ACBNG Constitution and Bylaws – Final December 2023

American Council of the Blind Next Generation

CONSTITUTION

Adopted: January 13, 2020

Amended: December 10, 2023

ARTICLE I: NAME; GOVERNANCE; AFFILIATION:

A. The name of this Organization shall be American Council of the Blind Next Generation (hereinafter referred to as “ACB Next Generation” or “the Organization”.

B. This Organization shall be a member-governed Organization as defined in § 29-401.50(a) of the District of Columbia Nonprofit Corporation Act of 2012, hereinafter the DC Nonprofit Code.

C. This Organization shall be a chartered special interest affiliate of the American Council of the Blind (hereinafter referred to as “ACB”), and shall hence be subject to all requirements and obligations applicable to affiliates of that organization.

D. ACB Next Generation embraces the principles of non-discrimination and freedom of speech.

ARTICLE II: PURPOSE:

A. The purposes of this Organization, in addition to those stated in the Articles of Incorporation, shall be to provide advocacy, education, programs, and support for persons who are either blind or visually impaired and who are between the ages of eighteen (18) and forty (40) years.

B. This Organization shall engage in any lawful thing which shall be necessary or desirable to accomplish the foregoing purposes.

ARTICLE III: offices and registered agent:

A. The principal office of the Organization shall be located within or without the District of Columbia at such place as the Board of Directors shall from time to time designate. The Organization may maintain additional offices at such other places within or without the District of Columbia as the Board of Directors may designate.

B. The Organization shall designate a person to serve as the registered agent for the District of Columbia. The Board of Directors may change the registered agent from time to time.

ARTICLE IV: MEMBERSHIP; REQUIREMENTS; RIGHTS; RECORD DATE:

A. Classes of Voting Membership: This Organization shall have classes of voting members as specified below and is authorized to have classes of non-voting members. The requirements for voting members shall be as stated in Article IV, Section B. of this Constitution. The Board may establish requirements and qualifications for non-voting members or classes of non-voting members subject to the approval of the membership at an annual meeting. The classes of voting membership are as follows:

1. At-large members: Upon compliance with Article IV, Section B. of this Constitution, at-large membership shall be available to all persons between the ages of eighteen (18) and forty (40) years who support the purposes of this Organization and who are not members of an affiliate of ACB Next Generation, provided however that at all times, the majority of the voting membership shall be blind or visually impaired persons between the ages of eighteen (18) and forty (40) years.

2. Affiliate Membership: Upon compliance with Article IV, Section B. of this Constitution, affiliate membership shall be available to all persons who are members of an affiliate of ACB Next Generation, provided however that at all times, the majority of the voting membership shall be blind or visually impaired persons between the ages of eighteen (18) and forty (40) years. Affiliate members over the age of forty (40) years shall retain the rights of supporting members.

3. Supporting membership: Upon compliance with Article IV, Section B. of this Constitution, supporting membership shall be available to all persons over the age of forty (40) years who support the purposes of this Organization, provided however that at all times, the majority of the voting membership shall be blind or visually impaired persons between the ages of eighteen (18) and forty (40) years.

4: Life members: Upon compliance with article 4 section B of this constitution, life membership shall be available to all persons who support the purposes of this organization, provided however that at all times the majority of the voting membership shall be blind or visually impaired between the ages of eighteen (18) and forty (40) years. Life members shall have all rights and privileges granted to “at large” members except that members over the age of forty (40) years shall retain the rights of supporting members. Once conferred, a life member no longer has any dues obligation to ACB Next Generation but such status is without prejudice to the right of any ACB Next Generation affiliate to assess additional annual dues for life members to support such affiliate. ACB Next Generation will remit such annual dues to ACB as may be applicable in each case in accordance with the ACB constitution and/or bylaws. ACB Next Generation affiliates are not required to assess or remit dues for life members.

B. Requirements for Voting Membership: Voting membership shall be conferred in this Organization upon each member who has remitted his or her membership dues to the Treasurer or to the person or persons designated by the President by the record date as specified in Section D. of this Article. A member who has complied with such requirements shall be considered a member in good standing. Dues tendered from September 1 through December 31 of a given year or on any day during the annual ACB Conference and Convention shall confer voting membership through the close of the following fiscal year. The dues for at large members, supporting members, life members, and per capita dues for members of affiliates shall be in such amounts as may be established by the Board of Directors. The Board shall, when appropriate, also require that prospective members submit such other information as is, or may be, necessary to comply with legally mandated corporate governance and/or record keeping requirements, or which is, or may be, requested by the American Council of the Blind.

C. Rights of Voting Members: The rights accompanying each type of membership are as follows:

1. At-large Members: At-large members shall have all privileges including the right to serve in elective office; to attend, participate, and vote in all regular and special membership meetings; and to serve as chairs or members of committees. Each at-large member shall be eligible to cast one vote on those matters set forth in this Constitution and these Bylaws or on which the DC Nonprofit Code requires the approval of the members. Any at-large member who attains the age of forty (40) in any given year shall maintain all the rights and privileges of an at-large member until the conclusion of the fiscal year during which the age of forty (40) is attained; however, any such member may continue to serve on the Board subject to the provisions of Article VI, Section B. of this Constitution.

2. Affiliate members: Affiliate members shall have the same rights as at-large members, except that affiliate members over the age of forty (40) years shall retain the rights of supporting members.

3. Supporting members: Supporting members shall have the same rights as at-large members except that they may not serve in elected office.

D. Record Date: The record date shall be the date as of which the Organization shall determine who is a member in good standing and eligible to vote at the meeting of the members. The record date for an annual meeting of the members shall be the date that is five (5) days prior to the date notice of the annual meeting is to be given. The record date for a special meeting of the members called by the President or the Board of Directors shall be five (5) days prior to the date notice of the special meeting is to be given. The record date for a special meeting called by ten percent (10%) of the members shall be the date the first member in good standing signs the petition. The determination of who is a member in good standing and eligible to vote shall be made by the Secretary as of the close of business on the record date.

ARTICLE V: AFFILIATION; AFFILIATE VOTING; AFFILIATE DISSOLUTION:

A. Affiliation: Any state-level aggregation or organization of ACB Next Generation members may apply to become an affiliate of this Organization. Such applications shall be approved by affirmative vote of a majority of all voting members on the ACB Next Generation Board subject to the following requirements:

1. Any organization making application for affiliate status shall have no fewer than seven (7) members, the majority of whom shall be between the ages of eighteen (18) and forty (40) years and blind or visually impaired, and the President and Vice President of such organization shall be blind or visually impaired. Each affiliate organization shall maintain a majority of members who are between the ages of eighteen (18) and forty (40) years and blind or visually impaired.

2. The affiliate shall submit its constitution and/or bylaws, to the ACB Next Generation Board of Directors for review and approval. The affiliate’s constitution and/or bylaws shall not be in conflict with any provisions of the constitution and/or bylaws of either ACB or ACB Next Generation.

3. The affiliate shall be a chapter/affiliate of at least one state-level ACB affiliate, as applicable, or it shall obtain such status within one (1) year of the submission of its application to the ACB Next Generation Board of Directors;

4. Each affiliate shall, on an annual basis, submit per capita dues for such persons as are then contained on its membership roster, along with an updated roster of members, a copy of its constitution and/or bylaws (as amended), and a current list of officers and directors, to the person or persons designated by the President of ACB Next Generation on or before February 15, unless the affiliate requests and is granted an extension by the President of ACB Next Generation.

5. Each affiliate shall, on an annual basis, submit a follow-up membership roster as of the record date established for the ACB Next Generation annual meeting as set forth in Article IV, Section D. of this Constitution to the person or persons designated by the President of ACB Next Generation.

B. Affiliate Voting:

1. Affiliate voting shall be limited to caucuses and business sessions taking place at the annual ACB Conference and Convention where such business shall be strictly limited to matters coming before the annual ACB Conference and Convention on which ACB Next Generation may wish to adopt positions or take specific actions. At such a meeting, the membership may, by majority vote of those present and voting, call for a roll call vote on a specific matter of business. When affiliate voting is authorized, each affiliate shall be entitled to one (1) vote for each seven (7) affiliate members, or major fraction thereof; however, no affiliate may have more than twenty-five (25) affiliate votes.

2. The president of the affiliate shall serve as its voting delegate and shall cast the affiliate’s vote unless the affiliate notifies the ACB Next Generation Secretary in writing of the name of an alternate delegate.

3. Should the membership of an affiliate fall below seven (7) members, that affiliate shall be entitled to one (1) affiliate vote and shall be subject to the conditions specified in sections A. and C. of this Article.

4. To ensure that its affiliate vote is cast in an equitable manner when conducting ACB business, ACB Next Generation shall conduct a caucus at each annual ACB Conference and Convention at which time the delegates will record the vote of ACB Next Generation members and affiliate representatives present in conformity with the provisions of this section B. Individual affiliate members shall be members of ACB Next Generation by virtue of their affiliate membership and shall possess all rights incidental thereto.

C. Affiliate Inactive Status: Any affiliate failing to meet the requirements as set forth in Article IV, Section A. of this Constitution shall be considered to be inactive and any affiliate rights conferred by this Constitution and these Bylaws shall be suspended until such time as the affiliate complies with the above-stated requirements. Any affiliate deemed to be inactive for a period of four (4) consecutive years shall automatically have its charter revoked. Such suspension or revocation, however, shall not impair or otherwise affect the rights of its individual members.

D. Affiliate Dissolution: In the event that an affiliate elects to dissolve, the president or other presiding officer shall, as soon as possible, give written notice to the ACB Next Generation President and Treasurer of the affiliate’s dissolution.

ARTICLE VI: OFFICERS AND DIRECTORS; DUTIES; TERMS; ELECTION:

A. The Board of Directors of the Organization shall consist of the following:

1. Five (5) Officers, including a President, First Vice President, Second Vice President, Secretary, and Treasurer;

2. Five (5) Directors; and

3. The Immediate Past President.

B. Officer/Director Eligibility: Only at-large or affiliate members between the ages of eighteen (18) and forty 40) years is eligible to hold an Officer or Directorship position in ACB Next Generation, except that the President and Vice President must be blind or visually impaired, and the majority of the voting members of the Board of Directors must be blind or visually impaired. To be eligible to serve as an officer or director in the case of elected positions, a candidate must have been a member in good standing of the Organization for at least six (6) months prior to the record date. In the case of vacancy, the candidate must have been a member for at least six (6) months prior to the date the vacancy occurred.

C. Terms and Term Limits: Terms of office shall be for two years. Officers shall be elected in even-numbered years and Directors shall be elected in odd-numbered years. No person shall be eligible to serve for more than two (2) consecutive terms in the same office. Any member of the Board of Directors who attains the age of forty (40) years in the course of serving a term in office shall be allowed to complete his or her term in office. The Immediate Past President shall have full voting privileges and shall serve until there is another Immediate Past President.

D. Individual Duties of Board Members: Except as may be otherwise specified in the Articles of Incorporation, this Constitution, or these Bylaws, the powers, duties, and responsibilities of the President, First Vice President, Second Vice President, Secretary, and Treasurer shall be such as are prescribed in the parliamentary authority adopted by this Organization or as may be specifically prescribed or mandated by the DC Nonprofit Code. The duties of the remaining Board members shall be such as may be determined by the Board of Directors or the membership.

E. Partial Terms: Any period of time served in office which is less than half a term, whether occurring by election or appointment to complete an unexpired term, shall not be counted when determining the applicability of the above-stated eligibility restrictions. All incumbents shall continue serving in the offices to which they have been elected or appointed until their successors are elected and take office.

F. Election and Assumption of Duties:

1. The election of Officers and Directors shall take place during an annual meeting. Those who are members of ACB Next Generation as of the record date (five (5) days prior to notice of the election) shall be eligible to vote.

2. Officers and Directors will be elected by a plurality of the members present at the meeting.

3. December shall be the month of the annual election unless otherwise rescheduled by the Board of Directors.

4. Except in cases where persons join the Board to fill vacancies, the term of service for all Officers, Directors, or Appointees shall begin at the close of the fiscal year of election and shall end at the close of the fiscal year in which their successors are elected and qualified.

G. Officer’s Order of Succession: In the event the President is absent, incapacitated, or otherwise unable to perform his or her duties, the order of succession shall be as follows:

A. First Vice President

B. Second Vice President

C. Secretary

D. Treasurer

E. immediate Past President

ARTICLE VII: powers of the board of directors; meetings; quorum; filling of vacancies:

A. Authority and Powers: The Board of this Organization shall have such authority and exercise such powers as are mandated or permitted by the DC Nonprofit Code except as such may be further limited by the Articles of Incorporation, this Constitution, these Bylaws, or, to the extent legally permissible, the membership. The Board shall function as the governing body of this Organization between annual membership meetings and shall not adopt any position nor take any action in conflict with any prior positions, policies, or decisions adopted by the membership.

B. Meetings: Meetings of the Board of Directors shall be open to all members; however, only Board members shall participate in any business presented to the board, though non-members may be permitted or invited to provide information where necessary or desirable. Committee chairs shall, if any action has been taken, present a report of the committee at each Board meeting. The Board of Directors may set the dates of its meetings, but it shall meet no less frequently than quarterly. Special meetings of the Board may also be called at the discretion of the President or at the request of any three (3) Board members.

C. Notice of Meetings: The Organization may hold meetings of the Board in accordance with a schedule to be published to the membership. No notice of meetings shall be required for regularly scheduled Board meetings beyond this published schedule. Unless the Articles of Incorporation, the DC Nonprofit Code, this Constitution, or these Bylaws provide otherwise, any business may be considered at the meetings of the Board without such business having been specified in the notice for such meetings. Notice of any special Board meeting shall be given no less than two (2) days prior to the date on which such meeting is scheduled to occur except in emergency circumstances as defined in § 29-403.03(d) of the DC Nonprofit Code, in which case the above-stated notice requirement shall be superseded by Section 29-403.03(b)(1) of the Code. Notice of any special meeting shall specify the purpose(s) for which such meeting has been called, and only such business as is legitimately connected with such purpose(s) may be considered at such meeting. Notice of intent to remove an Officer or Director shall always be given in the case of any regularly scheduled or special meeting at which such action is contemplated.

D. Manner of Participation: The Board may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means shall be considered to be present in person at the meeting as per § 29-406.20(b) of the DC Nonprofit Code.

E. Quorum and Action by Directors: A majority of the members of the Board of Directors then in office shall constitute a quorum for the transaction of business at any regular or special Board meeting. Unless the Articles of Incorporation, the DC Nonprofit Code, this Constitution, or these Bylaws require a greater proportion, the action of a majority of the voting members of the Board present at a meeting of the Board at which a quorum is present shall constitute action of the Board of Directors.

F. Action by Written Consent: Any action required or permitted to be taken at a meeting of the Board of Directors may be taken without a meeting if a unanimous written consent setting forth the action to be taken is signed by each Director of the Board of Directors and filed with the minutes of proceedings of the Board of Directors.

G. Filling of Vacancies: A vacancy occurs when the incumbent in any Officer or Director position dies, becomes incapacitated, resigns, or is removed in accordance with Article VII, Section H. of this Constitution or Section 29-406/08 of the DC Nonprofit Code. In the case of a vacancy in the President’s position, regardless of the amount of time remaining in the term of office, the duties and responsibilities of the president shall be immediately assumed by the First Vice President who shall continue serving as President for the remainder of the term. In the case of a vacancy occurring in any other position (including that of the First Vice Presidency under the circumstance just described), the President may appoint, subject to a two-thirds (2/3) affirmative vote of all Board members then in office, any affiliate or at-large member to fill the position until the next scheduled election occurs, at which time a candidate shall be elected to fill the unexpired term of the Director whose incapacity, death, resignation, or removal created the vacancy on the Board. Eligibility for election to future terms shall be governed by Article VI, Section E. of this Constitution.

H. Removal or Resignation of Officers or Directors:

1. The membership of this Organization may remove any Officer or Director, with or without cause, at any annual or special membership meeting by the affirmative vote of two-thirds (2/3) of the members present at such meeting, provided a quorum is present. The notice of any meeting at which the removal of an Officer or Director is to be considered must state that one of the purposes of the meeting is to vote on the removal of the Officer or Director.

2. The Board of Directors, by the affirmative vote of two-thirds (2/3) of all Board members then in office, may remove an Officer or Director who:

(a) Has been declared of unsound mind by a final order of court;

(b) Has been convicted of a felony;

(d) Has ceased to be a member in good standing of ACB Next Generation;

(e) Has missed three (3) or more meetings in any twelve month period without being excused by the Board; or

(f) Has committed egregious acts, failed to fulfill one or more duties of an Officer or Director, or been found to have a conflict of interest which would impair his or her ability to act in the best interest of the Organization, provided that such conduct or circumstance shall be documented in a writing filed with the minutes of proceedings of the Board of Directors.

A President so removed shall not serve as Immediate Past President.

3. An Officer or Director may resign at any time upon written notice to the Secretary or the President. Such resignation shall take effect on the date the notice was delivered to the Secretary or the President, unless the notice specifies a later effective date.

ARTICLE viii: MEMBERSHIP MEETINGS:

A. Annual Meeting: This Organization shall hold an annual meeting during the month of December to review the status of the Organization, receive annual reports, conduct elections, and conduct such business as may be required by the DC Nonprofit Code and for such other business as the membership may wish to have considered at such meeting.

B. Annual Conference and Convention: ACB Next Generation shall meet annually in conjunction with the annual Conference and Convention of the American Council of the Blind to conduct business, (as limited below), engage in educational and recreational activities, and participate in the various activities of the annual Conference and Convention of the American Council of the Blind. ACB Next Generation members and friends are welcome to attend the ACB Next Generation activities held in conjunction with the annual ACB Conference and Convention, and notice and quorum requirements are waived for any business meetings or sessions thereof that may take place at such annual ACB Conference and Convention; however, such business shall be strictly limited to matters coming before the ACB Conference and Convention on which ACB Next Generation may wish to adopt positions or take specific actions.

C. Special Meetings: Special membership meetings may be called by the President, the Board of Directors, or upon the request of ten percent (10%) of the voting members of this Organization as determined from the date prior to that on which the first request for such meeting was made.

E. Notice of Meetings:

1. The Organization shall give notice to the members entitled to vote of the date, time, and place of each annual or special meeting of the members. In the case of a special meeting, the notice shall specify the purpose(s) for which such meeting has been called, and only such business as is legitimately connected with such purpose(s) may be considered at such meeting. Notice of intent to remove n Officer or Director shall always be given in the case of any regularly scheduled or special meeting at which such action is contemplated. The notice shall be given at least 30 days before the annual meeting date and at least 10 days before the meeting date in the case of a special meeting.

2. Notice is given when it is delivered personally to the member, left at the member’s residence or usual place of business, or sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization. The notice shall state whether the Organization has elected to proceed under §29-405.20(f) of the DC Nonprofit Code.

3. Notwithstanding the foregoing, a member may waive notice of any meeting of the members by written statement filed with the Secretary, or by oral statement at any such meeting. Attendance at a meeting of the members shall also constitute a waiver of notice, except where a member states that he or she is attending solely for the purpose of objecting to the conduct of business because the meeting was not lawfully called or convened. Any meeting of the members may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by general announcement.

F. Quorum: Except as otherwise provided in the DC Nonprofit Code, the Articles of Incorporation, this Constitution, or these Bylaws, fifteen (15) percent of the votes of members entitled to vote shall constitute a quorum.

G. Conduct of Meetings: The President shall preside at each meeting of members. The President shall determine the order of business and has the authority to establish rules for the conduct of the meeting. The President shall announce at the meeting when the polls close for each matter voted upon by the members. After the polls close, no ballots or votes, nor any otherwise permissible revocations or changes to a member’s vote, may be accepted. Each member is entitled to one vote. A member may not vote by proxy.

H. Voting: Except as otherwise provided in this Constitution or these Bylaws, all issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place. There shall be no cumulative voting.

I. Meeting by Conference Telephone: Members of the Organization may participate in a meeting by means of the Internet, teleconference, or other electronic communications technology if all persons participating in the meeting can hear one another, vote on matters submitted to the members, pose questions, and make comments. Participation in a meeting by these means constitutes presence in person at a meeting.

J. Action by Recorded Ballot:

1. Any action required or permitted to be taken at an annual or special meeting of the members may be taken without a meeting if the Organization delivers a ballot to every member entitled to vote on the matter.

2. The ballot must be inscribed on a tangible medium or stored in an electronic or other medium that is retrievable in a perceivable form and sent by personal delivery to the member, left at the member’s residence or usual place of business, sent by facsimile or e-mail, or, in the alternative, by U.S. mail to the member’s address as it shall appear on the records of the Organization. The ballot must:

(a) set forth each proposed action;

(b) provide for an opportunity to vote for, or withhold a vote for, each candidate for election as an Officer or Director, as applicable; and

3. Any measure voted on by ballot, other than the election of Officers and Directors, will be considered approved by the members only if:

(a) the number of votes cast equals or exceeds the quorum required for a meeting authorizing the action; and

(b) the number of affirmative votes cast equals or exceeds the number of affirmative votes that would be needed to approve the matter at a meeting assuming the number of members voting at the meeting was equal to the number of ballots cast. The election of an Officer or Director is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting electing Officers and Directors, and the Officer or Director receives a plurality of the votes cast.

4. The solicitation for votes by ballot must:

(a) indicate the number of responses needed to meet the quorum requirements;

(b) state the percentage of approvals necessary to approve each matter other than election of Officers and Directors; and

(c) specify the time by which a ballot must be received by the Organization in order to be counted. A ballot may be validly cast by returning a written ballot to the Organization with the member’s vote recorded on the ballot or by using an electronic, telephonic, or other medium that is retrievable in a perceivable form and which is designated by the Organization for casting the ballot. Once cast, a ballot may not be revoked.

ARTICLE IX: COMMITTEES:

A. Classes and Types of Committees: Committees in this Organization shall be of two classes: Board and Advisory. The establishment of any Board committees together with their powers, functions, and responsibilities shall be governed in accordance with § 29-406.25 of the DC Nonprofit Code. Both Board and Advisory committees may be designated as either standing or special committees. The Board of Directors shall have the authority to establish any standing or special Advisory committees deemed necessary or desirable to facilitate the transaction of business. The membership of any Advisory committee shall be restricted to voting members of this Organization, and such committees shall have only those powers and responsibilities as shall have been specified in the motions or resolutions pursuant to which they were established. The President shall be an ex officio voting member of all committees except the Nominating committee. Such ex officio status shall include the right, but not the obligation, to vote. When serving in an ex officio capacity, the President shall not be included when determining the existence of a quorum. In all cases, a committee may seek the advice of persons recognized as having particular expertise on any matter properly before it for consideration, but such persons shall not participate beyond providing the advice or guidance solicited.

B. Board Committees:

1. The Board of Directors, by the affirmative vote of a majority of all voting members on the Board, may establish one or more standing committees comprised of one or more Officers or Directors. The Board of Directors may delegate to these committees any of the powers of the Board of Directors, except as limited by §29-406.25(e) of the DC Nonprofit Code.

2. The President shall appoint the chair and the members of each committee, subject to the approval by the affirmative vote of a majority of all Voting Members on the Board. Each committee shall adopt rules of procedure for its business that are consistent with Article VII, Section C. of this Constitution. A majority of the members of a committee shall constitute a quorum for the transaction of business and the act of a majority of those present at a meeting at which a quorum is present shall be the act of the committee. Any action required or permitted to be taken at a meeting of a committee may be taken without a meeting, if a unanimous written consent that sets forth the action is signed by each member of the committee and filed with the minutes of the committee. Committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of Article VII, Section D. of this Constitution.

3. Terms of Office of Committee Members: The chairs and members of all committees shall be appointed for terms of one (1) year. There is no limit to the number of successive terms that any at-large or affiliate member who serves as an Officer or Director may serve as a chair or committee member; however, if such a member’s classification becomes that of a supporting member on account of the member’s age, such a supporting member may no longer chair or serve on any Board committees following the conclusion of the Board term in which he or she became a supporting member on account of age. Upon the close of each fiscal year, all committee positions shall be considered vacant. Following adjournment of the annual meeting, the President has the freedom to either reinstate the previous committee appointments or make new ones for the following fiscal year subject to the limitations set forth above and in Article IV, Section C. of this Constitution.

C. Special Board Committees: The Board of Directors may appoint one or more special committees for such special tasks as circumstances warrant. Such special committees shall limit their activities to the accomplishment of the task for which they are created and appointed and shall have no power to act except such as is specifically conferred by action of the Board of Directors.

D. Advisory Committees:

1. The Board of Directors may authorize the formation of Advisory committees. The Advisory committees shall have such functions and responsibilities as specified by the Board of Directors, provided, however, that the Board of Directors may not delegate any of its power, authority or functions to any Advisory committee. Members of an Advisory committee need not be Officers or Directors. Each Advisory committee may adopt rules of procedure for the conduct of business that are consistent with Article VII, Section C. of this Constitution and with the rules adopted by the Board of Directors.

2. The President shall appoint the chair of advisory committees. The President shall appoint the members of each Advisory committee in consultation with the chair. The chairpersons of the Advisory committees shall have the right to appoint such sub-committees as they may deem necessary. A majority of the members of an Advisory committee shall constitute a quorum for the transaction of business. Advisory committees may conduct meetings by teleconference or via the use of similar communications technology in accordance with the provisions of Article VII, Section D. of this Constitution.

3. Terms of Office of Committee Members: The chairs and members of all committees shall be appointed for terms of one (1) year. There is no limit to the number of successive terms that any member may serve as a chair or committee member. Upon the close of each fiscal year, all committee positions shall be considered vacant except for the Convention Committee. In the case of all committees except Convention, following adjournment of the annual meeting, the President has the freedom to either reinstate the previous committee appointments or make new ones for the following fiscal year subject to the limitations set forth above and in Article IV, Section C. of this Constitution. In the case of the Convention Committee, following the close of the Annual Conference and Convention, the President has the freedom to either reinstate the previous committee appointments or make new ones for the following term, which shall run from September 1 to August 31, subject to the limitations set forth above and in Article IV, Section C. of this Constitution.

E. Reporting: Each committee shall report to the Board of Directors, to the membership at annual meetings, and/or through publications of ACB Next Generation, on a needs basis or as directed by the President or Board of Directors.

F. The President may recommend members of ACB Next Generation to nationwide committees of the American Council of the Blind as requested by ACB.

ARTICLE X: FINANCIAL MATTERS:

A. Receipts and Disbursements: All funds, except those with specific instructions, received by ACB Next Generation from dues and other sources shall be paid into a general fund, and all disbursements from the general fund must have the approval of the Board of Directors, unless such disbursements are authorized by way of the annual budget of ACB Next Generation. Disbursements that exceed any specified limit must have prior approval of the Board of Directors with the exception of emergencies in which case the expenditure shall be submitted to the Board for ratification by the affirmative vote of a majority of all voting members on the Board.

B. Reimbursement: All persons incurring expenses in connection with any activity or function undertaken on behalf of this Organization shall be entitled to be reimbursed for any actual costs incurred, up to a specified amount, where such activity or function and expenditure has been expressly authorized by prior action of the Board. Reasonable reimbursement may be permitted in all other circumstances at the discretion of the Board.

ARTICLE XI: AMENDMENTS:

A. Amendments: This Constitution may be amended by a two-thirds (2/3) affirmative vote of those present and voting at any annual or special meeting of the membership at which a quorum is present, provided further that:

1. The proposed amendment or amendments have been published to the membership no less than thirty (30) days before the date on which such amendment or amendments are to be considered; and

2. That the amendment(s) have been submitted to the Bylaws committee no less than sixty (60) days before the date on which such amendment or amendments are to be considered.

B. Effective Date: Amendments to this Constitution shall become effective immediately upon adoption unless:

1. The amendment itself, or by proviso attached thereto, contains language specifying another effective date; or

2. The amendment, by its terms, specifies that it becomes effective upon the occurrence of a future event or circumstance.

ARTICLE XII: MISCELLANEOUS:

A. Parliamentary Authority: The most recent edition of Robert’s Rules of Order, Newly Revised, shall serve as the parliamentary authority for this Organization in all cases to which it may be applicable and is not otherwise in conflict with the Articles of Incorporation, this Constitution, these Bylaws, or the requirements of any statutes to which this Organization is properly subject.

B. Emergency Powers: In the circumstance where a quorum of the Board of Directors cannot readily be assembled because of some catastrophic event, this Organization is expressly authorize to exercise emergency powers as permitted by §29.403.03 of the DC Nonprofit Code.

C. Maintenance of Tax Exempt Status: This Organization shall not carry on any activities not permitted to be carried on:

1. By any organization exempt from federal income tax under §501(c)(3) of the Internal Revenue Code of 2017 (hereinafter referred to as “the Code”); or

2. By any organization to which contributions are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Code.

D. Dissolution of Organization:

1. A two-thirds (2/3) vote of the members present and voting at an annual or a special called meeting shall be required to dissolve this Organization. ACB Next Generation shall then give the Attorney General of the District of Columbia notice in the form of a record that it intends to dissolve before the time it delivers Articles of Dissolution to the Mayor as required by DC Nonprofit Code §29-412.02(g.).

2. Upon the termination, dissolution or final liquidation of this Organization in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Organization shall be distributed to, and only to, one or more organizations to carry out the objectives and purposes stated in the Articles of Incorporation of this Organization, provided that such organizations are organized and operated exclusively for charitable or educational purposes as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code. In the event that no such organizations exist, the assets shall be distributed to such other organization or organizations as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the Code. In no event shall any of such assets or property be distributed to any member, Director or Officer, or any private individual.

E. Interpretative Guidance: In this Constitution, references to specific provisions of any statute shall be construed to include the corresponding provisions of any future statutes addressing, or having a bearing on, the subject matter of the original citations. Any provisions of these Bylaws shall be null and void if they are ever determined to be, or subsequently become, inconsistent with any applicable provision of law to which this Organization is properly subject. In the case of any such occurrence, these Bylaws shall be amended at the earliest opportunity to resolve such conflict.

PROVISO

The adoption of this Constitution supersedes and replaces all other Constitutions and/or Bylaws previously adopted by this Organization. The Secretary, or person or persons responsible for preparing this document for presentation, publication, or distribution, are hereby authorized to make such technical, editorial, and/or conforming changes as may be necessary without in any way changing the intent of the original wording contained herein.

Effective Date: This Constitution shall be effective as of the date it is adopted by the members.

(adopted )

american council of the blind next generation

BYLAWS

Adopted: January 13, 2020

Amended: December 10, 2023

BYLAW I: FISCAL YEAR:

A. The fiscal year of the Organization shall be the twelve calendar month period ending December 31 in each year, unless otherwise provided by the Board of Directors.

BYLAW II: STANDING COMMITTEES’ DUTIES AND RESPONSIBILITIES:

The following committees, consisting of at least three members each, a majority of whom are blind or visually impaired, shall be established to function as needed. The President shall appoint the chair and members of each Board committee and the chair and members of each Advisory committee:

A. Board Committees:

1. Budget and Finance: This committee, which shall include the Treasurer, shall oversee development of the annual budget; present the annual budget and other financial proposals to the Board for approval; ensure accurate tracking, monitoring, and accountability for funds; ensure adequate financial controls; and review major grants and associated terms.

B. Advisory Committees:

1. Advocacy/Legislative: This committee shall develop and implement advocacy strategies relating to matters of interest to, and pertaining to the rights of, the ACB Next Generation membership; monitor relevant legislative matters; and provide advocacy assistance and/or legislative information to the ACB Next Generation Board, members, and affiliates.

2. Awards: This committee shall implement the recognition and receipt of ACB Next Generation awards including the solicitation, review of applications, determination of recipients, and the presentation of awards at ACB Next Generation events.

3. Constitution and Bylaws/Resolutions: This committee shall review, evaluate, and propose amendments to the ACB Next Generation Constitution and/or Bylaws as deemed necessary for the effective governance of this Organization and shall provide notice of such proposed amendments to the membership in accordance with Article XI of the Constitution. This committee shall also prepare resolutions relating to the Organization and to the blind and visually impaired for consideration by the Board of Directors or at the annual membership meeting, including review and preparation of proposed resolutions submitted by ACB Next Generation members and affiliates. Upon passage, all resolutions will be distributed to the membership in writing.

4. Nominating: This committee shall implement the annual election process of ACB Next Generation, including the gathering, review, and dissemination to the membership of information about the candidates running for Officers or Directors; coordination of one or more caucuses; and coordination of the ballot process, if applicable.

5. Programs: This committee shall plan and conduct activities and events for the Organization occurring separately from the annual Conference and Convention of the American Council of the Blind. Such activities may be of interest to the general membership, or may be designed to appeal to a specific segment of the membership. Activities may be planned in cooperation with other committees or with other ACB affiliates.

6. Convention: This committee shall plan and conduct activities and events for the Organization. occurring in conjunction with the annual Conference and Convention of the American Council of the Blind. Such activities may be of interest to the general membership, or may be designed to appeal to a specific segment of the membership. Activities may be planned in cooperation with other committees or with other ACB affiliates.

7. Fundraising: The fundraising committee shall develop and propose strategies for generating revenue for this Organization.

8. Public Relations and eCommunications: This committee shall develop, implement, and maintain or oversee the maintenance of, as applicable, ACB Next Generation’s social media presence and email distribution lists.

9. Publications: This committee shall be responsible for overseeing the creation of such publications as this Organization may decide to produce.

10. Web Site: This committee shall develop, implement, and maintain or oversee the maintenance of ACB Next Generation’s Web site.

11. Membership: This committee shall develop and recommend strategies to retain and increase the Organization’s members. This committee shall maintain the member database and shall be responsible for sending member renewal notices.

C. A committee chair or committee member may be removed during their one-year term by a simple majority vote of the board of directors.

BYLAW III: AMENDMENTS:

A. Amendments: These Bylaws may be amended by a two-thirds (2/3) affirmative vote of those present and voting at any annual or special meeting of the membership at which a quorum is present, provided further that:

1. The proposed amendment or amendments have been published to the membership no less than thirty (30) days before the date on which such amendment or amendments are to be considered; and

2. That the amendment(s) have been submitted to the Bylaws committee no less than sixty (60) days before the date on which such amendment or amendments are to be considered.

B. Effective Date: Amendments to these Bylaws shall become effective immediately upon adoption unless:

1. The amendment itself, or by proviso attached thereto, contains language specifying another effective date; or

2. The amendment, by its terms, specifies that it becomes effective upon the occurrence of a future event or circumstance.

PROVISO

The adoption of these Bylaws supersedes and replaces all other Constitutions and/or Bylaws previously adopted by this Organization. The Secretary, or person or persons responsible for preparing this document for presentation, publication, or distribution, are hereby authorized to make such technical, editorial, and/or conforming changes as may be necessary without in any way changing the intent of the original wording contained herein.

Effective Date: These Bylaws shall be effective as of the date they are adopted by the members.

(adopted )