MCB Bylaws

This page contains the current bylaws of the Missouri Council of the Blind, as amended October 3rd, 2015, proceeded by an hypertext index.

Index

Article I. Name:

The name of this organization shall be the Missouri Council of the Blind, hereinafter referred to as MCB. It is a 501(c)(3) not for profit corporation. MCB is also a state affiliate of the American Council of the Blind.

Article II. Purpose:

The purpose of MCB shall be to promote the general well-being of our members and legally blind people in Missouri, and to support or participate in other programs promoting the best interests of legally blind people everywhere.

Article III. Membership:

Section 1.
Members of Regular Affiliates and Special Interest Affiliates: Members of MCB shall be eighteen years of age or over, shall be residents of Missouri, and shall belong to a Regular Affiliate, a Special Interest Affiliate, or be a member-at-large as set forth in Section 2. All members shall have the right to vote, speak on the floor at MCB conventions, serve on committees, and if qualified, hold office in MCB.

Section 2.
Any resident of Missouri, eighteen years of age or over, who is not a member of a regular or Special Interest Affiliate may apply for membership-at-large in MCB. An application, accompanied by dues, shall be sent to the Executive Director. The Membership Committee shall vote on all applications. If an application is not approved, it may be submitted first to the board of directors and then if it is still denied, it may be submitted to the general assembly at the next annual Convention. An application submitted to the convention shall be signed by at least five members in good standing. A two-thirds vote of the members present and voting shall be necessary to approve the application.

Section 3.
Junior Members of Affiliates: Any resident of Missouri, who is ten through seventeen years of age, may apply for Junior Membership in a Regular or Special Interest Affiliate of MCB. Junior members may speak at meetings and serve on MCB committees.

Section 4.
ACB Convention Grants: Any member of MCB, who is not a junior member, may receive one (1) grant to the ACB convention when such grants are authorized by the Board of Directors. To be eligible for a grant, the member must have joined a Regular or Special Interest Affiliate or become a member-at-large by February 1 of the calendar year in which the grant is offered. The grant shall be payable to members after they attend the ACB convention. Members shall attend all daytime general sessions. The MCB President, or President's designee, shall be informed as soon as possible if someone is at the convention but unable to attend a session.

Article IV. Affiliates:

Section 1.
Types of Affiliates: MCB shall have Regular Affiliates and Special Interest Affiliates. A Regular Affiliate shall be an organization having an interest in all matters pertaining to MCB. A Regular Affiliate will generally consist of members from a particular area of the state. A Special Interest Affiliate shall be an organization whose members have an interest in a particular subject area. A Special Interest Affiliate will generally draw its members from throughout the state. A member of MCB is limited to membership in one Regular Affiliate, but members of Regular Affiliates may belong to any number of Special Interest Affiliates.

Section 2.
A Regular Affiliate of MCB shall have at least ten members, a majority of whom are legally blind, including the president and vice president. A Special Interest Affiliate of MCB shall have at least fifteen members, a majority of whom are legally blind, including the president and vice president.

Section 3.
An organization of the blind desiring to become a Regular Affiliate of MCB shall have at least ten members who are new to MCB (not counting members at large). In order to become a new regular or Special Interest Affiliate of MCB, the organization shall apply for membership at least thirty days prior to the next annual convention by submitting a copy of its Bylaws, the names, addresses, and phone numbers of its members and elected officers, and one year's dues to the MCB office. The application shall then be voted on at the convention, with a majority needed for approval. When the application for membership is approved, the MCB president shall issue a charter of membership to the new affiliate.

Section 4.
By February first of each year, each affiliate shall provide the MCB office with a list of the names, addresses, phone numbers, visual status, and preferred reading format of its current members and elected officers for the purpose of updating the ACB membership list. By September first of each year, each affiliate shall provide the MCB office with the names, addresses, phone numbers, visual status, and preferred reading format of its members and elected officers for the purpose of updating the MCB membership list for voting at the MCB convention.

Section 5.
Affiliates shall send any amendments or revisions to their Constitutions or Bylaws to the MCB office within ninety days after they have been adopted.

Section 6.
If a new special interest organization of the blind seeks affiliation, it shall not be chartered if there is an existing MCB Special Interest Affiliate with the same goals and purpose.

Article V. Dues:

Section 1.
Each Affiliate shall pay annual dues as determined by the members in Convention assembled. Dues, with a current list of names, addresses, phone numbers, visual statuses, and preferred reading formats of members shall be sent to the office by September first. Members of affiliates whose dues are not paid by September first shall not be entitled to vote at the annual convention.

Section 2.
Members-at-large shall pay annual dues as determined by the members in convention assembled, which shall be sent to the office by September first. Members at large are also expected to pay registration fees when attending conventions. Members at large whose dues are not paid will not be entitled to vote at a convention.

Article VI. Finances:

Section 1.
The fiscal year shall be from September first through August 31.

Section 2.
The funds of MCB shall be deposited in a bank or banks decided upon by the President and the Treasurer, with the approval of the Board of Directors. They shall also designate the purpose of each account. The Treasurer and all other persons handling money shall be bonded within 30 days of being elected or appointed.

Section 3.
The treasurer shall be responsible for the payment of all invoices by check, written on the general funds account, when authorized by the President or Executive Director.

Section 4.
Members of the Board of Directors, employees, and committee members shall be entitled to reasonable expenses, as determined by the Board of Directors, for attending regular or special meetings or for any assignment directed by the President or the Board of Directors. A written expense form, with receipts if possible, shall accompany all claims for reimbursement. Expense forms shall be sent to the Executive Director for approval and sent to the Treasurer for payment. The form shall be sent to the President if the Executive Director is not available. If an expense form is not properly completed, it shall be returned to the member. However, the Executive Director shall not disapprove any properly prepared expense form where the expenditure has been authorized by the President or the Board of Directors.

Section 5.
ACB Convention Grant: MCB members may receive a grant to attend the ACB national convention. The grant shall be payable to members after they attend the ACB convention. Members shall attend all business sessions Monday through Friday. The MCB President shall be informed as soon as possible if someone is at the convention but unable to attend a business session.

Section 6.
Any disbursement of the investment funds except by the designated stockbroker and its agents, or any bank holding the investments, shall require in writing a request signed by two of three authorized signatures. The authorized officers are the MCB President, First Vice President, and the Treasurer. Sample signatures from each named officer will be presented to the stockbroker upon election or appointment for comparison when any transaction is made.

Article VII. Officers:

Section 1.
The officers of MCB shall be a President, First Vice President, Recording Secretary, and Treasurer. All officers shall be legally blind except the Treasurer who may be sighted. The Executive Committee shall consist of the officers.

Section 2.
Term of Office: All Officers and Board of Directors members shall assume their duties on November first, following their election. All outgoing MCB officers shall surrender all equipment, documents, and files to their successors no later than December first.

Section 3.
Duties of Officers: Officers shall perform the duties as are prescribed for the office in these bylaws, in the adopted parliamentary authority, and as directed by the Board of Directors. The President shall attend the national convention of the American Council of the Blind.

Section 4.
Vacancies: In the event of the resignation, removal, incapacity, or death of the President, the First Vice President shall complete the unexpired term. All other vacancies on the Board of Directors, except that of Affiliate Representatives, shall be filled by the President, with the approval of the Board of Directors, until the next convention.

Section 5.
In order to qualify as a candidate for an elected office, any person must be a member of the MCB for at least two years and have attended at least one convention.

Article VIII. Elections:

Section 1.
Each Officer, Director, and the Public Relations Chairman shall be elected to serve a two year term and shall not be elected to the same office for more than two consecutive terms (not including unexpired terms).

Section 2.
The President, First Vice President, and Recording Secretary shall be elected in the even-numbered years. The Treasurer, the three Directors, and the Public Relations Chairman shall be elected in the odd-numbered years.

Section 3.
Voting for officers shall be by secret ballot unless a candidate is unopposed. When more than two candidates are nominated for an office and a majority is not achieved on the first ballot, only the two candidates with the highest valid votes shall be considered on the second ballot. A majority valid vote is required for election.

Article IX. Meetings:

Section 1.
Convention: MCB shall hold an annual convention in October at a place and date determined by the majority vote of the members. At each annual convention, affiliates may present proposals offering to host future conventions. The members shall decide by a majority vote where the convention will be held. If no affiliate offers to host the convention, the convention committee shall select a site for the next convention. In this event, the local affiliate in the city selected shall have no responsibility for conducting or arranging the convention.

Section 2.
Special meetings: Special meetings of MCB may be called at any time by the President, or shall be called upon the written request of a majority of the Board of Directors or a majority of the Affiliates. Copies of the motions or resolutions adopted by the Affiliates requesting a special meeting shall accompany the request for a special meeting. Members shall be notified of the special meeting at least ten days (not including Sundays or Holidays) prior to the date of the meeting.

Section 3.
Quorum: At least seventy-five members, including representatives from a majority of the affiliates, shall be present to constitute a quorum for conducting business at a convention or special meeting.

Article X. Board of Directors:

Section 1.
Composition All Officers, Directors, the Public Relations Chairman, and Affiliate Representatives shall constitute the Board of Directors. A husband and wife may not serve on the Board of Directors simultaneously.

Section 2.
Three legally blind members shall be elected by the convention to serve as Directors on the Board of Directors.

Section 3.
A Public Relations Chairman shall be elected by the Convention to serve on the Board of Directors. He/she shall have the responsibility of developing projects to promote the purpose of MCB. The Public Relations Chairman shall be legally blind.

Section 4.
A. Each regular affiliate shall have representation on the Board of Directors. When an affiliate is not already represented on the MCB Board of Directors by one of the elected officers, or the three elected directors, it shall annually elect one of its legally blind members to serve as its representative on the Board of Directors. This representative shall serve a two-year term and shall not be elected for more than two consecutive terms (not including unexpired terms). This election shall take place at the first affiliate meeting following the annual MCB Convention. Any person serving as the representative of one affiliate shall not be eligible to serve as the representative of another affiliate for at least two years. In the event that the MCB President is the only representative of an affiliate, a representative shall be elected by that affiliate so that the affiliate will have a vote on the Board of Directors.

B. When an elected officer or director who represents an affiliate cannot attend a Board of Directors meeting, the MCB president shall be notified and shall appoint a temporary substitute upon the recommendation of the affiliate's president. This substitute, who shall be legally blind, is entitled to all rights and privileges of a board member for that meeting.

C. In the event that the representative elected by an affiliate cannot attend a Board of Directors meeting, the affiliate president shall appoint a legally blind member of the affiliate as an alternate for that meeting. The MCB president and the MCB office shall be notified of the temporary replacement.

Section 5.
A.The Board of Directors shall have the power to transact all of the business of the organization between conventions. In order to promote harmony, inasmuch as possible, the Board shall attempt to seek out and consider the wishes of the membership before reaching decisions. The Board of Directors shall also be fiscally responsible for all expenditures of funds. Affiliate representatives shall be expected to make reports of Board of Directors meetings to their affiliates so that members will be kept informed of actions taken by the Board of Directors. If there is no affiliate representative in attendance at a Board meeting, the MCB office shall send the minutes to that affiliate's President.

B. The Board of Directors shall have the authority to revise guidelines to programs administered by committees. Such guidelines may also be amended by a majority of the members present and voting at MCB conventions.

Section 6.
Meetings: The Board of Directors shall meet at least twice each year in addition to meetings held during the MCB convention. It may also meet at any time upon the call of the MCB President, or upon a written request of the majority of the board members. The Board of Directors may meet via telephone conference call, but polling of board members, whether by mail or by phone, shall not be used for the purpose of transacting business.

Section 7.
Quorum: A majority of the whole Board of Directors shall constitute a quorum for the transaction of business at Board of Directors meetings.

Section 8.
Disciplinary Procedure: Any Officer or Director whose actions are detrimental to the extent that they may cause great harm to the MCB may be recalled from office by a three-fourths vote of the Board of Directors.

Article XI. Committees:

Section 1.
Committee Chairmen shall be appointed by the President with the approval of the Board of Directors unless otherwise stated in the Bylaws. The President shall appoint other standing or special committees, with the approval of the Board of Directors, which are deemed necessary to carry out the work of MCB. The President shall be an ex-officio member of all committees.

Section 2.
There shall be an Adaptive Technology Grants Committee. This committee shall review applications from persons applying for grants under the Adaptive Technology Grants program.

Section 3.
There shall be a Building Committee consisting of the President, the Executive Director, and three other members appointed by the President. The purpose of the committee shall be maintenance and upkeep of the MCB Building.

Section 4.
There shall be a Budget and Finance Committee consisting of the Treasurer who shall serve as Chairman, the Executive Director, and two other members appointed by the President. The members of the Budget and Finance Committee may be sighted or blind. This committee shall prepare an annual budget to be presented to the Board of Directors for its approval. The Budget shall then be presented to the Convention. Recommended changes to the Budget made at the Convention shall be sent back to the Board of Directors for consideration and final action. The Committee shall also arrange for an annual audit by a Certified Public Accountant and shall furnish each convention with a financial report covering the fiscal year. Annually, the committee shall recommend to the board a strategic financial plan for the investment of MCB's assets.

Section 5.
A. There shall be a Bylaws/Resolutions Committee composed of

(1). a Chairman who shall be appointed by the MCB President, and shall be legally blind, and
(2). a member from each Regular Affiliate who may be either sighted or blind.

B. Amendments to the Bylaws and Resolutions to be presented to the convention shall be submitted to the Bylaws/Resolutions Committee Chairman no later than July fifteenth along with supporting documentation from:

(1). the names of two members, or
(2). an MCB committee, or
(3). a Regular affiliate, or
(4). a Special Interest Affiliate.

C. The Bylaws/Resolutions Committee Chairman shall send properly prepared amendments and resolutions to the MCB office by August first to be sent to each affiliate, member at large, and any others upon request, in the format of his or her choice by August twentieth.

D. The Bylaws/Resolutions committee shall hold an open meeting during the convention for the discussion of amendments and resolutions.

E. Amendments and resolutions shall be presented to the convention for discussion and voting with a recommendation from the Bylaws/Resolutions Committee.

Section 6.
There shall be a Convention Committee consisting of the President, the Executive Director, the Public Relations Chairman, and two other members to be appointed by the President. This committee shall work with the host affiliate to make arrangements for conducting the convention under guidelines to be drawn up by a committee of five members appointed by the President and approved by the Board of Directors.

Section 7.
Education and Advocacy Committee: There shall be an Education and Advocacy Committee to keep the membership informed of pending legislation affecting legally blind persons. The Committee shall be comprised of a legally blind delegate from each Regular Affiliate, elected by the affiliate, in the odd numbered years and for a two-year term. The Chair shall be appointed by the President with the approval of the MCB Board of Directors.

Section 8.
There shall be a Health Benefits Committee which shall review applications and determine eligibility for the health benefits program.

Section 9.
There shall be a Membership Committee consisting of a chairman and two other members to be appointed by the President. This committee shall strive to increase the membership of the organization.

Section 10.
Office Personnel Committee.There shall be an MCB Office Personnel Committee consisting of a committee chairman appointed by the President with approval of the Board of Directors. There shall be two other members to serve on the committee. Committee members shall be legally blind. Functions of the Personnel Committee include drafting and/or revising personnel policies for board approval, making recommendations to the board for job descriptions, salary structure, benefits package, and annually reviewing staff salaries. Act as a grievance board for employee complaints. Developing and conducting the Executive Director’s yearly evaluation with the President as presiding officer.

Section 11.
There shall be a Scholarship Committee which shall administer the scholarship program.

Section 12.
There shall be a Special Services Committee which shall administer the special service grant program.

Section 13.
There shall be a Summer Camp Committee which shall review applications and determine eligibility for attending summer camp. The committee shall assign cabins and approve any other summer camp activities.

Section 14.
There shall be a Youth Services Committee which shall sponsor programs and activities focusing on blind youth.

Article XII. Headquarters and Employees:

Section 1.
There shall be an Executive Director of MCB who shall be hired by the President with the approval of two-thirds of the Board of Directors. A two-thirds vote of the Board of Directors shall also be necessary to dismiss the Executive Director.

Section 2.
The Executive Director shall attend all meetings of the Board of Directors and all MCB state conventions as well as the national convention of the American Council of the Blind. The Executive Director shall give reports at Board of Directors meetings and state conventions.

Section 3.
The Executive Director shall hire office staff as authorized by the Board of Directors. Remuneration for all employees shall be determined by the Board of Directors.

Section 4.
The Executive Director shall draw up a proposed annual budget covering expenses for the office, which shall be presented to the Budget and Finance committee and approved by the Board of Directors.

Section 5.
Professional Personnel: The President with the approval of two-thirds of the Board of Directors may engage the services of professional personnel, such as but not limited to, attorneys or accountants. A two-thirds vote of the Board of Directors is required to dismiss professional personnel.

Article XIII. Publications:

MCB shall publish a magazine, which shall be distributed, free of charge to members and any other persons requesting it. The President, with the approval of the Board of Directors, shall appoint an editor, who shall publish the magazine according to an editorial policy established by the Board of Directors. The editor shall be reimbursed for reasonable expenses upon submitting written expense forms with receipts, if possible, to the office.

Article XIV. Indemnification:

The directors, representatives, officers, and employees of the Missouri Council of the Blind shall be indemnified for any costs, expenses, or liabilities incurred as a result of the performance of their duties as provided in the Missouri Revised Statutes, Section 351.355, or any amendments thereto.

Article XV. Parliamentary Authority:

Section 1.
The rules contained in the most available edition of Roberts Rules of Order Newly Revised shall govern the proceedings of MCB in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any other rules that MCB may adopt.

Section 2.
Any situation not covered by these bylaws shall be governed by the latest available edition of Robert's Rules of Order Newly Revised.

Section 3.
The parliamentary authority of MCB shall be adopted by each affiliate.

Article XVI. Amendment:

Section 1.
Article I and Article II of these bylaws may be amended only upon amendment of the Articles of Incorporation.

Section 2.
A. These bylaws may be amended at the annual conventions by a two-thirds vote of the members, present and voting, provided that:

(1). amendments have been sent to the Bylaws/Resolutions Chairman no later than July fifteenth along with supporting documentation from:

(a). the names of two members, or
(b). an MCB committee, or
(c). a Regular Affiliate, or
(d). a Special Interest Affiliate.

(2). and the Bylaws/Resolutions Committee chairman has sent properly prepared amendments and resolutions to the MCB office by August first for circulation to each affiliate, member at large, and any others upon request, in the format of his or her choice by August twentieth.

(3). Amendments will be read and discussed at the Bylaws/Resolutions Committee meeting prior to being presented to the Convention for discussion and voting with a recommendation from the Bylaws/Resolutions Committee.

Section 3.
These bylaws may be revised only upon authorization by the convention.