ICB CONSTITUTION AND BYLAWS

ILLINOIS COUNCIL OF THE BLIND CONSTITUTION AND BY-LAWS
As Amended: 2018

Table of Contents


PREAMBLE

In order to promote the welfare of the people in Illinois who are blind, we do hereby create and establish this constitution to govern the Illinois Council of the Blind, Inc.

Constitution, as amended October, 2017

ARTICLE I-NAME

Section 1.  The name of this organization shall be the Illinois Council of the Blind, Inc., hereinafter referred to as the ICB.
	Section 2.  Blind shall hereinafter be interpreted as blind or visually impaired.
	Section 3.  The Council shall maintain a registered agent and a registered office within the state at all times.
Section 4.  Convey means to deliver by U.S. mail, e-mail or any other suitable electronic media that is convenient to the recipient.

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ARTICLE II-PURPOSE

	The purpose of the ICB is to strive for the improvement of our total community;
A.	Through a representative statewide organization primarily of blind people;
B.	By providing a forum for the views of blind individuals from all corners of the state and from all walks of life;
C.	By striving to elevate the social, economic, and cultural level of the blind population;
D.	By advocating for the improvement of educational and rehabilitation facilities serving blind individuals;
E.	By broadening vocational opportunities;
F.	By encouraging and assisting blind individuals, especially those who are newly blinded, to develop their abilities sufficiently to reach their maximum potential and to assume their responsible place in the community;
G.	By cooperating with the public and private institutions and agencies of and for blind people;
H.	By providing for the free exchange of ideas, opinions, and information relative to matters of concern to blind people through publication of the ILLINOIS BRAILLE MESSENGER; and
I.	By conducting a program of public education aimed at improving the understanding of the problems of blindness and of the capabilities of blind people.

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ARTICLE III-MEMBERSHIP

	Section 1.  Membership in the ICB shall be of four (4) classes: (1) Corporate, (2) Voting, (3) Honorary and (4) Life.
	Section 2.  Any organization established primarily to promote the welfare of blind people in Illinois and duly incorporated under the general not-for-profit corporation act of the State of Illinois shall be eligible for corporate membership in theICB.  Any organization seeking corporate membership in the ICB shall be required to obtain its own 501C3 Tax ID Number from the U.S. Internal Revenue Service.  Said organizations shall have two (2) years to obtain their 501C3 designation, and until such time as they obtain it, shall be allowed to use the ICB’s 501C3 designation per requirements of the Internal Revenue Service.  Any existing corporate member which does not have its own 501(C)(3) designation shall either 1) obtain their own 501(C)(3) designation, or 2) use the ICB’s 501(C)(3) designation provided that they follow all requirements for doing so per the Internal Revenue Service.
	Section 3.  Application for corporate membership shall be filed with the ICB upon forms prepared and supplied by the ICB and shall be accompanied by a copy of the Constitution, By-laws and Articles of Incorporation of the organization requesting membership, together with payment of prescribed dues.  The board of directors shall act upon applications for corporate membership and may admit corporate members to the ICB at any time; but such membership granted shall be subject to ratification by a majority vote at the next conference and convention of the ICB at which a quorum is present.
	Section 4.  Any person who is interested in the ICB and who has attained the age of 16 years shall be eligible for voting membership.
	Section 5.  Application for voting membership shall be made upon forms supplied by the ICB and shall be accompanied by the payment of prescribed dues.
Section 6.  Life members of ICB shall pay a set amount for dues, and after said dues are paid, shall not be required to remit dues again to ICB.  The amount of dues for life membership and procedures for paying them shall be set forth in the bylaws.
Section 7.  Voting members shall be eligible to vote on all matters.  A ballot cast by a voting member shall be counted as one vote.
	Section 8.  Honorary members of the ICB may be elected from time to time by a majority vote of those present and voting at a conference and convention at which a quorum is present.

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ARTICLE IV-DELEGATES AND ALTERNATES TO THE Conference and Convention

Each corporate member shall elect, from among its regular members, three delegates and three alternate delegates as its representatives to the conference and convention.  The names and addresses of these  delegates and alternate delegates shall be conveyed to the ICB office following their election.

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ARTICLE V-POWERS, DUTIES AND ELECTION OF THE OFFICERS

	Section 1.  Every four (4) years at its conference and convention, the ICB shall elect, from among its delegates and voting members, a president, a first vice president, a second vice president, a secretary and a treasurer as its officers.
	Section 2.  No person shall be elected to the offices of President, First Vice President or Second Vice President more than twice consecutively.  if, either the First Vice President is required to ascend to the office of President to fill a vacancy, or, an individual is elected to fill a vacancy in either the office of First Vice President or Second Vice President said individual shall be eligible for election to two (2) full terms in the same office after completion of the unexpired term provided that the length of time remaining on the unexpired term is less than half of a full term.  Otherwise, said individual(s) shall only be eligible for election to one (1) full term in the same office.  The president shall be an ex-officio member of all committees except the nominating committee.  He/she shall act as chairperson of the board of directors and the executive committee.  With the exception of the nominating committee, he/she may, from time to time, appoint members to all committees with the advice and consent of the board of directors.
	Section 3. The secretary of the ICB shall act as the secretary of the board of directors, issue non-transferable certificates of membership to voting members, keep an accurate record of the proceedings of the ICB, and serve as a member of the credentials committee.  All papers and documents belonging to the ICB shall be kept in the ICB office for a period of at least seven years in a hard copy format.
	Section 4.  The treasurer shall, upon receipt of written notice bearing the signature of the president, pay debts of the ICB from its funds.
	Section 5.  An audit of the books and accounts of the ICB, prepared by a qualified financial professional, shall be presented to the Board of Directors by the treasurer at the board’s first meeting following said audit.  An audit as described in this section shall be performed within six (6) months after there is a change in the office of Treasurer, funds permitting.  The Board of Directors shall exercise due diligence in identifying an individual to conduct the audit.

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ARTICLE VI-POWERS, DUTIES AND ELECTION OF THE BOARD OF DIRECTORS

Section 1.  Every two (2) years at the Conference and convention the ICB shall elect, from among its delegates and voting members, three directors for a term of four years.  A majority vote shall be requisite to the election of any director.  If no candidate receives a majority vote on the first ballot, there shall be a second balloting between the two candidates receiving the greatest number of votes.
Section 2.  The immediate past president of the ICB shall be a regular member of the board of directors and shall be entitled to serve in that capacity until a new president is elected. In addition to the officers and directors elected by the general membership of the ICB at its conference and convention, each corporate member may elect a corporate director to serve as a member of the board of directors.  The name and address of said corporate director must be certified to the Council within thirty (30) days after their election.  Expenses for each corporate director shall not be borne by the ICB.  The six (6) directors, five (5) officers, and immediate past president, together with the duly certified corporate directors, shall comprise the board of directors.  (Nothing in this section shall preclude a duly elected member of the board of directors from completing his/her term).
	Section 3.  Officers and directors will assume their duties at the close of the conference and convention at which they were elected.
	Section 4.  The board of directors shall exercise all of the authority of the Council between its conference and conventions.
Section 5.  Unless otherwise ordered by the president or by petition of three of its members, regular meetings of the board of directors shall be held a minimum of three times per year.  During years when a Conference and Convention is held, one of these meetings shall be held not more than thirty (30) days prior to the conference and convention.
Section 6.  Not less than 15 days prior to a meeting of the board of directors, a notification of the exact time and place of the meeting and its purpose shall be conveyed to its members.
	Section 7.  In order to transact business at any meeting of the board of directors a quorum is required.  It shall consist of two-thirds of the elected board positions which are currently occupied.  The immediate past president of the board shall be a voting member of the board, but shall not be considered in the quorum count.  Whatever corporate directors are present at any meeting shall be voting members of the board, but shall not be considered in the quorum count.  A lesser number may adjourn a meeting from day to day or until such time as a quorum is present.
	Section 8.  The act of a majority of the board of directors at a meeting at which a quorum is present shall be the act of the board of directors, except that a two-thirds majority vote of its quorum shall be necessary to pledge, commit, spend, or otherwise disburse the funds, assets, or credit of the Council in excess of $200.00.
	Section 9.  Any vacancy occurring on the board of directors elected at a Conference and Convention may be filled by the board of directors, and such appointee shall serve until the next conference and convention of the ICB, at which time the membership shall elect a person to serve for the duration of the unexpired term.
	Section 10.  The board of directors shall elect, by a majority vote, one officer and one director to serve with the president as an executive committee.  Each member shall serve for a term of two years or until replaced.  The following rules relate to the Executive Committee.
	A.  Each member shall serve for a term of two years.
	B. The executive committee will act on behalf of the board of directors to carry out established policies of the Council between meetings of the board of directors.
C. The executive committee shall meet as often as may be necessary in order to carry out its duties efficiently.
D. Meetings of the executive committee shall be called to order by the president of the Council who shall act as chairperson thereof.
E. The executive committee shall submit to the board of directors a written summary of its activities between board meetings.
	Section 11.  The board of directors, subject to ratification by the ICB at its conference and convention, shall create necessary positions to be filled by paid employees.  It shall develop a written description of job duties and minimum personnel qualifications for each position and maintain acceptable employment practices.  The Illinois Council of the Blind shall not discriminate on the basis of race, color, religion (creed), gender, gender expression, age, national origin (ancestry), disability, marital status, sexual orientation, or military status, in any of its activities or operations. These activities include, but are not limited to, hiring and firing of staff, selection of volunteers and vendors, and provision of services. We are committed to providing an inclusive and welcoming environment for all members, employees, vendors and volunteers.
	Section 12.  If any member of the Board of Directors is absent for two consecutive meetings, the president must convey them written notice that, if they are not in attendance at the next board meeting, they will no longer be a member of this board and will be replaced.

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ARTICLE VII- ELECTIONS AND VOTING

	Section 1.  In all business pending before the ICB at its conference and convention, each corporate member shall be entitled to nine votes plus one additional vote for each 10 paid-up ICB members or major fraction thereof.  A certified membership list, with payment, must be submitted to the ICB office at least 10 days prior to the regular meeting.
	Section 2.  A ballot cast by a voting member shall be properly identified and counted as one vote.  Each delegate shall be entitled to vote as a voting member.
	Section 3.  During all elections of the ICB, a secret ballot shall be used by voting members except when electing honorary members or when only one candidate is nominated.
	Section 4.  Voting by corporate members, during all elections of the ICB, shall be by roll call.
	Section 5.  Honorary members of the ICB shall have all the rights and privileges of membership except the right to vote and hold office.
	Section 6.  Only those nominated prior to conducting of the election may be considered during the election process.  If an individual looses the election for which he/she was nominated, that person may seek office one more time only, but must designate what his/her second choice will be.
	Section 7.  A majority of all votes cast shall be a requisite to election to any office or position in the ICB.  If no candidate receives a majority vote on the first ballot, there shall be a second balloting between the two candidates receiving the greatest number of votes.
	Section 8.  No person shall be elected to any office, board position, or the executive committee without his/her consent.
	Section 9.  No person shall be elected to the office of president, 1st vice president or 2nd vice president unless his/her visual acuity, certified by a licensed ophthalmologist or a recognized agency for the blind, is within the limits established by the legal definition of “blind”.

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ARTICLE VIII-MEETINGS

Section 1.  At each conference and convention of the ICB, the place of the next conference and convention shall be determined by a majority vote of those present and voting, a quorum being present.
	Section 2.  Not less than 30 days prior to the conference and convention, a bulletin containing the exact time and place of the conference and convention and a brief outline of the business to be considered shall be conveyed to each corporate delegate and each voting member.
	Section 3.  Representation from a majority of the corporate members shall constitute a quorum for the transaction of business at any conference and convention of the ICB, except that a smaller number may adjourn the meeting from day to day or until such time as a quorum is present.

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ARTICLE IX-FISCAL INFORMATION

	Section 1.  Each corporate member and each voting member shall pay an annual dues in the amount to be fixed by the ICB at its conference and convention.
	Section 2.  The ICB shall not pay the expenses incurred by the various delegates, alternate delegates or voting members while attending the conference and convention or other meetings of the ICB; however, the expenses of any officer or director, elected at a conference and convention, or a member of any committee, who is not a corporate delegate and whose attendance is required, shall be paid from the funds of the Council unless said members expenses are paid from another source.
	Section 3.  The Council’s fiscal year shall begin on the 1st day of September and shall end on the 31st day of August of each year.

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ARTICLE X-AMENDMENTS

	Section 1.  Proposals to amend this constitution shall be submitted in writing to the Constitution and By-laws Committee at any time.
	Section 2.  The Constitution and Bylaws Committee shall review all amendments and may make recommendations as to their disposal.  All amendments which are duly submitted to the committee shall be conveyed, along with committee recommendations where given, to all corporate delegates and voting members at the time the notice of the next conference and convention is conveyed.
	Section 3.  During the first business session of any conference and convention of the ICB, any proposed amendment to this constitution shall be read with no discussion permitted.  At a subsequent business session on a subsequent day during the same conference and convention, amendments shall be reread, discussed and voted upon.
	Section 4.  Two-thirds of the total votes cast by the corporate member roll call and by the voting members present at a conference and convention at which a quorum is present shall be requisite for adoption of an amendment to this constitution.

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ARTICLE XI-MISCELLANEOUS PROVISIONS



	Section 1.  A nominating committee shall be elected by a majority vote of the corporate delegates and voting members at a conference and convention at which a quorum is present.  If no candidate receives a majority vote on the first ballot, there shall be a second balloting between the two candidates receiving the greatest number of votes.  The ICB may, from time to time, establish such additional committees as may be deemed advisable.
	Section 2.  A corporate seal in the form of a circle with the inscription “Illinois Council of the Blind” thereon shall be provided by the board of directors and affixed to all documents and legal papers of the Council.
Section 3.  The records of the ICB shall be kept in at least one of accessible electronic format or hardcopy print and may be kept in Standard English Revised Braille and all shall be valid.  Backups of electronic records shal be maintained.
Section 4.  The rules contained in “Robert’s Rules of Order, Revised” most current edition, and the revisions hereinafter made thereto, shall govern the ICB in all cases to which they are applicable, and where they are not inconsistent with the constitution, By-laws or special rules of order of the ICB.
	Section 5.  No organization holding membership in the ICB at the time of the adoption of this constitution shall be disqualified from such membership by virtue of any article or provision contained herein, except as such organization shall fail to qualify as a corporate member within two years from the date of its adoption.
ILLINOIS COUNCIL OF THE BLIND

BY-LAWS

Amended OCTOBER 2017




By-law 1.  Signature of a corporate member.


The signature of a corporate member shall mean the signature of the president of the corporate member plus the corporate seal of the member, if applicable.


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By-law 2.  Application for corporate membership.


The application for corporate membership shall include:
a.	official name and address of the organization;
b.	names and addresses of the officers;
c.	number of members;
d.	date of incorporation; and
e.	signature of the corporate member.

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By-law 3.  Application for voting membership.


The application for voting membership shall include:
a.	name of applicant;
b.	address;
c.	 Phone number;
d.	email address
e.	age;
f.	amount of vision;
(1)	totally blind  (2) partially sighted  (3) sighted
g.	occupation;
h.	organizations of the blind with which applicant is affiliated;
i.	Preferred format for communications from the ICB;
j.	Preferred format for the Illinois Braille Messenger; and
k.	Preferred format of the ACB Braille Forum, if they desire to receive it

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By-law 4.  Honorary Membership.


a.	Nomination and election.  Candidates for honorary  membership shall be approved by the board of directors and presented to the ICB at its Conference and Convention for election.  A majority vote shall be requisite to election.  All people receiving the Mary McCann award shall be a candidate for honorary membership.  This election shall not be by secret ballot.
b.	Certification: honorary members shall receive a certificate bearing the inscription “Having demonstrated, through untiring effort and creative action, a fervent desire to advance the welfare of blind people _______(name) is hereby granted this certificate of honorary membership in the Illinois Council of the Blind, Inc., (date, signature of ICB president).

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By-law 5, Life Membership Dues


Dues for life members shall be five hundred dollars ($500), payable in no more than five (5) consecutive annual instalments of one hundred dollars ($100) each.  If individuals choose to pay life membership dues in installments, they shall be required to continue to remit annual membership dues to ICB until such time as the entire amount of life membership dues are paid.  Any individual seeking life membership shall not be officially recognized as a life member until the entire amount of life membership dues are paid.  Any individual may become a life member by providing the information for voting membership as	 set forth in these bylaws and by remitting the prescribed dues.


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By-law 6.  Voting.


At each meeting of the Council, the president shall designate four tellers to distribute and collect ballots; and to tabulate all voting other than via voice.


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By-law 7.  Representation of corporate member.


One certified delegate or one certified alternate delegate shall constitute a representation of a corporate member for the purpose of determining a quorum.


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By-law 8.  Certification of delegates.


Representatives from corporate members shall be certified on forms containing the following:
a.	name and address of the corporate member;
b.	name, address, phone number and e-mail address of the representative;
c.	delegate or alternate delegate;
d.	number of votes, and
e.	signature of president or secretary.

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By-law 9.  Conference and Convention arrangements.


a.	Responsibilities of the corporate member which acts as host during a Conference and Convention include:
(1)	providing a suitable meeting place;
(2)	organizing any necessary social functions;
(3)	arranging for the physical facilities for a banquet; and
(4)	assisting the board of directors of the ICB in planning and conducting the ICB’s program.
b.	Responsibilities of the board of directors.  The
board of directors shall give the Conference and convention arrangements committee or the host member whatever assistance is requested and considered essential in the planning and conducting of the Conference and Convention.  It shall direct the selection of topics and speakers and the formulation of an agenda.
c.	No host member.  In the event no invitation is received from a corporate member, or said host member withdraws its invitation to be the host for the Conference and Convention, the Board of Directors shall select a Conference and convention site and shall proceed to arrange the program.

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By-law 10.  Dues.


The ICB annual dues shall be as determined by the membership at its Conference and Convention.


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By-law 11.  Fund raising.


Special fund raising events may be planned at the discretion of the Board of Directors.


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By-law 12.  Record of disbursements.


All disbursements by the treasurer shall be recorded in the written record of the proceedings of the board of directors.


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By-law 13.  Budget.


The Finance Committee shall prepare and present to the Conference and Convention a budget for the ensuing year.


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By-law 14.  Incorporation of new members.


The Membership Committee shall instruct new members in the process of becoming incorporated and the initial cost of such incorporation may be borne by the ICB.


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By-law 15.  Committees appointed by the President.


At the conclusion of each Conference and Convention, the President shall, as soon as possible, appoint members to the following committees to serve until the next Conference and Convention: Education and Welfare, Conference and Convention Arrangements, Credentials, Finance, Membership, Constitution and By-laws, Fundraising and any other committees deemed necessary.


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By-law 16.  Nominating Committee.


a.	 Election.  A nominating committee consisting of three members shall be elected by a majority of the total votes cast by the corporate delegates and voting members present and voting at each conference and convention.  Nominations for seats on this committee shall be taken from the floor.  If more than three (3) individuals are nominated, the top three (3) candidates in order of balloting shall constitute the committee.


b.	 Duties.  The nominating committee shall solicit nominations for each vacant elective office from each corporate affiliate and voting member.  The committee shall prepare, whenever possible, a slate of two candidates for each such office after having first secured a statement from each candidate that he/she will serve if elected.  Said slate shall be distributed to each corporate delegate and each voting member at the time he/she registers for the Conference and Convention.


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By-law 17.  American Council of the Blind.


a.	Election.  Three persons shall be elected to act as delegates to the annual conference and convention of the American Council of the Blind, hereinafter, ACB.  Three alternates shall also be elected.  Alternates shall serve as first, second, and third in proportion to the votes they receive.


b.	Expenses.  A budgetary allocation shall be made each year to cover participation by the ICB in the National Conference and Convention.  This money will be divided equally among the three participating delegates or alternates.  In instances where less than three delegates attend the ACB Convention, disbursement of the appropriation shall be determined by the Board of Directors.


c.	The Council shall certify only its voting members to the ACB for membership.


d.	Each participating delegate or alternate delegate to the ACB conference and convention shall be required to submit a written report to the Conference and Convention of the ICB.


e.	At the national conference and convention, on all matters requiring a vote, one of the three Illinois delegates will attempt to poll each registered member of the delegation in the hall, and the Illinois voting strength will reflect this poll.


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By-law 18.  Amendments.


An amendment to these bylaws may be adopted by a majority vote at any regular meeting.  Written notice of the amendment together with the recommendation, if any, of the Constitution and Bylaws Committee must be distributed to the members of the ICB not less than 30 days prior to the meeting.


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By-law 19.  Suspension of rules.


A two-thirds vote shall be requisite to the suspension of any rule contained in these By-laws.


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By-law 20.  Parliamentary authority.


The Council shall provide, and make available at all meetings, copies of “Robert’s Rules of Order, Revised”.


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By-law 21.  Dual Affiliation.


Any elected  member of the Council or duly elected Officer of the Council who is still serving his or her term and is found to be a member of the National Federation of the Blind or the National Federation of the Blind of Illinois will be required to resign the board position he/she holds.  If they fail to resign they will be removed from said Board position or Office by the Board at the next board meeting.  However, he/she will be permitted to remain a member of the Council.