Section 1.1. The name of this organization shall be Utah Council of the Blind, hereinafter known as the UCB.
Section 2.1. The UCB is a non-profit organization primarily of legally blind (central visual acuity does not exceed 20/200 in the better eye with correcting lenses or the field of vision in the better eye subtends an angle of no greater than 20 degrees) and visually impaired (visual acuity is at 20/70 or worse or the visual field is reduced to less than 20 degrees) members. Its main purposes are:
a. to advocate for the best interests of the blind and visually impaired in all facets of life;
b. to provide a forum for the views of the blind and visually impaired from all areas of the state and all walks of life;
c. to improve educational and rehabilitation facilities;
Section 3.1. In accordance with the Articles of Incorporation, the UCB shall be governed by a Board of Directors consisting of 3 to 15 members 18 years of age or older. This board serves at the will of the membership and in accordance with the Articles of Incorporation, these Bylaws and as provided by law.
Section 3.2. The minimum Board of Directors shall consist of a President, who must be legally blind (central visual acuity does not exceed 20/200 in the better eye with correcting lenses or the field of vision in the better eye subtends an angle of no greater than 20 degrees); a Secretary; and a Treasurer. As numbers allow, the board shall also include the Immediate Past President; a Vice President, who must be legally blind; and up to ten additional Directors, the exact number of which may be set by action of the membership from time to time. Any vacancy created by an increase in the number of Directors shall be filled following the election procedures outlined in these Bylaws. All Officers and Directors must be paid-up members of the UCB, at least 18 years of age, and support its purposes. A majority of the Board of Directors must be legally blind.
Section 3.3. The Board of Directors shall have the general management of the affairs, funds and records of the organization with the right to form and establish policy and hire and fire employees as it deems necessary for accomplishment of the purposes and goals of the UCB. It is the responsibility of the Board of Directors to carry out the will of the membership as indicated by the motions and resolutions passed in its meetings to the extent that such actions are lawful and practicable.
Section 4.1. The Officers and Directors of the organization shall be elected by the general membership with approximately half being elected each year. In order to be eligible for election to an officer position a person must have been a member of the organization for not less than one year and served on a committee. In order to be elected to a board position a person must have been a member of the organization for not less than six months.
Section 4.2. Not less than six months prior to the annual business meeting the Board of Directors shall appoint a Nominating Committee consisting of at least three members. Not less than three months prior to the annual business meeting the names of the Committee members shall be announced to the membership either in written form or through the use of other media such as the Utah Connection. The Nominating Committee, in conjunction with the Membership Committee, shall have responsibility for verifying the qualifications of members wishing to have their names placed in nomination for available positions on the Board of Directors. No member who agrees to serve on the Nominating Committee may run for office in the current election. Any qualified member of the organization wishing to run for a position on the Board of Directors may notify a member of the Committee by submitting a short (one page or less) written statement concerning his/her qualifications and vision for the future of the organization, which will be distributed to the membership at least 30 days prior to the annual business meeting. During the business meeting, the Nominating Committee shall formally present all of the candidates and supervise the carrying out of the voting process. Nominations from the floor will be allowed. Votes for write-in candidates are acceptable only on absentee ballots, in which case they will be considered a nomination from the floor. In order to run for office a candidate must either be personally present or have given prior written approval for his/her name to be put into nomination. Each candidate will be allowed a two-minute speech and up to three minutes for nominating speeches. The Nominating Committee shall have responsibility for providing a means whereby the members can cast secret ballots for the candidates of their choice and shall have responsibility for the tallying of the votes so cast. There will be absentee voting, but no proxy voting. Absentee ballots will be available from the Nominating Committee upon request and must be returned to them no later than one week before the business meeting. The Officers shall be voted on individually, and the successful candidates must be elected by an absolute majority (they must receive over 50% of the total votes cast). Unsuccessful candidate(s) for any officer position will be included in the balloting for all other officer positions and in the director balloting unless they decline to run. Balloting for all director positions will take place simultaneously, with each member casting votes for the exact number of positions available. Each director must be elected by an absolute majority (as defined above). In all balloting, run-off voting will be done with the names of the lowest vote receivers whose aggregate total is 50% or less of the total votes cast removed from each subsequent ballot until an absolute majority is achieved for each available position. In the case of the director balloting, when any one candidate receives an absolute majority of votes, they will be declared elected, and the number of available positions will be reduced by one until all available positions have been filled. Full-term positions will be filled by those first elected, with partial terms filled by those following. If there are no qualified candidates for an open officer position, the board members, at their first meeting after January 1st, shall elect from their number a qualified member to fill the position. If there are not enough qualified candidates to fill all open director positions, all qualified candidates shall be declared elected, and the number of directors shall be reduced by the number of deficiencies.
Section 4.3. Officers and Directors elected at the annual business meeting are expected to attend meetings of the Board of Directors and training activities held between the time of their election and the date they take office.
Section 4.4. The regular term of office for each Officer and Director shall commence January 1st and be two years or until a successor is elected or appointed as outlined in these Bylaws.
Section 4.5. Resignation of any member of the Board of Directors shall be submitted in writing or verbally to the Board. If any Director shall be absent from over 25% of regular or special meetings in any calendar year it shall be recognized as an automatic resignation, and the number on the Board shall be reduced by one unless there are only three members on the Board, in which case the remaining two members shall select a third qualified member to serve until the next meeting of the general membership. Participation in a meeting via conference call is counted as attendance.
Section 4.6. The Board may remove an Officer or Director for behavior, actions, or circumstances which threaten the goals and purposes of the UCB by two-thirds vote of the Directors in attendance at any meeting of the Directors. The membership may remove any Officer or Director at any time with or without cause per Utah Code.
Section 4.7. In the case of a vacancy in the position of President, Secretary, or Treasurer on the Board of Directors, the Board shall appoint the Vice President or other qualified Director to fill the office until the next meeting of the general membership and a new Officer is elected. In the case of any other vacancy on the Board of Directors, the Board shall be reduced by one unless there are only three members on the Board, in which case the remaining two members shall select a third qualified member to serve until the next meeting of the general membership and a new Officer or Director is elected. Each appointee shall be approved by at least a two-thirds vote of the Board of Directors.
Section 5.1. The President shall:
a. preside over all meetings of the general membership, the Board of Directors, and the Executive Committee;
b. delegate responsibilities as deemed necessary to perform the business of the UCB as approved by the Board of Directors;
c. in cooperation with the Secretary, prepare an agenda for all meetings of the Board of Directors and of the Executive Committee;
d. perform all other duties as delegated by the Board of Directors.
The President may be an ex-officio member of all committees of the organization.
Section 5.2. The Vice President shall:
a. perform all duties of the President in his/her absence or when he/she is otherwise unable to act;
b. perform other duties as delegated by the Board of Directors.
When the Board of Directors is reduced to three members, the office of Vice President will not be filled.
Section 5.3. The Secretary shall:
a. keep or cause to be kept accurate records of the meetings of the members, Board of Directors, and Executive Committee;
b. maintain or cause to be maintained all valuable correspondence and records of the organization, including membership records;
c. give notice of all meetings of members and of the Board of Directors in the manner prescribed in these Bylaws and Utah Code or make provision for others to do so;
d. perform the duties of the President in the absence of the President and Vice President;
e. perform such other duties as delegated by the Board of Directors.
Section 5.4. The Treasurer shall:
a. be responsible for the financial records of the organization;
b. have the active direction or be in charge of cash, securities, books of account and shall maintain or cause to be maintained all valuable financial records of the organization
c. work with all fund raising and accounting firms employed by the organization;
d. work with grant writers in reporting financial matters pertaining to the grants;
e. work with membership and fund raising activities to keep records updated;
f. perform the duties of the President in the absence of the President, Vice President and Secretary;
g. perform such other duties as delegated by the Board of Directors.
Section 5.5. All records and documents of the UCB shall be made available to Board members, government officials, and members as appropriate pursuant to Utah Code. Reasonable fees may be charged as allowed by law. Recordings of meetings made for the benefit of the secretary in preparing minutes are not public documents of the organization and may not be appropriately requested by others except by court subpoena.
Section 5.6. Any Officer or Director who resigns or is terminated from the Board of Directors must, within two business days, place all records, supplies, keys, or any other UCB items in their possession in the UCB office at the Division of Services for the Blind and Visually Impaired or deliver or mail them to the main office or the post office box of the organization.
Section 5.7. No Officer or Director or group of Officers or Directors may commit the organization to financial obligations not included in the budget most recently adopted by the Board of Directors. No transfers from grant funding may be made other than for the purposes specified in the grant without documented permission from the individual or organization making the grant.
Section 6.1. The Executive Committee shall consist of the President, Vice President, Secretary, Treasurer, and Past President. The Executive Committee shall be responsible for taking any actions necessary to carry out the purposes and goals of the organization during the interim between official meetings of the Board of Directors, subject to review by the Board at its next regularly scheduled meeting. The Executive Committee is also responsible for outlining and planning appropriate training for Board members, Committee chairs, and other interested members, and seeing that it is carried out.
Section 6.2. The Board shall appoint other committees it deems appropriate to efficiently and effectively carry out the purposes and goals of the organization.
Section 7.1. The UCB must maintain a majority of blind (central visual acuity does not exceed 20/200 in the better eye with correcting lenses or the field of vision in the better eye subtends an angle of no greater than 20 degrees) and visually impaired (visual acuity is at 20/70 or worse or the visual field is reduced to less than 20 degrees) members at all times. Any blind individual believing in the purposes and who will contribute to the functions of the UCB upon payment of dues may submit an application for membership. Any sighted individual who can demonstrate his or her interest as being directed toward the purposes of the UCB may apply for membership so long as the majority of UCB membership remains composed of blind and visually impaired members.
Section 7.2. Dues shall be paid annually in such amounts as fixed by the Board of Directors. The membership year shall be from January 1st through December 31st. A grace period of three months shall be allowed for receipt of renewal dues from members in good standing. Memberships will become effective two weeks after receipt of dues. Any dues received during the last four months of the membership year (September, October, November, or December) shall be considered dues for the following year; members first enrolling during these months upon acceptance of their applications shall be deemed active members of the organization. The Board of Directors may grant honorary, non-voting memberships. Any member may purchase lifetime membership in the organization by making a one-time payment of twenty-five times the currently prevailing adult membership dues.
Section 7.3. Members may be expelled for:
Section 7.4. Blind and visually impaired members in good standing shall have the right to benefit from all programs of the organization. All members age eighteen and over will have the right to vote in elections and business meetings of the organization and have the right to hold office as outlined in these Bylaws.
Section 8.1. Notice of meetings of the membership or the Board of Directors shall be by personal contact, in writing, or by notice on the informational phone line to run not less than ten days prior to the date of the proposed meeting if by first class mail, thirty days if by other means. In emergency situations the Board of Directors may be called to meet on shorter notice provided a quorum can be convened and at least two-thirds of the Directors can be notified. Responsibility for proper notification rests with the Secretary, the members calling the meeting, or as the Board of Directors shall direct.
Section 8.2. Regular meetings of the Board of Directors shall be held at least ten months of the year. A majority of the Board of Directors shall constitute a quorum.
Section 8.3. No meeting or portion of a meeting of the Board of Directors may be closed to members of the UCB unless by 2/3 majority vote the Board passes a motion to go into executive session for the purpose(s) of discussing personnel issues, determining disciplinary action against an officer, director, or other member or volunteer, or discussing pending contractual agreements, bids or contracts for services that would be adversely affected by public knowledge. The motion for a closed session must state the purpose requiring closure, and a motion to return to open meeting must be approved by the Board immediately upon completion of the business requiring the closed session. Upon returning to open session, any actions taken during the closed session must be reported and entered into the minutes as appropriate. All regular meetings of the Board of Directors must be announced in the newsletter and/or the Utah Connection. All special meetings shall be announced in the newsletter when practical and shall always be announced on the Utah Connection. No special meeting may be held without at least two days notice. The meeting announcement must include the date, time, and location of the meeting; in the case of a special meeting, it must also include the reason for the meeting.
Section 8.4. There shall be a meeting of the general membership of the organization held the third Saturday in September each year, unless otherwise approved by vote of the membership, for the purpose of carrying on the business of the organization. At least twenty members in good standing shall constitute a quorum.
Section 8.5. Special meetings of the Board of Directors may be called by a majority of the Board of Directors, the President of the organization, the Executive Committee, or at least ten members in good standing.
Section 8.6. Special meetings of the membership may be called by the Board of Directors, the Executive Committee, the President, the Bylaws and Rules Committee, or at least twenty members in good standing or 10% of the voting membership, whichever is less. The meeting shall be held no later than sixty days following the call for the meeting. The Board of Directors shall be responsible for seeing that appropriate notices are sent in a timely manner to meet the requirements of Utah Code and these Bylaws. If the members of the Board of Directors fail to take such action, it will be considered to be a resignation on their parts.
Section 8.7. All meetings of the Board of Directors and of the membership shall be conducted according to the latest revision of Robert's Rules of Order, except as otherwise stipulated in these Bylaws, or as agreed upon by two-thirds vote of the assembly.
Section 9.1. The Board of Directors may, at its discretion, agree to affiliations with other organizations of the blind which further the goals and purposes of the UCB and shall set fees for such affiliates. Each such affiliate shall be required to obtain and maintain its own 501(c)(3) charitable organization designation and all required licenses and permits from the state and other governmental entities. The charter for each affiliate shall be presented to the general membership at the next membership meeting and must be ratified by a majority of the members assembled to remain in effect. No later than May 15th of each year, each affiliate shall submit to the Board of Directors of the UCB a list of its members, an annual report of their activities, and a complete financial statement for the year most recently concluded.
Section 10.1. Amendment to these Bylaws shall be by two-thirds vote of the membership assembled. Proposed Bylaws amendments must be submitted to the Secretary for inclusion in the notice of the meeting in which they are to be presented.
Section 11.1. On the dissolution or winding up of this corporation, its assets remaining after payment of, or provision for payment of, all debts and liabilities shall be distributed only to one or more non-profit funds, foundations, or corporations for the purpose of improving the physical, social and financial conditions of blind or visually impaired individuals in Utah and that have established their tax-exempt status under Section 501(c)(3) of the Internal Revenue Code. In no case will such distribution be made to any officer, director, or member of the organization, or to the National Federation of the Blind or any of its chapters or affiliates. It may be distributed to the Ogden Association of the Blind if that organization still exists and retains its IRS 501(c)(3) status and/or one or more foundations that have supported the programs and services of the UCB throughout the years. Such distribution shall be voted on by the general membership if still in existence or by 2/3 vote of the Board of Directors if a quorum of members cannot be convened.