BYLAWS OF THE AMERICAN COUNCIL OF THE BLIND OF MINNESOTA, INC.

ARTICLE 1: NAME

The name of the organization shall be the American Council of the Blind of Minnesota and shall be referred to hereinafter as ACBM.

ARTICLE 2: PURPOSE

The purpose of the American Council of the Blind of Minnesota is to strive for the welfare of the total community—
Through a representative State organization primarily of persons who are blind or visually impaired.

• A. By providing a forum for the views of persons who are blind or visually impaired locally, state-wide and nationally.
• B. By elevating the social, economic and cultural level of persons who are blind or visually impaired.
• C. By improving educational and rehabilitation facilities.
• D. By broadening vocational opportunities.
• E. By encouraging and assisting persons who are blind or visually impaired, especially persons who have recently experienced serious vision loss, to develop their abilities and potentialities and assume their responsible place in the community.
• F. By cooperating with public and private agencies, organizations of and for Persons who are blind or visually impaired, community groups and individuals.
• G. By providing for the free exchange of ideas, opinions and information relative to matters of concern to persons who are blind or visually impaired.
• H. By conducting a program of public education aimed towards improving the understanding of the challenges of blindness and of the capabilities of persons who are blind or visually impaired.
• I. The purposes of ACBM shall be exclusively charitable and educational within the meaning of SECTION 501-c3 of the Internal Revenue Code.
• J. ACBM shall not participate in or intervene in any political campaign on behalf of any candidate for public office.

ARTICLE 3: MEMBERS

SECTION 3-1
The primary authority shall be in the membership in convention assembled, or in any scheduled membership meeting at which a quorum is present.
SECTION 3-2
Membership shall be open to all persons who are interested in the purposes and programs of ACBM.
SECTION 3-3
A person who is blind or visually impaired, or a person who is sighted having direct interest in pursuing the same goals as ACBM shall file an application in writing, stating his or her desire to become a member; and, he or she shall become a member when such application is approved by the Board of Directors.
SECTION 3-4
Annual membership dues shall be as determined by the board of directors and approved by the general membership. Dues shall be paid to the treasurer no later than January 31, or when joining. Dues paid by a member during or after the final quarterly meeting of any year, shall count toward the next calendar year’s dues.
SECTION 3-5
Lifetime members shall pay a fee of $300, which may be payable over a period of no longer than five calendar years, beginning with the calendar year in which a partial payment in excess of annual dues is paid. Once the person seeking life membership pays moneys towards that end which are in excess of applicable dues, and has stipulated his or her intent to seek life membership in writing, such member shall have no further obligation to pay dues and shall be a member in good standing, provided however, that the $300 life membership fee is fully paid within the five years. If at the end of five years the individual seeking lifetime membership to ACBM is not paid in full, any moneys previously received may be either refunded to the individual, or credited toward said person’s regular annual membership dues, as determined by a majority vote of the board.
SECTION 3-6
No person with vision better than the standard for legal blindness as defined by Minnesota law shall be admitted to membership if, after such admission a majority of the members will not be legally blind. The application from such a person shall be accepted for an associate membership with all the rights, duties and obligations of other members except that, such a member shall have no right to vote and will not be eligible to hold office. Associate members shall be admitted to full membership in the order they have been admitted as associate members, when and as, the ratio between non-legally-blind and legally blind members permits.
SECTION 3-7
Persons under eighteen (18) years of age may join as junior members. Annual dues for junior members shall be established in the same manner prescribed for general members and associate members, but dues for junior members shall be lower than non-junior members. They may assume duties and obligations based on capabilities of the individual, but shall not have the right to vote or be eligible to hold office.
SECTION 3-8
The membership of a person may be terminated when he or she persists in violating the Bylaws or in other actions contrary to the best interests of ACBM. Such termination of membership shall be only after a hearing before the Board of Directors and recommendation by the Board of Directors and approval by a two-thirds (2/3) vote of the membership present and voting at a quarterly meeting.
SECTION 3-9
No part of the net earnings of ACBM shall inure to the benefit of or be distributable to its members, directors, officers or other private persons; except that, ACBM shall be authorized and empowered to pay reasonable compensation for services rendered.

ARTICLE 4: MEMBERSHIP MEETINGS

SECTION 4-1
Except as otherwise provided by the Board of Directors, there shall be regular quarterly business meetings of the membership on the fourth Saturday of January, April, July and October.
SECTION 4-2
At its discretion, the Board of Directors may between May 1 and June 30 of each calendar year, determine if there will be a state convention, and will designate a date for the convention if it is determined one is to be held.
SECTION 4-3
The President, or a majority of the Board of Directors may call a special meeting of the membership at a time and place specified in the notice of such meeting. The President or the Board of Directors must comply with all regulations regarding notice of regular meetings and special meetings mandated in SECTIONs 4 and 5 of this article.
SECTION 4-4
Notice of the time and place of quarterly membership meetings shall be available to each member in good standing via the ACBM website, ACBM calling committee, or other equivalent means of notice, not less than ten (10) days prior to any regular meeting of the membership.
SECTION 4-5
Notice of the time and place of special membership meetings shall be given to each member in good standingvia the ACBM website, ACBM calling committee, or other equivalent means of notice, not less than 10 (10) days prior to such special membership meeting.
SECTION 4-6
Fifteen (15) registered members at a meeting of the membership shall constitute a quorum to do business. If there is a quorum at a membership meeting, notice will presume to have been given, and any action taken at such meeting will not be invalidated because of a defect in providing notice..
SECTION 4-7
Robert’s Rules of Order, Revised, shall govern each meeting except as otherwise herein provided,unless the members assembled at a membership meeting provide for a different form of governance. If the members asembled at a membership meeting specify a form of governance other than that specified in this article, such provision shal remain in effect until either it is repealed or the end of the membership meeting, whichever happens first.
SECTION 4-8
The period of duration of ACBM existence shall be perpetual. In the event of the dissolution of ACBM, any remaining assets shall be distributed to the American Council of the Blind. If at the time of such dissolution, the American Council of the Blind qualifies as an exempt organization under SECTION 501-C3 of the Internal Revenue Code of 1954. If the American Council of the Blind is not in existence or does not so qualify as an exempt organization, any remaining assets shall be distributed to organizations organized and operated exclusively for charitable, religious, educational or scientific purposes as at the time qualify as an exempt organization under SECTION 501-C3 of the Internal Revenue Code of 1954. It must be ensured that the organization to which funds are distributed use these funds to enhance the lives of individuals who are blind or visually impaired. The Board of Directors must be responsible for appropriate distribution of these assets. Nothing herein precludes the Board of Directors from delegating this authority to the treasurer provided that the ultimate responsibility for such disposition rests with the Board of Directors.

ARTICLE 5: ELECTION OF OFFICERS AND DIRECTORS

SECTION 5-1
(updated language)
ACBM shall have the following officers: President, Vice-President, Secretary and Treasurer and shall have five (5) directors, the nine (9) of whom shall constitute the Board of Directors. These Officers and Directors shall be elected at the April quarterly meeting, for terms of two (2) years. The President, Secretary and three (3) Directors (designated as Director 1, Director 3, and Director 5) shall be elected in odd numbered years.
The Vice-President, Treasurer and two (2) Directors (designated as Director 2, and Director 4) shall be elected in even numbered years. Election shall be by a simple majority vote of those present and voting. xxx No Officer or Director with the exception of the treasurer shall serve more than two (2) consecutive two (2) year terms in the same office. The treasurer may
be elected to serve five (5) consecutive two (2) year terms The outgoing President may remain on the Board of Directors for one (1) year with the right to participate in discussion but without the right to vote. The membership may also elect one or more special advisors with designated duties. Any advisor so elected shall serve for a one (1) year term and shall be an ex officio member of the Board of Directors with the right to participate in discussion but without the right to vote.
SECTION 5-2
Prior to each election, the Board of Directors shall appoint a nominating committee comprising of at least one board member and any additional members in good standing. This nominating committee shall submit a list of nominees for each office and directorship to the Secretary or other designated board member in order that a list of such nominees can be made available to each member with the notice of the quarterly membership meeting during which elections will be held. The Secretary must be responsible for designating another member of the Board of Directors to make this list of nominees available to be published with notice of the quarterly meeting in which elections will be held, if he or she is unable to do so.

ARTICLE 6: BOARD OF DIRECTORS

SECTION 6-1
The Board of Directors shall meet in regular open meetings at such times and places as may, from time to time, be prescribed by the Board. Special meetings may be called at any time by the President or by a majority of the Board of Directors. Notice of all meetings of the Board of Directors, whether regular or special, shall be given via the ACBM website, ACBM calling committee, or other equivalent means of notice such that notice reach the members of the Board of Directors and members at large at least seven (7) days before the time the Board is to meet. The failure to give such notice shall not invalidate any action taken by the majority of all the members of the Board of Directors. The attendance by the majority of the members of the Board at a meeting shall constitute a waiver of such notice.
SECTION 6-2

The Board of Directors shall be charged with the following responsibilities:
Carry out the policies and programs adopted by the membership in membership meetings.

• A. Formulate policies and programs as needed in order to conduct business that may arise between membership meetings.
• B. Facilitate the efficient functioning of all Officers and committee chair persons.
• C. Plan all regular meetings and all special meetings which may be called.
• D. Manage all business affairs of ACBM.

SECTION 6-3
The Board of Directors shall have the authority to perform any function which may be incidental to implementing the policies and programs adopted at membership meetings. The Board also shall have the authority to authorize the expenditure of not more than a cumulative total of four hundred dollars ($400) in any calendar year without membership approval provided, however, that any such expenditures shall be related to the purposes of ACBM as set forth in 2.
SECTION 6-4
Any vacancy which may occur on the Board between elections shall be filled by the Board of Directors. If a board position other than the presidency is vacated, and if that vacancy occurs less than half-way through a board member’s term, and the board-assigned designee is elected by the membership at the next April election, then that designee may run for not more than one (1) more two (2) year term. If a board position other than President is vacated, and that vacancy occurs during the last half of a board members’ term, then the board appointed designee may be elected to two (2) consecutive terms after completion of the remaining time of the vacated board member.
SECTION 6-5
The President, Vice-President and the majority of the Board of Directors shall be legally blind.
SECTION 6-6
All Officers and Directors shall be at least eighteen (18) years of age.

ARTICLE 7: OFFICER RESPONSIBILITIES

SECTION 7-1

The President shall be the chief administrative official and shall be charged with the following responsibilities :
Carry out the policies and programs of the Board of Directors.

• A. Preside over all membership and board meetings. At the president’s discretion, a board member may be named as chairperson for an individual board meeting or membership meeting.
• B. Make appointments of committees, committee chair persons and other representatives.
• C. Represent ACBM when ever necessary or desirable.

SECTION 7-2

The Vice-President shall act as President in the event of the absence of, or inability of the President, and shall perform other duties prescribed by the members and the Board of Directors. If the absence or inability of the President occurs less than half-way through the President’s first term necessitating the current Vice President to act in the President’s stead for the term remainder, then that Vice President may run for not more than one (1) more two (2) year presidential term. If the President is no longer able to fulfill their duties during the last half of their term the Vice President shall assume the duties of the President, but may be elected to two (2) consecutive terms after completion of the remaining time of the President whose duties they have assumed.

SECTION 7-3

The Secretary shall keep a record of all procedures of meetings of members and minutes of all the Board of Directors meetings and in conjunction with the Board of Directors shall be in charge of all correspondence and records, and shall give all notices required by these Bylaws.

SECTION 7-4
The Treasurer:
Shall be the custodian of all moneys and commercial papers.

• • A. May be bonded for such an amount as the Board of Directors may determine.
  • B. Shall keep an accurate written record of each financial transaction.
  • C. Shall make a complete financial report at the quarterly meeting in January and each special meeting and to the Board of Directors.

The treasurer shall make a monthly financial report at each board meeting, and a quarterly report at each membership meeting.

• D. All financial records shall be open to any member in good standing.
• E. All checks and credit card transactions shall be signed by the Treasurer, or the President.
• F. The Treasurer shall supply the Secretary with a list of paid-up members at each quarterly membership meeting.
• G. Shall, by March 31, complete and submit a 990N postcard return via the Internet to the Internal Revenue Service to ensure tax exempt status.
• H. Shall, by March 31, fill out a 990EZ for transparency regarding income and expenses. The webmaster will post the completed form by 05/01.
• I. Shall, by March 31, complete all necessary documentation for the state of Minnesota to ensure compliance with regulation regarding not for profit organizations in Minnesota.

SECTION 7-5
At the end of each year, and before the first quarterly meeting in the next calendar year, the Board of Directors shall provide for a review of the Treasurer’s books by a disinterested bookkeeper or any other qualified person or persons. Such a person shall not be a member of ACBM.

ARTICLE 8: COMMITTEES

SECTION 8-1
ACBM shall have the following standing committees: Membership, Advocacy and Legislative, Budget, and Fundraising. Other committees may be appointed by the President or by a majority vote of the Board of Directors when and as the need arises. The chair person of a committee shall be appointed by the President for one (1) two (2) year term, and shall select at least two (2) persons from the membership to serve on the committee. One (1) of the committee members shall be a member of the Board of Directors.

ARTICLE 9: MISCELLANEOUS

SECTION 9-1
ACBM shall be incorporated as a non-profit corporation under the laws of the State of Minnesota and shall be affiliated with the American Council of the Blind.
SECTION 9-2
ACBM shall not discriminate in any way in admitting persons to membership nor shall it discriminate in any of its other activities, where prohibited by federal or state law.
ACBM prohibits discrimination against all individuals based on their race, color, religion, sexual orientation, gender, or national origin.
SECTION 9-3
These Bylaws shall become operative as passed and adopted on January 23, 2016.

ARTICLE 10: AMENDMENTS

SECTION 10-1
These Bylaws may be amended by a two-thirds (2/3) majority vote at any regular meeting of the members and at no other time. The proposed amendments to these Bylaws shall be read at the meeting before action is taken thereon.
SECTION 10-2
Any amendments to these Bylaws shall be recorded, including the date and place of the adoption of such amendments.

Nicky Schlender, Secretary, January 27, 2024 at Joseph’s Grille, Saint Paul, Minnesota