NAEPB Bylaws

blind employee blind woman using computer blind employeesAMENDED CODE OF BY-LAWS OF THE NATIONAL ASSOCIATION FOR THE EMPLOYMENT OF PEOPLE WHO ARE BLIND

ARTICLE 1
Name

The name of this organization shall be: the National Association for the Employment of People Who Are Blind (NAEPB).

ARTICLE II
Mission Statement

The Mission of the National Association for the Employment of People Who Are Blind is to represent and protect 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 NAEPB.
B. Additional Members: Any nonprofit organization or state agency devoted to serving persons who are blind shall be eligible for membership in NAEPB.
C. Agency Mergers: When two or more agencies merge, the surviving agency, if it is an NAEPB member, will retain or be eligible for NAEPB membership with one vote. The agency that was acquired ceases to exist and no longer has a vote.
D. Subsidiaries: Subsidiaries are considered to be part of the parent company and are considered under the same single membership.

Agency subsidiaries established prior to October 1, 2014 are “grand-fathered” and not affected by this rule.
Additional notes for clarification:

C. Agency Mergers

  • Board governance of newly merged agencies will be reviewed by the Ethics Committee
  • Foundations formed by member agencies do not qualify for NAEPB membership

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 NAEPB may become a member of NAEPB upon being elected by a majority of the members of NAEPB present at any regular or special meeting of the members and upon the payment of the first year’s dues which may be prorated as applicable. Nothing in these By Laws is to be interpreted to prevent the Board of Directors from establishing a payment plan as appropriate.

Section 3. Admission
Any eligible organization that makes written application to NAEPB may become a member of NAEPB upon being elected by a majority of the members of NAEPB present at any regular or special meeting of the members and upon the payment of the first year’s dues which may be prorated as applicable. Nothing in these By Laws is to be interpreted to prevent the Board of Directors from establishing a payment plan as appropriate.

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 NAEPB 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
In case of delinquency the Board of Directors may:

  • Declare a member organization in financial hardship and adjust or waive annual dues for any given year.
  • Establish a payment plan as appropriate.
  • Assess a fee of 10% per month on memberships delinquent by more than 30 days.
  • 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.
The Annual Meeting of the membership shall be held during the first quarter of the fiscal year at such place and time as determined by the Board of Directors. Notice of the date and place of the meeting shall be mailed (hereinafter defined as United States mail, electronic mail and any other recognized mail carrier) 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. President
The Presiding Officer at any meeting shall be the President and in the event of his/her 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.

Section 4. 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 appoint its Designated Representative. The Designated Representative will act on behalf of said member organization at any meeting of the members, and whenever possible should be an employee who has responsibility for the general administration of said member organization. The Secretary of the Board 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 Secretary of the Board shall be made available for inspection prior to the vote on any matter.

Section 5. Proxy Representatives
Should a member organization’s Designated Representative be unable to attend a meeting, that organization will be entitled to name a Proxy Representative. A Proxy Representative will have all the rights of the Designated Representative with the exception of filling a seat on the Board of Directors. A Proxy Representative must be an employee of the Designated Representative’s member organization. Proxy Representative assignments must be written and either hand delivered or received by mail by the Secretary prior to the opening of the meeting for which the Proxy Representative is assigned. The assignment of a Proxy Representative must be signed by the Designated Representative and the Proxy Representative.

Section 6. Mail-In and Proxy Voting
Should a member organization be unable to send its designated Representative 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 name a Proxy Voter. Mail-in votes and Proxy Voter names may be sent by mail, 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 clearly state the name of the individual entitled to vote on behalf of the member organization and must identify the issue on which the vote will be cast. The authorization must be signed by the organization’s Designated Representative. 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 Designated Representative or Proxy Representative from a member organization will automatically nullify the mail-in vote and/or Proxy Voter. Mail-in votes and the names of Proxy Voters must be delivered to the Secretary of NAEPB or the Presiding Officer for that meeting not less than 72 hours prior to the scheduled meeting.

Section 7. 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 8. Inspectors
Before or at any meeting of the membership, the Board of Directors may appoint three Inspectors. If no appointment shall have been made by the Board, 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.

Section 9. Tellers
In balloting in a meeting where the voting is in the same room as the meeting, the Presiding Officer appoints Tellers to distribute, collect and count the ballots and report the vote to the Presiding Officer who declares the result. In the event the vote taken is eligible for mail votes they shall be counted in accordance with Article IV, Section 6. The Tellers determination of any vote as described in this Section shall be binding on all the membership.

Section 10. 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. Proxy Representatives present in accordance with Article IV, Section 5 of these bylaws shall be counted in calculating a quorum. Proxy Voters or mail-in votes of any kind will not be counted towards a quorum.

Section 11. 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 NAEPB , 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 12. 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 NAEPB shall be managed by the Board of Directors whose duties and responsibilities shall be to:

  • Conduct business for and on behalf of the membership of NAEPB between meetings of NAEPB.
  • Elect the officers of NAEPB.
  • Plan and develop the Annual Meeting of the Membership of NAEPB.
  • Plan and develop the Annual Retreat of the Board of Directors and Membership Meeting of NAEPB to be held in the month of January each year.
  • Prepare the Annual Budget for NAEPB.
  • Prepare the Strategic Plan and its regular updates for NAEPB.
  • 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 NAEPB.

Section 2. Qualifications
All Directors, must be the representative of a member organization in good standing.

Section 3. Nominations and Elections
The Designated Representative of any member organization in good standing may nominate one or more Designated Representatives of an organization in good standing, including themselves for the position of Director. Nominations must be in writing, signed by the nominator, and mailed to the Secretary , postmarked no less than 30 days prior to the next scheduled election, unless the Secretary instructs the membership otherwise. Elections are to be held no less than 30 days prior to the Annual Retreat of the Board of Directors and Membership Meeting, and in any case must be completed prior to the end of the calendar year preceding the Annual Retreat of the Board of Directors and Membership Meeting. Newly elected Directors will be seated at the beginning of the Annual Retreat of the Board of Directors and Membership Meeting in January of each year. The out-going Board members may remain in the Annual Retreat of the Board of Directors Meeting. They may comment but will have no voting rights.

Section 4. Composition and Term
The Board of Directors shall consist of eleven elected members. Elected 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 elected 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 elected Director shall continue in office until his/her successor has been elected and seated, or until his/her death, resignation, or removal.

Section 5. 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 NAEPB. 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 NAEPB.

Section 6. President
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 member of the Board of Directors upon a majority vote of the Board of Directors present in person.

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 Board of Directors Retreat and Membership 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.

Section 11. Proxy Director
Should a member of the Board of Directors be unable to attend a Board meeting, that Board member will be entitled to name a Proxy from the remaining members of the Board of Directors. Board Proxy assignments must be written and either hand delivered or mailed prior to the opening of the meeting for which the Proxy is assigned. The designation must be signed by the Board member who is assigning the Proxy.

Section 12. 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 13. 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
  • Membership: Secretary
  • Operations: Vice President for Operations
  • Services: Vice President for Services
  • Public Policy and Communications : Vice President for Public Policy and Communications
  • 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 individuals who are employees of member organizations in good standing with NAEPB Non-members may serve as non-voting consultants to committees.

The President of NAEPB shall appoint such other committees as the President may consider advisable.

ARTICLE VI
Officers

Section 1. Qualification
The Officers of NAEPB 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 Public Policy and Communications, a Secretary, and a Treasurer, which positions may be combined temporarily from time to time at the discretion of the Board of Directors with these exceptions: neither the positions of President and Secretary, nor the positions of President and Treasurer are to be combined. 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
At the Annual Board of Directors Retreat and Membership Meeting, an Executive Session of the Board will be called for the purpose of seating the newly elected Directors and conducting the annual election of Officers of the Corporation. 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 NAEPB 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 NAEPB. 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 NAEPB 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 NAEPB 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. The results of said audit will be presented to the Board of Directors for approval at the first Board of Directors Meeting following the completion of the audit. Once approved by the Board of Directors, the audit will be made available to member organizations.

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 to member organizations in good standing at the time of dissolution. The dissolution will be made in a manner consistent with the current dues structure.

ARTICLE IX
Amendments

These Bylaws may be amended by participation of two thirds (2/3) of the membership, by attendance, Proxy Representative mail-in vote or Proxy Voter 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.