Constitution and ByLaws – ACB Next Generation

Download The ACB Next Generation Constitution and Bylaws

American Council of the Blind Next Generation

CONSTITUTION

Adopted: January 13, 2020

Amended: December 22, 2021

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.

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, 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: Any at-large or affiliate member
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.

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. 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.

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 22, 2021

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. 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.

3. 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.

4. 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.

5. 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.

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

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

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

9. 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 )