AMENDED AND RESTATED BY-LAWS OF THE NATIONAL ASSOCIATION FOR THE EMPLOYMENT OF PEOPLE WHO ARE BLIND
The name of this organization shall be: the National Association for the Employment of People Who Are Blind (NAEPB).
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.
Section 1. Eligibility
- 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.
- Additional Members: Any nonprofit organization or state agency devoted to serving persons who are blind shall be eligible for membership in NAEPB.
- 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.
- 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:
- 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 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 NAEPB 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 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.
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. Written notice of the date and place of the meeting shall be given 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. Written notice of the date and place of any special meeting shall be given to each member at least fifteen (15) days prior to the meeting. The written notice of any special meeting shall contain a statement of the purpose or 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. 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.
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; provided, however, that in special situations, the Board of Directors, at its discretion, may extend the eligibility of a Director to be elected for a fourth consecutive term by approving such extension of eligibility at a meeting of the Board of Directors occurring during such Director’s third consecutive term. 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. Written notice of the date and place of such regular meetings must be given 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. 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 10. Action Without a Meeting
Any action which may be taken at a meeting of the Board of Directors may be taken without a meeting if the consent or consents in writing setting forth the action so taken shall be signed by all of the members of the Board of Directors in office and shall be filed with the corporate secretary of the Board of Directors.
Section 11. Participation by Conference Telephone
One or more persons may participate in a meeting of the Board of Directors by conference telephone or similar communications equipment whereby all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Section shall constitute presence in person at such meeting.
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.
Section 14. Conflicts of Interest
The following guidelines shall prevail concerning duality and conflict of interest:
- No Director shall knowingly take any action or make any statement intended to influence the conduct of the Corporation in such a way as to confer any benefit on such Director or on any company or entity in which the Director, or a member of the Director’s immediate family, has a significant interest as a stockholder, director or officer.
- In the event that a matter for consideration or decision comes before the Board of Directors that raises a potential conflict of interest for any Director, that Director, or any other Director, shall disclose the conflict of interest as soon as the Director becomes aware of it. The disclosure shall be recorded in the minutes of the meeting. The interested Director may not be physically present during the Board’s final discussion and vote on this issue.
- Any Director who is aware that he or she has a potential conflict of interest with respect to any matter coming before the Board shall not vote in connection with the matter.
- These provisions shall not be construed as preventing or discouraging any Director from disclosing relevant information with respect to any matters to which the Director has knowledge or from answering questions or stating his or her position with respect to any matter.
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.
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. Financial Statements
The Budget and Finance Committee will ensure that an independent review of the Financial Statements of the Corporation is performed each year. Such Financial Statements shall be audited only if required by law. The reviewed Financial Statements will be presented to the Board of Directors for approval at the first Board of Directors Meeting following the completion of the Financial Statements. Once approved by the Board of Directors, the reviewed Financial Statements will be made available to member organizations.
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.
The Corporation shall indemnify each of its Directors, Officers, and employees whether or not then in service as such (and his or her executor, administrator and heirs), against all reasonable expenses actually and necessarily incurred by him or her in connection with the defense of any litigation to which the individual may have been a party because he or she is or was a Director, Officer or employee of the Corporation. The individual shall have no right to reimbursement, however, in relation to matters as to which he or she has been adjudged liable to the Corporation for negligence or misconduct in the performance of his or her duties, or was derelict in the performance of his or her duty as Director, Officer or employee by reason of willful misconduct, bad faith, gross negligence or reckless disregard of the duties of his or her office or employment. The right to be indemnified for expenses shall also apply to the expenses of suits which are compromised or settled if the court having jurisdiction of the matter shall approve such settlement. The foregoing right of indemnification shall be in addition to, and not exclusive of, all other rights to that which such Director, Officer or employee may be entitled.
Section 1. Written Notice
Whenever written notice is required to be given to any person, it may be given to such person, either personally or by sending a copy thereof by first class or express mail, postage prepaid, or by facsimile transmission, or by e-mail, to his or her address (or to his or her facsimile number or e-mail address) supplied to the Corporation for the purpose of notice. If the notice is sent by mail, it shall he deemed to have been given to the person entitled thereto when deposited in the United States mail or, if the notice is sent by facsimile or e-mail, when dispatched by facsimile transmission or e-mail. A notice of meeting shall specify the place, day and hour of the meeting and any other information required by statute or these Bylaws. When a special meeting is adjourned, it shall not be necessary to give any notice of the adjourned meeting or of the business to be transacted at an adjourned meeting other than by announcement at the meeting at which such adjournment is taken.
Section 2. Waiver of Notice
Whenever any written notice is required to be given under the provisions of any statute or the Articles or Bylaws of this Corporation, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent to the giving of such notice. Except as otherwise required by statute, neither the business to be transacted at nor the purpose of a meeting needs be specified in the waiver of notice of such meeting. Attendance of a person at any meeting shall constitute a waiver of notice of such meeting, except where a person attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting was not lawfully called or convened.
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 or 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.
APPROVED BY THE MEMBERSHIP JANUARY 21, 2020