EBCB Constitution

Revised and Adopted October 22, 2005


Preamble:  In order to provide charitable and educational services to our community, we, the members of the East Bay Center for the Blind, Inc., a self-governing corporation, do hereby adopt this Constitution.  


ARTICLE I  IDENTITY  


Section 1.1.  Name. The name of this organization shall be The East Bay Center for the Blind, Inc., hereinafter referred to as the Center.  


ARTICLE II  PURPOSE AND BENEFITS  


Section 2.1.  Purpose. The purpose of the Center shall be to: 

(1) Provide educational programs and resources for the blind and visually impaired.  

(2) Furnish information and referral services.  

(3) Assist in providing needed supplies and equipment.  

(4) Offer other related services within the means of the Center.  


Section 2.2.  Benefits. The East Bay Center for the Blind is a Public Benefit Organization.  The benefits of the Center shall be available to all blind persons, members and non-members alike, in accordance with the Articles of Incorporation, this Constitution and its Bylaws subject to approval of the Board of Directors.  


ARTICLE III  MEMBERSHIP  


Section 3.1.  Active Membership.  An active member is one who, upon being accepted for membership by the Board of Directors, and upon the payment of dues, as specified by this Constitution, shall be entitled to vote and to hold elective office.  A member not in good standing shall be ineligible to vote. Seventy-five (75) percent of the active membership must be legally blind.  


Section 3.2. Associate Membership.  Any person, not eligible for active membership, may be elected an associate member of the Center, at the discretion of the Board of Directors.  Associate members shall not vote or hold office in this organization. 


Section 3.3.  Application for Membership.  Prospective members shall become part of the active Center membership subject to approval of the Board of Directors and upon payment of dues.  


Section 3.4.  Dues. The annual dues in this organization for active and associate members shall be set by the Board of Directors and approved by the membership.  


ARTICLE IV  MEETINGS  


Section 4.1.  Quarterly Business Meetings.  Quarterly business meetings shall be held at the Center’s principal place of business in January, April, July, and October, the dates to be specified by the Board of Directors. Twenty-five (25) percent of the active membership shall constitute a quorum for business meetings of the membership.  



Section 4.2.  Other Business Meetings.  Other business meetings may be held:  


(1) Whenever the Board of Directors deems it necessary;  or  

(2) Upon the written request of fifteen members.  


Section 4.3. Notices.  Notices of all business meetings shall be sent to active members at least five (5) days in advance. 


ARTICLE V  BOARD OF DIRECTORS  


Section 5.1.  Enumeration. The officers of the Center shall be (1) President, (2) First Vice-President, (3) Second Vice-President, (4) Recording Secretary, (5) Corresponding Secretary, (6) Treasurer and five (5) Directors.  The six (6) officers and the five (5) directors shall constitute the Board of Directors of the Center. Six (6) of the eleven (11) Board of Directors shall constitute a quorum at board meetings.  


Section 5.2.  Duties. These officers shall perform the duties normally associated with their respective offices, except as may be provided for in this Constitution or its Bylaws.  Members of the Board of Directors may serve in the capacity of paid employees. Until such time as there is a paid general manager, the President shall act in that capacity.  


Section 5.3.  Election and Term of Office.  Officers and Directors shall be elected for a term of two (2) years. The President, Second Vice-President, Corresponding Secretary and two (2) Directors shall be elected on the odd numbered year. The First Vice-President, Recording Secretary, Treasurer and three (3) Directors shall be elected on the even numbered year.  The officers and directors shall be elected by secret ballot at the January business meeting. Officers and directors shall take office at the adjournment of the meeting at which they were elected, and shall serve until the close of the meeting at which their successors are elected.  


Section 5.4.  Nominating Committee.  Before the October business meeting, the Board shall elect two (2) Center members to serve on the Nominating Committee.  At the October business meeting, the membership shall elect three (3) Center members to serve on the Nominating Committee.  


ARTICLE VI  AMENDMENTS  


Section 6.1.  Amendments to the Constitution.  This Constitution may be amended at any business meeting by an affirmative vote of two-thirds (2/3) of the members present and voting  provided that: (1) The proposed amendment(s) shall have been introduced in writing at a preceding business meeting and (2) All members are notified by mail of any proposed Constitutional amendment(s) at least five (5) days prior to the date of voting.  The Board may vote to issue a concise summary of the amendment(s) if it deems this as practical at the time of voting. At least 30 (30) days must elapse between the meeting at which the amendment(s) are presented and the meeting at which they are voted upon.  


Section 6.2.  Amendments to the Bylaws.  The Bylaws of the East Bay Center for the Blind, Inc. may be amended at any business meeting by a majority vote of the members present and voting, provided that the proposed amendment(s) shall have been introduced at a preceding business meeting. 


Article VII  Parliamentary Procedure  

The latest edition of Robert’s Rules of Order shall govern any situation not covered by this Constitution, Bylaws or the Articles of Incorporation.  


Article VIII  Dissolution  


In the event of dissolution, any funds or assets owned by the East Bay Center for the Blind, Inc. shall be liquidated and disbursed in Accordance with the Articles of Incorporation.  


BYLAWS

Revised and Adopted October 22, 2005


ARTICLE I.  OFFICES


Section 1.1.  Principal Office.  The principal office of the East Bay Center for the Blind, Inc., for the transaction of business shall be 2928 Adeline Street, Berkeley, California 94703-2503.   


ARTICLE II.  BOARD OF DIRECTORS


Section 2.1.  Enumeration. The Center shall have six (6) officers and five (5) directors and collectively they shall be known as the Board of Directors.  The President, the first and second vice-presidents and at least a majority of the remaining Board of Directors must be blind.  


Section 2.2.  Eligibility. Any member of the East Bay Center for the Blind, Inc., in good standing shall be eligible for election to the Board of Directors, within limitations set forth by the Constitution and these Bylaws.  


Section 2.3.  Term of Office. Officers and directors shall be elected for a term of two (2) years.  No person shall be elected to the same position for more than two (2) consecutive terms.  Partial terms shall not count in determining eligibility.


Section 2.4. Resignation.  Any officer or director may resign effective upon submitting written notice to the Board of Directors.  


Section 2.5. Removal.  Removal of a member of the Board of Directors, for cause, shall be by vote of two-thirds (2/3) of the members present and voting at a business meeting of the membership.  The member of the Board of Directors subject to the proposed action shall be notified by registered mail at least ten (10) days before the proposed removal and shall have the right to know the reasons for such action and the right to make rebuttal.  


Section 2.6. Vacancies.  If a vacancy occurs on the Board of directors, the President shall appoint a replacement, subject to approval of the Board. The person elected to fill the vacancy shall hold office until the term is complete.  


ARTICLE III.  DUTIES OF BOARD MEMBERS


Section 3.1.  President. The President shall preside at all business meetings, and at all Board of Directors meetings.  He/she shall appoint the chairpersons of all standing committees except the nominating committee and shall be an ex officio member of all committees except the nominating committee.  Until such time as there is a paid general manager, the President shall act as General manager of the Center, signing all contracts and directing all paid staff with the approval of the Board of Directors.  


Section 3.2.  First Vice President.  The First Vice-President shall assume the duties of the President when the President is, for any reason, unable to serve and shall assist the President wherever possible.  


Section 3.3.  Second Vice-President.  The Second Vice-President shall assume the duties of the President during the absence of both the President and the First Vice-President.


Section 3.4.  Recording Secretary.  The Recording Secretary shall keep accurate minutes of all business meetings and all meetings of the Board of Directors.  


Section 3.5.  Corresponding Secretary.  The Corresponding Secretary shall answer all correspondence, except where, for the sake of practicability, it may be deemed advisable that certain letters be answered by the Paid Secretary of the Center.  


Section 3.6.  Treasurer. The Treasurer shall open accounts in financial institutions as approved by the Board of Directors; shall collect all dues; shall make withdrawals as directed by the Board of Directors and shall maintain an accurate membership list.  At every business meeting and every Board meeting, the Treasurer shall be prepared to give a financial report. The President, the First or Second Vice-President, the Recording Secretary and the Treasurer shall be listed with the bank as signatories to authorize withdrawals, two (2) signatures being necessary.  The Treasurer shall make the books available for an audit annually or at the discretion of the Board of Directors. 

Section 3.7.  Directors. Directors shall be available for special assignments.  


ARTICLE IV.  COMMITTEES


Section 4.1.  Standing Committees.  There shall be the following standing committees: 


Audit and Budget 

Constitution and Bylaws 

Membership 

Resource Development 

Public Relations 


The President with the approval of the Board of directors shall appoint the committee chairpersons.  The President may be an ex officio member of all committees except the nominating committee and shall vote only to break a tie vote.  


ARTICLE V.  MEMBERSHIP, VOTING AND DUES


Section 5.1.  Eligibility. East Bay Center membership shall be open to residents of the Bay Area age 18 and older.  Membership may be retained when a member in good standing moves out of the area.  


Section 5.2.  Application for membership.  Prospective members shall become part of the active Center membership subject to the approval of the Board of directors.  An application must be submitted to the membership committee, who will in turn present it to the Board of directors at a regularly scheduled Board meeting.  The prospective member will become an active member if he/she is accepted for membership at the following scheduled Board meeting and upon payment of dues. Dues must be paid within 30 (30) days of written notification.  An applicant must be sponsored by a member in good standing and must have attended one Center function.  


Section 5.3.  Dues. The annual dues in this Organization for active and associate members shall be set by the Board of Directors and approved by the membership.  


Section 5.4.  Delinquent Dues.  Membership shall be renewed annually at or before the January business meeting.  In February the treasurer shall notify any member whose dues have not been paid. If Dues have not been paid by March 1, the member will be considered not in good standing and must apply for reinstatement.  Reinstatement of membership shall be subject to approval by the Board of Directors.  


Section 5.5.  Renewal of dues.  Notice of renewal of dues shall be published in the newsletter.  


ARTICLE VI.  RECORDS AND REPORTS


Section 6.1.  Maintenance of Records.  The Center shall keep at its principal office:  

(a) Minutes of all meetings of the board of Directors and all business meetings.  

(b) Adequate and correct books and records of account, including accounts of its properties and business transactions and accounts of its assets, liabilities, receipts, disbursements, gains and losses.  

(c) A record of Center members, indicating their names, addresses and phone numbers, membership status and whether they are blind or sighted.  

(d) A copy of the Center’s Articles of Incorporation, Constitution and Bylaws as amended to date, which shall be open to inspection by the members’ at all reasonable times during office hours.  


ARTICLE VII.  AMENDMENTS


These Bylaws may be amended at any business meeting by a majority vote of the members present and voting, provided the proposed amendment(s) shall have been introduced at a preceding business meeting.