either hand delivered or received by hard-copy mail prior to the opening of the meeting for which the proxy is assigned. The designation must be signed by the Proxy representative.
Section 5. Mail-In and Proxy Voting
Should a member organization be unable to send a designated or proxy representative to attend a meeting, and it would like to cast a vote on a particular matter, it will be entitled to a mail-in vote or to designate a proxy voter. Mail-in votes and proxy assignments may be sent by hard copy, fax, or email, but where confirmation of receipt is desired by the sender, it is his or her responsibility to secure this confirmation. Authorization of a proxy voter must designate the name of the individual entitled to vote on behalf of the member agency and must identify the issue on which the vote will be cast. The authorization must be signed by the agency designee. Issues on which mail-in votes will be placed before the membership must be circulated to the membership at least 30 days prior to the date of the scheduled meeting. The unanticipated presence of a representative or proxy representative from a member organization will automatically nullify the mail-in vote and proxy designation. Such mail-in votes and proxy designations must be delivered to the Secretary of The National Association for the Employment of People Who Are Blind or the presiding officer for that meeting not less than 72 hours prior to the scheduled meeting.
Section 6. Manner of Voting
The vote on any matter shall be by voice or show of hands. Upon demand of at least ten percent (10%) of the members present at a meeting either in person or by mail-in, the vote shall be made by secret ballot or by roll call.
Section 7. Inspectors
Before or at any meeting of the membership, the Board of Directors may appoint three inspectors. If no appointment shall have been made the presiding officer at the meeting may appoint three inspectors. The membership book containing the list of members entitled to vote shall be made available to the inspectors. If the right of any person to vote shall be challenged, the inspectors shall determine such right. Upon demand of any member attending the meeting in person, the inspectors shall receive and count the vote on any matter including mail-in votes to be voted upon at the meeting and shall determine the results. Their certificate of any vote shall be prima facie evidence thereof. The inspectors’ determination of any vote shall be binding on all the membership.
Section 8. Quorum
The presence, in person, at any regular or special meeting of the membership, of thirty percent (30%) of the members entitled to vote shall constitute a quorum. Proxie representatives present in accordance with Article IV, Section 4 of these bylaws shall be counted in calculating a quorum. Proxy votes or mail-in votes of any kind will not be counted toward a quorum.
Section 9. Waiver of Notice
A member, either before or after any regular or special meeting, may waive notice of the meeting, and the waiver shall be deemed the equivalent of giving notice. Attendance by a member at any meeting of The National Association for the Employment of People Who Are Blind, shall constitute a waiver of notice of the meeting, unless the member attends for the express purpose of objecting to the transaction of business on the grounds that the meeting was not lawfully called or convened.
Section 10. Order of Business
The order of business will be as determined by the President. The usual parliamentary rules as laid down in Robert’s Rules of Order Newly Revised shall govern when not in conflict with these Bylaws.
ARTICLE V
Board of Directors
Section 1. Powers and Duties.
The affairs of The National Association for the Employment of People Who Are Blind shall be managed by the Board of Directors whose duties and responsibilities shall be to:
- Act for and on behalf of the membership in The National Association for the Employment of People Who Are Blind business between meetings of The National Association for the Employment of People Who Are Blind.
- Elect the officers of The National Association for the Employment of People Who Are Blind.
- Plan and develop the annual meeting of The National Association for the Employment of People Who Are Blind.
- Prepare the Annual Budget for the National Association for the Employment of People who are Blind.
- Prepare the Strategic Plan and its regular updates for the National Association for the Employment of People who are Blind.
- Serve as final internal authority in disputes brought by member organizations to the Ethics and Practices Committee.
- Take whatever other action it deems necessary to carry out the purposes of The National Association for the Employment of People Who Are Blind.
Section 2. Qualifications
All Directors, with the exception of the President/CEO of the National Industries for the Blind, must be the representative of a member organization in good standing.
Section 3. Nominations and Elections
Any member in good standing may nominate one or more members in good standing, including themselves for the position of Director. Nominations must be in writing, signed by the nominator, and mailed to the Secretary/Treasurer, postmarked no less than 30 days prior to the next scheduled election. Elections are to be held no less than 15 days prior to the Fall Membership Meetingno later than the end of the first week in January. Newly elected Directors will be seated at the conclusion Annual Meeting of the Board of Directors.meeting held during the Fall Membership Meeting.
Section 4. Composition and Term
The Board of Directors shall consist of eleven elected and one ex-officio member. Voting members will be elected by the membership to two-year terms. Five of these positions will be elected in even-numbered years and six will be elected in odd-numbered years. An individual Director shall serve no more than three consecutive terms but is eligible to be elected after the lapse of one year from the third consecutive elected term in office.Each director shall continue in office until his/her successor has been elected, or until his/her death, resignation, or removal.
Section 5. Ex Officio Member
The President/CEO of the National Industries for the Blind will serve as a non-voting member of the Board of Directors.
Section 6. Vacancy and Removal
A member of the Board of Directors may be removed by a vote of two thirds (2/3) of the Board of Directors or by a two thirds (2/3) vote of members present at a Regular or Special meeting of The National Association for the Employment of People Who Are Blind. In the event of a vacancy, for whatever reason, the position on the Board of Directors shall be filled with the qualified person receiving the most votes of the members at a Regular or Special meeting of The National Association for the Employment of People Who Are Blind.
Section 7. Regular Meetings
The Board of Directors shall meet at least four times annually and at such time and places as it may designate, except that one of these shall be the Annual Meeting, to take place in the month of January. Notice of the date and place of such regular meetings must be mailed to the members of the Board of Directors at least 30 days prior to the regular meetings.
Section 8. Special Meetings
Special Meetings of the Board of Directors may be called by the President at times and places to be fixed by the President on at least 5 days’ written notice to each member of the Board of Directors. Special meetings shall be called by the President in like manner on the written request of five (5) members of the Board of Directors.
Section 9. Waiver of Notice
Any member of the Board of Directors may waive any notice of any meeting in writing either before or after the meeting.
Section 10. Quorum
A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board of Directors. If less than a majority of the Board of Directors are present at such meeting, a majority of the Board of Directors present may adjourn the meeting from time to time and without further notice.
Section 11. Executive Session
The President may, at the initiation of any officer, or as part of a published agenda, adjourn any meeting of the Board to Executive Session. Executive Session shall include only members of the Board. The Secretary will keep confidential minutes of Executive Sessions.
Section 12. Committees
The following shall be Standing Committees of the National Association for the Employment of People Who are Blind, and the officers assigned to chair them:
- Finance and Budget: Treasurer
- Operations: Vice President for Operations
- Services: Vice President for Services
- Public Policy and Rehabilitation: Vice President for Public Policy and Rehabilitation
- Base Supply Centers: Vice President for Base Supply Centers
- Strategic Planning: As appointed by the President
- Ethics and Practices: As appointed by the President
Each Standing Committee will be made up of members of the National Association for the Employment of People Who are Blind. Non-members may serve as non-voting consultants to committees.
The President of The National Association for the Employment of People Who Are Blind shall appoint such other committees as the President may consider advisable.
ARTICLE VI
Officers
Section 1. Qualification
The Officers of The National Association for the Employment of People Who Are Blind shall be a President, a Vice President for Operations, a Vice President for Services, a Vice President for Base Supply Centers, a Vice President for Rehabilitation Services/Public Policy/Legislative Affairs, a Secretary, and a Treasurer, which positions may be combined from time to time at the discretion of the Board of Directors All Officers must be the representative of a member agency in good standing and elected as a member of the Board of Directors. No member shall hold more than one Office at a time. All Officers serve until their successor has been properly elected by the Board of Directors.
Section 2. Election and Term
All Offices of the Corporation shall be filled each year in an election that takes place in Executive Session immediately following the seating of new Directors at the Fall MembershipAnnual Meeting of the Board of Directors meeting. Election shall be by a majority of the members of the Board of Directors. Officers may be re-elected without limits except for those imposed in Article V, Section 4 of these Bylaws.
Section 3. Vacancy and Removal
An Officer of The National Association for the Employment of People Who Are Blind may be removed by a vote of two thirds (2/3) of the Board of Directors or by a two thirds (2/3) vote of members present at a Regular or Special meeting of The National Association for the Employment of People Who Are Blind. In the event of a vacancy in the Office of President, for whatever reason, the unexpired term shall be filled with the qualified person receiving two thirds (2/3) vote of the Board of Directors. A vacancy in all other Offices shall be filled by a qualified member chosen by the President of The National Association for the Employment of People Who Are Blind for the unexpired term.
Section 4. Powers and Duties
The duties and powers of these officers shall be the same as generally pertain to their respective offices as well as such powers and duties as may from time to time be conferred on them by the Board of Directors.
ARTICLE VII
Financial Management
Section 1. Fiscal Year
The Fiscal Year of the National Association for the Employment of People Who are Blind shall be October 1 through September 30.
Section 2. Budget
The Budget and Finance Committee shall, with the Board of Directors and the Standing Committees, prepare an annual budget, to be approved by the membership on or about beginning of each Fiscal Year.
Section 3. Audits
The Budget and Finance Committee will ensure that the Financial Statements of the Corporation are audited each year and the results of said audit will be presented to the membership no later than at the end of the first quarter of the Fiscal Year.
ARTICLE VIII
Dissolution
In the event of dissolution, any and all remaining assets of the Corporation, after the payment of obligations and necessary expenses, shall be distributed evenly among members in good standing at the time of dissolution.
ARTICLE IX
Amendments
These Bylaws may be amended by participation of two thirds (2/3) of the membership, by attendance, mail-in vote or proxy designation and a simple majority of that number for passage. Any proposed amendment or amendments must be mailed to the President at least 60 days prior to the date of the meeting at which the proposed amendment or amendments are to be considered. Any proposed amendment of amendments must be mailed to each member at least 30 calendar days prior to the date of the meeting at which the proposed amendment or amendments are to be considered.
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