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The North Dakota Association of the Blind, Incorporated

Constitution

Adopted: June 11, 2011
Last Amended: June 12, 2016

Contents

Article I. Name

Section 1. The name of this organization shall be: The North Dakota Association of the Blind, Incorporated. Hereinafter, this organization shall be referred to by its trade name, NDAB.

Article II. Purpose

Section 1. The purpose of NDAB shall be:
A. To promote the educational, social and cultural betterment of individuals who are blind or visually impaired, particularly for those persons who reside in North Dakota.
B. To encourage and assist persons who are blind or visually impaired, especially those with recent sight loss, to develop their abilities and potentialities so that they can assume their rightful role in the community.
C. To promote public understanding of vision loss and of the capabilities of persons who are blind or visually impaired.
D. To work with organizations and agencies in the interests of individuals who are blind or visually impaired.
E. To strive to enhance the way of life for persons who are blind or visually impaired.
F. To improve opportunities for employment for persons who are blind or visually impaired.

Article III. Membership

Section 1. Any person 18 years of age or older shall be eligible for membership in this organization.

Section 2. A majority (more than 50%) of the membership shall be comprised of persons who are “legally” blind or visually impaired.

Section 3. Junior Members. A person under the age of 18 (or no younger than 14) may apply for membership. They shall be considered junior members of NDAB and may not hold office or have voting rights in the organization until the age of 18 has been attained. However, junior members of NDAB may serve as committee members and shall have the right to participate in deliberations of the organization while it is assembled in Convention.

Section 4. Honorary Members. The title of Honorary Member may be conferred on any person at any convention by a majority vote. Persons, so entitled, shall not hold office, vote or be required to pay dues. Recognition as an honorary NDAB member may be conferred on any person outside the organization whose service to the community has in some manner benefited people who are blind or visually impaired.

Section 5. Lifetime Membership. The title of Lifetime Member may be conferred on any worthy person at any convention. Persons, so entitled, shall not be required to pay dues, but shall retain their full membership rights. The recognition as a lifetime member shall be based upon accumulated years of service to NDAB and the person so honored shall have demonstrated a consistent dedication to the purposes for which the organization was established.

Section 6. Application for Membership. Any person wishing to become a member of this organization shall make application to the executive board. The executive board reserves the right to approve the worthiness of individuals who seek to become members of NDAB. An applicant seeking membership shall not be excluded solely based upon their age, gender, race, religion, sexual orientation nor for their membership in another consumer organization of the blind.

Section 7. Dues. Membership dues shall be established or changed at the annual convention by a two-thirds vote of the members present. Members shall pay annual dues each year. Payment of annual dues shall be a pre-requisite for the right to vote or hold office in NDAB. Members shall be considered delinquent if current dues are not paid during that calendar year.

Article IV. Officers

Section 1. NDAB shall have the following officers: president, vice president, secretary, treasurer, development director, immediate past president, and three board directors. Other officers may be added by a two-thirds vote of the convention. The president and vice president and two of the directors must be legally blind or visually impaired.

Section 2. Election of Officers
A. Officers shall be elected for a term of two years and until a successor is elected or appointed.
B. Directors shall be elected for a term of three years and until a successor to that directorship is elected or appointed. One director will be elected at each annual convention.
C. The president and vice president shall not be elected for a third consecutive term.
D. The three (3) directors shall not succeed themselves in that office.
E. Whenever an office or directorship is vacated, the person who is appointed to fill that position shall serve until the next Convention when an election for that office must be held.
F. Whenever an office or directorship is vacated, the counsel and consent of the remaining members of the Board shall be required for appointment to fill vacant positions of officers or directors.
G. The immediate past president shall hold this office until a new president is elected. If for whatever reason the position of Immediate Past President is vacated, that position shall remain vacant.
H. Unless a candidate is unopposed, all elections shall be by ballot and a majority of all the votes cast shall be required for election.
I. Installation of officers shall be made the last order of business of the convention prior to adjournment.

Section 3. Qualifications of officers
A. The president and vice president and two of the directors must be legally blind or visually impaired.
B. Payment of annual dues shall be a pre-requisite for the right to hold office in NDAB.
C. All elected officers and directors shall be a resident of the State of North Dakota during their terms of office or in a city in a neighbor state, that city shall share a common border with its sister city in North Dakota. Examples of such cities are Fargo – Moorhead and Grand Forks – East Grand Forks.
D. To avoid conflict of interest officers shall not hold office while serving as an officer in another consumer organization of the blind.

Section 4. General Duties. Officers and directors shall have the following duties:
A. To regularly attend meetings of the board and be knowledgeable about the business that needs to be discussed and acted upon.
B. To be actively involved in the activities of the organization and to provide leadership on the committees of NDAB.
C. To serve as voting members of the executive board.
D. Each officer shall perform all duties normally associated with the office according to Roberts Rules of Order Revised and any additional duties assigned by the convention or the executive board.
E. The immediate past president shall provide advice and counsel as needed to the president regarding matters pertaining to the administration of the organization.

Section 5. The president shall have the following duties:
A. To be the chief administrative officer of the organization.
B. To preside at all conventions and meetings of the executive board. As its presiding officer, the president votes whenever a tie vote occurs, a secret ballot is cast or a poll of the board is taken.
C. To be informed as to the proper rules and procedures for conducting meetings in an efficient and harmonious manner.
D. To appoint a sergeant at arms and a parliamentarian for each convention. Duties of the parliamentarian shall be to interpret and to clarify the Constitution, By-Laws, standing rules, and rules of order at the request of the chair. Duties of the sergeant-at-arms shall be to help maintain order and to insure that voting is done in accordance with the standing rules of the convention.
E. To make appointments to all vacancies not otherwise provided for.
F. To appoint the members of all committees not otherwise provided for by the convention or by the executive board and to replace vacancies that occur.
G. To serve as ex-officio member on all committees with no voting rights.

Section 6. The vice president shall have the following duties:
A. To preside at meetings of the executive board when the president is absent from the chair.
B. To succeed to the office of president in case of death, resignation or disqualification of the president.

Section 7. The secretary shall have the following duties:
A. To take, record and keep all minutes of meetings of the executive board and proceedings of the convention and be prepared to present them upon request.
B. To submit the minutes of board meetings and convention proceedings for publication in the quarterly newsletter. Minutes taken while the board is in executive session for the purpose of discussing matters that are of a sensitive nature may not be submitted for publication.
C. To keep on file records of all official transactions of the executive board and other committees.
D. To call the roll of the membership when requested by the chair. The response to roll call shall determine whether a quorum has been established.
E. To keep a roll of voting members at convention from a classified list. This list should correspond to the one that which is kept by the treasurer.
F. To take care of mailing and official correspondence when required to do so.

Section 8. The treasurer shall have the following duties:
A. To be in charge of collections of dues and special assessments.
B. To make all disbursements authorized by the convention or the executive board.
C. To be the official custodian of all monies and commercial papers. In this capacity, the treasurer is to receive all monies paid to the account of NDAB and is to keep an accurate record of the same.
D. To be the official custodian of all property not otherwise provided for.
E. To keep an accurate record of each financial transaction, and to procure an annual review of the books for presentation to the convention by a qualified auditor.
F. To collaborate with an accountant or another qualified person to prepare the organization’s 990 report to the IRS and insure that this report is submitted before the filing deadline.
G. To keep a classified list of all members that includes their status as to payment of current dues.
H. To be bonded at the expense of NDAB in an amount no less than is sufficient to protect the assets of the organization at any given time.

Section 9. The development director shall have the following duties:
A. To coordinate and lead the fundraising efforts that are conducted by the organization with assistance from the executive board and the membership.
B. To report results of fundraising efforts to meetings of the board and to the membership while they are assembled in annual convention.
C. To investigate potential fundraising and grant opportunities.
D. To collaborate with the treasurer to prepare the annual fiscal budget that is presented for approval to members that are assembled in annual Convention.

Article V. Executive Board

Section 1. Composition of the executive board.
A. NDAB shall have an executive board composed of the president, vice president, secretary, treasurer, development director, immediate past president and three (3) board directors. A majority of all members of the board shall be blind or visually impaired.
B. The elected and listed officers (6) and board directors (3) shall constitute the voting members of the Executive Board.

Section 2. Duties of the Executive Board.
A. The executive board shall serve as the governing body of NDAB between conventions.
B. The board shall present a report of its meetings and activities to the convention. All minutes of meetings of the executive board are to be published in the Promoter, the official publication of NDAB.
C. The board shall carry out the policies and programs of NDAB as adopted by the convention.
D. The board shall supervise the planning of all conventions and set the dates of the annual convention if not decided upon by the convention.
E. The board shall review all applications of prospective members and shall vote on their acceptance.
F. The board shall share the information it has regarding the qualifications of new members.
G. The board shall remove from service any inactive, inefficient or uncooperative committee personnel.
H. The board shall present a yearly report of its official acts at the annual convention. Such acts are actions that have been taken in the name of NDAB and are not a part of the policies and programs that have been adopted by the convention.
I. All official actions taken by the executive board shall be subject to review by the conventions of NDAB.
J. The board shall hear charges brought against members and decide whether the member should be suspended or expelled. Any board decision may be appealed to the convention.
K. The executive board shall receive resolutions and present them to the convention.
L. Between conventions the executive board shall have general supervision of the Promoter, the official publication of NDAB.

Section 3. Meetings
A. The meetings of the executive board may be held in person or by telephone conference call. The board members may be polled in writing and the secretary shall keep a record of the votes cast.
B. The executive board shall be called into session at the discretion of the president or upon request of ten (10%) of the members of NDAB, or upon request of any three (3) members of the executive board. The secretary shall notify the members of the meeting. Any member may object to the sufficiency of the notice in writing or by appearing at the meeting. If a member does not object to the sufficiency of the notice the member shall have waived the right to object.
C. The executive board shall hold a meeting at the time and place of the convention of NDAB. To maintain organizational continuity, the executive board is instructed to hold a minimum of 4 quarterly meetings per year. An interval of 3 months should not pass between each executive board meeting. A quorum for the business meetings of the executive board of directors shall be six (6) members.
D. All meetings of the executive board shall be open to all NDAB members and others that are invited by the president.
The only exception to this open meeting rule is if the president is to convene the board in executive session for the purpose of considering and discussing sensitive matters, issues and information of a financial nature that are confidential to the parties involved.

Article VI. Conventions

Section 1. The primary authority of NDAB shall reside with the membership whenever it is assembled in convention and shall herein be referred to as the convention.

Section 2. NDAB shall hold a regular annual convention and may hold special conventions.

Section 3. The convention shall fix the time and place of the next or succeeding conventions. If the convention fails to perform this duty the executive board shall set the time and place for such.

Section 4. A notice of each convention shall be given to all members at least thirty days prior to the meeting.

Section 5. A majority of the membership present at any convention shall constitute a quorum.

Section 6. Roberts Rules of Order Revised shall govern on all parliamentary questions not covered by this Constitution or the By-Laws of NDAB.

Article VII. Amending the Constitution

Section 1. This Constitution may be amended by the following procedures:
A. Any proposed amendments to the Constitution shall be submitted in writing to the executive board at least 60 days prior to the Annual Convention.
B. The executive board shall place the petition to make amendment(s) to the Constitution on the agenda of the next convention and shall include a copy of the proposed amendment(s) with the notice of the convention.
C. A two-thirds vote of all members present and voting shall be required for the adoption of any constitutional amendment.

Section 2. A motion to amend the Constitution may be made and considered at a regular convention.
A. The said motion shall require a simple majority.
B. If the motion to consider passes, the proposed amendment shall be placed on the agenda of the next convention and a copy of the proposed amendment shall be included with the notice of convention.
C. A two-thirds vote (2/3) of those present and voting is required to pass all proposed constitutional amendments.

Article VIII. Dissolution

Section 1. Upon the dissolution of this organization, the executive board after paying or making provisions for the payment of all of the liabilities of NDAB, shall dispose of all the assets of this corporation to such organizations which have been organized and operated exclusively for charitable, educational, religious, or scientific purposes qualifying under section 501 (c) (3) of the Internal Revenue Code and any future tax code.

Article IX. Miscellaneous Provisions

Section 1. NDAB is organized and located in the state of North Dakota as a not for profit corporation under the laws of North Dakota and the 501 (c) (3) tax code of the Internal Revenue Service or any future tax code.

Section 2. North Dakota Association of the Blind is a state affiliate of the American Council of the Blind (ACB). Through this affiliation, all members of NDAB are also members of the American Council of the Blind and have all the rights and privileges so conferred by such membership.