ASSOCIATION FOR EDUCATION AND REHABILITATION OF
THE BLIND AND VISUALLY IMPAIRED
PACIFIC NORTHWEST BYLAWS
ARTICLE I. NAME & GEOGRAPHICAL AREA
Section 1.1 The name of this organization shall be Pacific Northwest Association for Education and Rehabilitation of the Blind and Visually Impaired and shall be known in abbreviated form as PNWAER.
Section 1.2 PNWAER is a State Chapter of the Association for Education and Rehabilitation of the Blind and Visually Impaired (AER). PNWAER is subject to all its rules and regulations. The geographical area encompassed by PNWAER shall be the entire state of Washington. PNWAER, as part of the AE organization, will have communication from the district chapter representative to the AER Board of Directors.
Section 1.3 According to available records, the bylaws were revised in 2011.
ARTICLE II. PURPOSE
Section 2.1 The purpose of PNWAER shall be to support the professionals of the State of Washington who provide education and rehabilitation services to individuals who are blind or visually impaired. PNWAER will:
2.1.1. Offer professional development through conferences, seminars, publications, leadership training experiences, and other means of promoting professional growth and education.
2.1.2 Promote professionalism by encouraging university training and professional credentials, adopting and adhering to high-quality standards and professional codes of ethics for individuals and agencies, and encouraging interdisciplinary cooperation in the field.
2.1.3 Assist in improving and expanding services for individuals with visual impairments by promoting/encouraging public policy benefiting persons who are blind or visually impaired.
2.1.4 Provide a forum on a state or local level for discussing all issues relating to services for persons who are blind or visually impaired and the prevention of visual impairments and provide publications and training related to this purpose.
2.1.5 Encourage an interdisciplinary approach to programs and services across the state to persons who are blind or visually impaired by maximizing the knowledge and skills of all related professions.
2.1.6 Foster research to advance the knowledge and skills for improving services to all persons who are blind or visually impaired.
2.1.7 Assist in the development of professional standards for personnel engaged in providing specialized programs and services to all persons who are blind or visually impaired.
2.1.8 Increase public understanding of the etiology of visual impairment and its impact on individuals and society.
Section 2.2 PNWAER is organized exclusively for charitable educational purposes, including, for such purposes the making of distributions to the organization under 501c(3) of the Internal Revenue Code.
Section 2.3 No part of the net earnings of the PNWAER shall inure to the benefit of, or be distributable to its members, trustees, directors, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes. No substantial part of the activities of the organization shall be the carrying on of propaganda or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding sections of any future Federal tax code) or (b) by an organization, contributions to which are deductible under Section 170 (c)(2) of the Internal revenue Code (or corresponding section of any future federal tax code).
ARTICLE III. MEMBERSHIP
All individuals, agencies, and organizations who are members of AER in good standing and who are living or working within the state of Washington are also members of PNWAER.
Section 3.1 Eligibility. The membership of PNWAER shall be open to all persons, agencies, and organizations interested in services to blind and visually impaired persons.
Section 3.2 Non-discrimination. No person otherwise eligible shall be denied membership in PNWAER on the basis of age, sex, race, religion, national origin, or disability.
Section 3.3 Voting Membership. The membership shall serve as the policy-making body of the Chapter. It shall elect the Board and Officers of the Chapter. There shall be one vote per member paying individual membership dues to the Association for Education and Rehabilitation of the Blind and Visually Impaired.
Section 3.4 Membership Dues. There shall be no dues for membership in PNWAER. Membership fees paid to the Association for Education and Rehabilitation of the Blind and Visually Impaired, the International Organization, guarantees membership in the local Chapter.
Section 3.5 Meeting This membership shall convene for at least one annual meeting.
ARTICLE IV. OFFICERS
Section 4.1 Officers. The Officers of PNWAER shall be a President, a President-Elect, an Immediate Past President, a Secretary, a Treasurer, and three Members at Large.
Section 4.2 Qualifications of Officers. Any individual voting member of PNWAER shall be eligible to serve in any office. No two offices may be held concurrently by the same person.
Section 4.3 Elections. The office of the President of PNWAER shall be filled by succession of the President-Elect. In the event that the office of the President-Elect becomes vacant there shall be allowed an additional office of President to be added to the ballot. The individual(s) seeking that office of President shall have previous experience on the PNWAER Board. The membership shall elect a President-Elect, a Secretary, a Treasurer, and three Members at Large, one of whom shall serve as membership chair.
The elections of the President-Elect, Treasurer, and one Member at Large of PNWAER shall occur only once every two years and shall be held in the even-numbered years. The Secretary and two Members at Large shall be elected only once every two years and shall be held in odd-numbered years.
Elections shall be by electronic ballot as provided for in ARTICLE VIII of these Bylaws.
Section 4.4 Term of Office. The term of office for all officers shall be two years and shall commence on July 1 of the year of election.
Section 4.5 Vacancies. In the event of a vacancy in the office of President, the President-Elect shall serve the remainder of the term as Acting President and, upon completion of said term, shall assume the presidency in normal order. If a vacancy in the office of President-Elect occurs more than six months before the next biennial election of officers is scheduled to take place, there will be a special election for the President-Elect with candidates nominated by the PNWAER Board of Directors. The individual(s) seeking the office of President-Elect to fill a vacancy shall have previous Board experience. In the event of a vacancy in both the offices of President and President-Elect, the Immediate Past President shall serve as Acting President until the President and the President-Elect are replaced in an election according to the procedures above. In the event of a vacancy in the offices of Secretary or Treasurer, the Board of Directors may appoint a replacement from its own body or the general membership for the remainder of the term. If the Immediate Past President is unable to serve for any reason, no vacancy shall be deemed to have occurred.
Section 4.6 Duties of Officers. All officers shall have such authority and perform such duties as are described in these Bylaws, as may be delegated to them from time to time by the Board of Directors, and as may be required by law or customary practice. The Board of Directors may require any officer to give security for the faithful performance of these duties. Faithful performance includes attendance at all board meetings unless previously arranged by contacting at least one other board member.
4.1.1 The President shall preside at all meetings of the membership and the PNWAER Board of Directors. Present and agenda and share with the Board of Directors prior to the meeting. Appoint committees and their chairpersons, delegate committee responsibilities, serve as ex-officio members of all committees, and coordinate communications with International AER.
4.1.2 The Immediate Past President serves as assistant to the President, in the absence of the President, preside over meetings of the membership and the Board of Directors, is invited to all committee meetings to be the liaison between committee and Board of Directors and is included in all committee correspondence.
4.1.3 The President-Elect shall serve as the program co-chair with the President for any state or District conferences
4.1.4 The Secretary shall be responsible for preparing and disseminating the minutes of each board meeting for review to the Board of Directors; be responsible for submitting the previous annual business meeting minutes to the webmaster within 45 days of the next conference meeting, read the minutes from the previous chapter business meeting and record the minutes for the current annual business meeting.
4.1.5 The Treasurer shall be responsible for ensuring that regular financial statements are prepared in accordance with recognized accounting principles and reporting the financial status of PNWAER to the membership and the Board and the International central office of Association for Education and Rehabilitation of the Blind and Visually Impaired.
4.1.6 The Board Member(s) At Large Serve as the liaison between the membership and the Board of Directors by being available at the annual conference for discussion of any concerns members might have.
Section 4.7 Salaries, Compensation of Officers. All officers of PNWAER shall serve without compensation.
ARTICLE V. BOARD OF DIRECTORS
Section 5.1 Authority. There shall be a Board of Directors, also referred to in these Bylaws as the Board, which shall consist of the five officers of the PNWAER, and three Members at Large.
Section 5.2 Board. The Board of Directors shall be elected as provided for in ARTICLE VIII of these Bylaws. Each board member shall hold office for a term of two years, which shall commence on July 1.
Section 5.3 Quorum. No business of PNWAER shall take place without a Quorum present. A Quorum shall be constituted by the presence of a majority of the currently occupied seats on the PNWAER Board of Directors.
Section 5.4 Purpose. The purpose of the Board of directors shall be to conduct the business of PNWAER between the general business meetings held at least once per year.
Section 5.5 Meetings. The Board of Directors shall meet no less than twice each year. All meetings of the Board shall be announced to each member of the Board, in writing at least thirty (30) days prior to the proposed meeting. Unless otherwise restricted by these Bylaws, directors on the Board or members of any committee designated by the Board may participate in emergency, special meetings of the Board or of any committee by means of a conference telephone or similar communications equipment in which all persons participating can communicate with each other, and such participation shall constitute presence in person at the meeting.
Section 5.6 Resignations. Any director of PNWAER may resign at any time by giving written notice to the Board of Directors or the President or the secretary of PNWAER. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective
Section 5.7 Removal of Directors. Any one or more of the directors may be removed with cause by action of the Board of Directors, provided there is a quorum of the Board present and provided that a reasonable attempt is made to send written notice of potential removal to the director(s) who is to be removed.
Section 5.8 Votes. Each member of the Board of directors shall have the right to debate any question before the Board and other assembly of PNWAER and shall have one vote. No officer or director shall be permitted to assign the vote possessed to anyone else.
Section 5.9 Governance. The Board of Directors shall have the authority to promulgate, revise or repeal policies governing the orderly business of PNWAER. Such policies and rules shall be
5.9.1 adopted by the Board in final form.
5.9.2 included in the minutes of the meeting at which they were adopted.
5.9.3 made available in written form to the membership for review upon request.
5.9.4 be consistent with the Bylaws and the resolution adopted by the PNWAER membership.
Section 5.10 Annual Report and Budget At the annual conference, the Board of Directors shall present to the membership a report verified by the President and the Treasurers and approved by an audit committee selected by the Board, showing in detail the following:
5.10.1 the assets and liabilities, including the trust funds, as of the end of a twelve-month fiscal period.
5.10.2 the principal changes in assets and liabilities, including trust funds, during the said fiscal period.
5.10.3 the revenue or receipts, both unrestricted and restricted to particular purposes, during said fiscal period.
5.10.4 the expenses or disbursements for general and restricted purposes during the said fiscal period.
5.10.5 the annual report shall be filed with the records of the PNWAER Chapter and a copy thereof entered in the minutes of the proceedings of the annual conference of the members. The Board of Directors shall review and make recommendations concerning the budget.
ARTICLE VI. COMMITTEES
Section 6.1 Standing Committees. PNWAER shall establish committees for the orderly business of PNWAER as necessary. Established committees shall report their findings/information to the Board either in person or in writing.
ARTICLE VII. MEETINGS
Section 7.1 Annual Meetings. PNWAER, under the direction of the Board of Directors, shall provide for the membership a general meeting at least once every year at the time of the annual conference.
7.1.1 the time and place of the general meeting shall be determined by the Board of Directors who shall properly notify the membership. To the extent possible, the place where the meeting is held shall rotate around the state as determined by the Board of Directors.
7.1.2 the purpose of the general meeting shall be to conduct business, promote the purposes of PNWAER and the interests of its membership.
7.1.3 Special meetings of the members may be called at any time by the Board of Directors of PNWAER, or the Board shall entertain a request from any member or group of members for a special meeting of PNWAER. In the latter case, the Board may, after determining the appropriateness of such a meeting, schedule a date.
7.1.4 Equal Participation and Access PNWAER shall make every reasonable effort to schedule and hold its meetings and conferences in venues and location(s) that are intended to allow any member to freely participate and be fully accommodated.
Section 7.2 Quorum. A quorum at a regular business meeting shall be constituted by the presence of at least one-tenth of the entire voting membership in attendance at the annual general business meeting and as validated by the Central Office of Association for Education and Rehabilitation of the Blind and Visually Impaired.
Section 7.3 Parliamentary Authority. PNWAER, except as otherwise provided in these Bylaws or in rules adopted by the Board of Directors, shall be governed in all of its meetings by parliamentary law as contained in Roberts Rules of Order, Newly Revised.
Section 7.4 Upon the opening of membership business and meetings of the Board of Directors, the President shall announce the name of the qualified member who is registered at the meeting and who has agreed to serve as Parliamentarian.
ARTICLE VIII. ELECTIONS
Section 8.1 Purpose. The purpose of elections shall be to determine, by a majority of votes cast, the following directors of PNWAER: President-Elect, Secretary, Treasurer, and three Members at Large.
Section 8.2 Electorate. All voting members of PNWAER shall be eligible to vote for the offices of President-Elect, Secretary, Treasurer, and three Members at Large.
Section 8.3 Frequency. Elections of PNWAER shall occur annually.
Section 8.4 Procedures. Elections shall be held by electronic ballot pursuant to procedures established by the Board of Directors.
ARTICLE IX. AMENDMENTS
Section 9.1 These Bylaws may be amended at any PNWAER general business meeting, regularly notified, and held with valid proxy ballots for those members not in attendance.
Section 9.2 The amendment shall originate in one of the following manners:
- submission by petition of at least 25 voting members of PNW-AER; or
- submission by a majority vote of PNWAER Board of directors.
Section 9.3 Notification. A proposed amendment shall be submitted to PNWAER Board of Directors at least forty-five (45) days prior to consideration by the Board, and shall, in turn, be submitted to the entire membership of PNWAER no more than thirty (30) days prior to the final vote by the membership.
Section 9.4 Adoption of Amendments. Adoption of proposed amendments requires a quorum and affirmative vote of at least two-thirds of the voting membership present at the general business meeting of PNWAER or the affirmative vote of at least two-thirds of ballots returned.
ARTICLE X. FISCAL CONTROLS AND DISCLOSURE
Section 10.1 In addition to the membership fees, PNWAER may accept gifts or donations from interested individuals or groups for the general) purposes of PNWAER or special projects.
Section 10.2 All income shall be reported to the President. All moneys shall be deposited in accounts selected by the Treasurer and approved by the President. All funds deposited shall be reported by the Treasurer in a manner determined by the Board of Directors. An annual Treasurer’s report shall be presented to the general PNWAER members at the annual business meeting.
Section 10.3 Regular expenditures of PNWAER shall be made in accordance with standard fiscal procedures, with cooperation of the Treasurer and approved by the Board of Directors as provided in these Bylaws.