Augusta Blind Rehabilitation Center Alumni Association, Inc.
Constitution and Bylaws
November 2007
ARTICLE I - NAME
The name of this organization
shall be Augusta Blind Rehabilitation Center Alumni Association, Inc.,
hereafter called the A.B.R.C.A.A. The principal
address for the A.B.R.C.A.A shall be
Our Emblem is the Owl, wearing dark glasses, on a white background outlined in red, carrying a white cane with red stripe on the bottom. This emblem symbolizes wisdom utilizing visual aids to improve the quality of life for the blinded veteran.
Our Motto is “Give a Hoot”.
ARTICLE II – PURPOSE
The A.B.R.C.A.A. is organized and operated as a nonsectarian and nonpartisan not-for-profit South Carolina Corporation. No part of income or assets shall be applied directly as remunerative benefits (wages) to any of its members, officers or directors not be distributed thereto, with the exception of any approved secretarial or treasurer’s expenses. Benevolent fund monies are exempt.
The purposes of the A.B.R.C.A.A are:
(A) To bring
together veterans from many varied backgrounds, educational levels, and
occupations who have two things in common: Blindness or Low vision and they are
graduates of the
(B) To promote interaction with other veterans experiencing the same difficulties and to help each other with the struggle of adjusting to blindness or low vision.
(C) To provide information to the members of the programs, aids, benefits and developments affecting blind veterans.
(D) To educate society about the attitudinal and physical barriers that confronts veterans with disabilities/blindness/low vision, and to influence the public of the need to remove barriers to these disabilities/blindness/low visions.
ARTICLE III – PRINCIPAL OFFICE
The primary address for the Augusta Blind Rehabilitation
Center Alumni Association, Inc. is
ARTICLE IV – REGISTERED AGENT
Robert E. Daubenspeck,
ARTICLE V – MEMBERSHIP, VOTING AND DUES
Section 1 – Membership shall have five classes of members.
(A)
Charter Member – Any individual who has been a former student of the
(B) Life Member – Any individual who has been a
former student of
The rates are as follows:
Age 65 and over $30.00
Age 50 to 64 $40.00
Age 49 and under $50.00
Life members are eligible to vote and to hold office.
(C)
Annual Member – Any individual who has been a former student of
(D) Supporting
Member – Any individual or business that has a
vested interest in supporting the blind or low vision
veteran. This
can be a spouse, child, relative or friend of a blind or
low vision
veteran or also a blind or low vision veteran who has not
gone ore is
not able to go to the
membership is obtained by filling out an application and
paying a
$5.00 fee per year or may become a lifetime member by
filling out an
application and paying a one time fee according to
age. The rates are
as follows:
Age 65 and over $30.00
Age 50 to 64 $40.00
Age 49 and under $50.00
A supporting membership does not have
voting status or is not eligible
to hold office. (BM01/07)
(E) Honorary Member – This can be and individual or a business that has made a significant, continued or outstanding contribution for the betterment of A.B.R.C.A.A. These individuals or businesses are nominated by an officer or board member and are voted on by the Governing Board. Honorary membership does not have voting status or is not eligible to hold office. They are awarded a certificate or an honorary membership card. Honorary membership is a lifetime membership.
Section 2 – Privileges of Membership are:
(A) All classes of memberships are entitled to attend any general meetings or events.
(B) All classes of memberships shall receive official notices of the A.B.R.C.A.A.
(C) All classes of memberships shall receive the quarterly newsletter.
(D) If two classes of memberships are in the same household only one newsletter or notice needs to be sent.
(E) All classes of membership shall receive a membership card. Lifetime membership cards shall be laminated.
(F) No commercial use of the A.B.R.C.A.A. membership list is permitted.
Section 3 - There shall be no discrimination as to race, sex or creed for membership or holding office in A.B.R.C.A.A.
ARTICLE VI – GOVERNING BOARD
Section 1 – Governing Board of A.B.R.C.A.A. shall consist of the President, Vice President, Secretary, Treasurer and three (3) or four (4) at-large board members (directors) elected from the A.B.R.C.A.A. membership. All officers and at-large board members must be in good standing and shall be responsible for carrying out the purposes of the A.B.R.C.A.A. The board may also combine Secretary/Treasurer position if they are going to use an executive secretary who is a sighted person and non voting member of the governing board. If they use an Executive Secretary then they will use four (4) at large Board members. The Executive Secretary position is filled by the vote of the board of directors. There will always be seven (7) voting governing board members.
Section 2 – All members of the A.B.R.C.A.A. as prescribed in Article V Section 1(A), (B) or (C) shall be eligible to hold office on the Governing Board.
Section 3 – All officers and directors shall have a two year term of office. The first election after these bylaws are approved the offices of Vice President and Treasurer will be elected for a two year term and two(2) at large board members will be elected for two year term at the reunion and one (1)/two (2) board member will be elected for a one year term at the reunion. At the following years election the President, Secretary(if necessary), and one (1)/ two(2) {as per Article VI, Section 1 of the bylaws} at large board members will be elected for a two year term and this will allow our board to maintain continuity for a smoother operation of the A.B.R.C.A.A. At large board members will be elected alternate years also. All officers and at large board members shall be elected by a majority vote of those valid votes received. Each board member shall be considered “in office” until their successor is elected or appointed and installed.
Section 4 – Governing Board Meetings
(A)
The Governing Board shall hold its regular monthly meeting by conference
call unless otherwise specified in writing.
The regular monthly meetings are conducted by telephone due to the vast
distances between the officers. It is
held the second Thursday of the month at
(B) Special meetings may be called when deemed necessary by the President or petition of four voting board members. The purpose must be stated and these calls may be via conference call or a centrally located meeting place.
(C) Meetings may be suspended one month during the year for vacation. The suspension will be voted on the previous month and placed in the monthly minutes and distributed to all members of the Governing Board.
(D) A quorum for board meetings shall consist of four voting members of the Governing Board at both regular and special meetings. However, to fill existing vacancies in the Governing Board a quorum shall consist of a majority of the remaining Board members.
(E) The Executive Secretary/Secretary of the Governing Board shall keep the minutes of all meetings, and distribute a copy of these minutes to the other board members before the next meeting for their approval.
Section 5 - Resignation and Vacancy.
(A) A resignation shall be effective one week after it is submitted in writing and received by the President or Executive Secretary/Secretary of the A.B.R.C.A.A. If no President or Executive Secretary/Secretary remains in office, then it can be received by anyone remaining on the Governing Board.
(B) The President, Executive Secretary/Secretary or board member receiving such resignation shall inform the Board of any vacancies and shall, with the consent of the remaining board members, fill such vacancies by appointment, for the balance of the unexpired term.
ARTICLE VII – DUTIES AND RESPONSIBILITIES OF OFFICERS
Section 1 President:
1. Sends the meeting agenda to the Governing Board one week before the regular monthly meeting.
2. Opens the meeting at designated times.
3. Announces the business before the association.
4. States and puts to a vote all motions before the board.
5. Enforces all rules and regulations of the association.
Section 2 Vice President:
1. Shall assist the President in any tasks assigned.
2. Shall conduct meetings in the President’s absence.
3.
Shall become the President in the event of the President’s death,
resignation or inability to carry out the presidential duties and he/she cannot
decline.
Section 3 Executive Secretary/Secretary:
1. Shall record minutes of all meetings.
2. Shall keep a copy of all minutes, constitution and bylaws, correspondence and in so far as possible a list of current members.
3. Shall surrender all books, records and minutes to his/her successor.
Section 4 Treasurer:
1. Shall have the primary responsibility for all funds of the A.B.R.C.A.A., Inc.
2. Shall have the authority to disperse funds with the check being co-signed by the President or Secretary.
3. Shall send a financial report consisting itemized income and itemized expenses and balance to Governing Board at the beginning of the month before the regular monthly meeting.
4. The treasurer shall deposit all monies of A.B.R.C.A.A in a federally insured savings institution. The choice of bank shall be left to the treasurer with the approval of the Governing Board.
5. Once a year the financial records shall be audited by a three person committee appointed by the President and this committee shall report to Governing Board of the A.B.R.C.A.A. the results of this audit.
Section 5 Three (3) or Four (4) At-Large Board Members:
1. Shall attend all regular and special meetings of A.B.R.C.A.A.
2. Shall add their input to the meetings a long with the officers.
3. Shall be able to vote on all motions before the board.
4. These directors may be also designated as chairman of committees as necessary for the betterment of the organization.
Section
6 Sergeant of Arms
1.
Sergeant of Arms shall be elected once every two years on
the same
cycle as the President.
2.
Sergeant of Arms shall be
responsible, under the direction of the
President, for maintaining peace, harmony, and order at all meetings of
the Annual Convention, and shall perform such other duties as may from time to
time be assigned to him/her by the President, the Board of Directors, or the
Members and Associate Members in Convention assembled.
3.
Sergeant of Arms shall regain order if order is lost at reunions and
other meetings, including removing any member or board member who is using
abusive language toward another member, spouse, or guest. If that person will not leave, the Sergeant
of Arms will call building security and or local police. (BM12/06)
NOMINATION & ELECTION – ARTICLE VIII
Section 1 Nomination and elections are for a two-year term. All members as prescribed in Article V Section 1(A), (B), or (C) can run for election to office. The President will appoint a nominating Chairman and he(she) will pick two (2) other members six months before the election. The nominating committee will be responsible for carrying out the nominations and election process.
1. Offices that are up for re-election will be announced in The Night Owls newsletter before the election is to take place.
2. Paid members will be sent a notice to make nominations for each vacant office with a return envelope and a deadline date.
3. A member may nominate himself/herself.
4. The Nominating Committee must obtain a letter of consent and a biographical sheet from each nominee. This list of candidates shall then be presented the Governing Board in alphabetical order.
5. Suitable ballots shall be prepared by the Nominating Committee and distributed to each paid member with ample time to vote. Ballots must be returned to the Nominating Committee by the time specified on the ballot to qualify as member ballots.
6. Three members, except those serving on the Nominating Committee shall be appointed by the President to tabulate the ballots. They may be assisted by a sighted volunteer. The candidates of each office or position receiving the highest number of votes shall be declared elected. All disputes and ties in connection with said election or election procedure shall be determined by the Governing Board and their decision shall be final. As soon as the results are known the Tallying Committee shall draw up a report on the election, listing the number of votes cast for each candidate and the number of invalid votes. This report will be sent to each candidate in said election and be presented to the Governing Board before the installation of new Board members. Counted ballots shall be kept on file for at least ninety (90) days following an election and shall be available for inspection by a paid member of A.B.R.C.A.A.
7. The term of office of the newly elected members of the Governing Board shall commence upon installation as the last item of business at the annual reunion meeting banquet.
Section 2 A vacancy in the Office of President of the A.B.R.C.A.A. shall be filled by the Vice President. Vacancies occurring among the other officers of the Board shall be filled from among the members-at-large by a majority vote of a quorum of the Governing Board present at a meeting called for that purpose.
Section 3 Each Board member shall be considered “in office” until their successor is elected or appointed and installed.
Section 1 An
Advisory Board for the A.B.R.C.A.A. may consist of the Chief, Assistant Chief,
and/or selections from the staff members of
Section 2 Functions and duties of the Advisory Board shall be:
1. To have a representative attend the regular monthly meetings of A.B.R.C.A.A.
2. To assist the A.B.R.C.A.A with the printing of the quarterly newsletter.
3. To offer assistance in the formulation of policies for the A.B.R.C.A.A.
4. To convey information and updates on new programs, new visual aids, etc. that would be of assistance to the A.B.R.C.A.A. membership.
Section 3 The Advisory Board shall have no voting rights.
ARTICLE X – GOVERNING BOARD LIABILITY
No member of the Governing Board shall be personally liable for the debts, liabilities, and other obligations of the corporation.
ARTICLE XI – FISCAL YEAR
The fiscal year for the A.B.R.C.A.A. is January 1st to December 31st.
ARTICLE XII – AMMENDMENTS
Section 1 Amendments may be made to this Constitution and Bylaws by either a member of the Governing Board or petition of five (5) paid members submitting a proposed amendment to the Governing Board for consideration. Section 2 When the Governing Board accepts the proposed amendment, it will then be mailed to all members in good standing with a return voting card and a deadline to return to the Governing Board. The voting ballot of each member voting must be returned by the deadline to be a valid vote.
Section 3 The majority of all those voting shall be sufficient for ratification of an amendment. The bylaw amendment becomes effective upon the report of the tabulated votes.
ARTICLE XIII – DISSOLUTION
Section 1 In the event that the A.B.R.C.A.A. encounters insurmountable problems making it unrealistic for it to remain in existence, the A.B.R.C.A.A. shall dissolve as follows:
1. A special meeting shall be called by the President or in his/her absence, the next person in authority, to discuss the validity in the cause for dissolution.
2. In this said meeting there must be a majority of the existing qualified members of the Governing Board to validate the proposed dissolution.
3. The A.B.R.C.A.A. members must be notified by mail or announcements made in The Night Owls newsletter of its decision to dissolve.
Section 2 Every attempt shall be made by the A.B.R.C.A.A., to fulfill the remaining financial obligations and debts.
Section 3 In
the event of dissolution any remaining assets after paying liabilities shall be
distributed in accordance with provisions of the State of
Appendix A: Conflict of Interest Policy
Article I
Purpose
The purpose of the conflict of interest policy is to protect this tax-exempt Organization’s, hereafter known as the Augusta Blind Rehabilitation Center Alumni Association, interest when contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of the Augusta Blind Rehabilitation Center Alumni Association or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state or federal laws governing conflict of interest applicable to nonprofit and charitable Organization.
Article II
Definitions
1. Interested Person
Any director, principal officer, or member of a committee with governing board delegated powers, who has a direct or indirect financial interest, as defined below is an interested person.
2. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:
a. An ownership or investment interest in any entity with which the Augusta Blind Rehabilitation Center Alumni Association has a transaction or arrangement.
b. A compensation arrangement with the Augusta Blind Rehabilitation Center Alumni Association or with any entity or individual with which the Augusta Blind Rehabilitation Center Alumni Association has a transaction or arrangement, or
c. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which the Augusta Blind Rehabilitation Center Alumni Association is negotiating a transaction or arrangement.
Compensation includes direct and indirect remuneration as well as gifts, or favors that are not insubstantial.
A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate governing board or committee decides that a conflict of interest exits.
Article III
Procedures
1. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the directors and members of committees with governing board delegated powers considering the proposed transaction or arrangement.
2. Determining
Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the governing board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists.
3. Procedures for
Addressing the Conflict of Interest
a. An interested person may make a presentation at the governing board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.
b. The chairperson of the governing board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.
c. After exercising due diligence, the governing board or committee shall determine whether the Augusta Blind Rehabilitation Center Alumni Association can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.
d. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in the Augusta Blind Rehabilitation Center Alumni Association’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.
4. Violations of the
Conflicts of Interest Policy
a. If the governing board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
b. If, after hearing the member's response and after making further investigation as warranted by the circumstances, the governing board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action.
Article IV
Records of Proceedinqs
The minutes of the governing board and all committees with board delegated powers shall contain:
a. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the governing board's or committee's decision as to whether a conflict of interest in fact existed.
b. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings.
Article V
Compensation
a. A voting member of the governing board who receives compensation, directly or indirectly, from the Augusta Blind Rehabilitation Center Alumni Association for services is precluded from voting on matters pertaining to that member's compensation.
b. A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Augusta Blind Rehabilitation Center Alumni Association for services is precluded from voting on matters pertaining to that member's compensation.
c. No voting member of the governing board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from the Augusta Blind Rehabilitation Center Alumni Association, either individually or collectively, is prohibited from providing information to any committee regarding compensation.
Article VI
Annual Statements
Each director, principal officer and member of a committee with governing board delegated powers shall annually sign a statement which affirms such person:
a. Has received a copy of the conflicts of interest policy,
b. Has read and understands the policy,
c. Has agreed to comply with the policy, and
d. Understands the Organization is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.
Article
Periodic Reviews
To ensure the Organization operates in a manner consistent with charitable purposes and does not engage in activities that could jeopardize its tax-exempt status, periodic reviews shall be conducted. The periodic reviews shall, at a minimum, include the following subjects:
a. Whether compensation arrangements and benefits are reasonable, based on competent survey information and the result of arm's length bargaining.
b. Whether partnerships, joint ventures, and arrangements with management organizations conform to the Organization's written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurnment, impermissible private benefit or in an excess benefit transaction.
Article VIII
Use of Outside Experts
When conducting the periodic reviews as provided for in
Article