WISCONSIN BRAILLE INC.
[amended and approved by the Board of Directors March 5, 2005]
ARTICLE I
Title
The name of the organization shall be WISCONSIN BRAILLE INC.
ARTICLE II
Purpose
The purpose of Wisconsin Braille Inc. is to advance communication and coordinate the efforts of all persons concerned with the availability, quality, and distribution of brailled materials in the state of Wisconsin thereby encouraging braille literacy.
Wisconsin Braille Inc. does not discriminate on the basis of sex, race, religion, age, national origin, ancestry, creed, pregnancy, marital or parental status, sexual orientation, or physical, mental, emotional or learning disability.
ARTICLE III
Membership
Section 1. Qualifications
Membership in this organization shall be open to all.
Section 2. Dues
Dues shall be established at an amount to be determined by the Board of Directors.
ARTICLE IV
Officers
Section 1. Officers
The officers shall be a President, a Vice President, a Secretary, and a Treasurer. No paid employee of Wisconsin Braille Inc. may serve as an elected Officer or Director.
Section 2. Elections
The election of officers shall take place at the Annual General Membership Meeting after a slate of nominations has been made known to the membership, either by post, electronic mail, or fax at least ten (10) days prior to the meeting.
Section 3. Term
Each officer shall be chosen by the membership and serve not more than two (2) consecutive terms. A term of office shall be two (2) years.
The President and Vice-President shall have served at least one year as a member of the Board of Directors.
An officer, after leaving office, is eligible to be elected to the Board of Directors but not eligible to assume an officer's position for one year, unless voted into office unanimously by the board of directors.
Section 4. Vacancies
A vacancy in the interim between Annual General Membership Meetings in any office except the Presidency shall be filled by election by the Board of Directors after consultation with the Nominating Committee. The office of the President shall be filled by the Vice-President.
Section 5. Duties
(a) The President shall be the Chief Executive Officer of the organization and preside at all meetings of the membership and the Board of Directors, and shall be an ex-officio voting member of all committees except the Nominating Committee.
The President shall appoint all committee chairs, with the exception of the Nominating Committee. The Chairs shall appoint the members of each committee in consultation with the President.
(b) The Vice-President shall assist the President in the administration of the activities of the organization, shall act as presiding officer in the absence of the President, and shall be ex-officio a member of all committees except the Nominating Committee.
The Vice-President shall succeed to the office of President upon the death or resignation of the President and serve until the next election.
The Vice-President shall maintain the Standing Policies and Procedures Manual for the organization.
(c) The Secretary shall keep the minutes of all meetings of the General Membership and the Board of Directors and shall report them at the following respective meetings of each body. Minutes of all meetings of the Board of Directors shall be sent by post, electronic mail, or fax to all members of the Board within one month after the meeting.
(d) The Treasurer shall bank all monies received and keep a complete record of all income and disbursements. The Treasurer at the Annual General Membership Meeting shall give a complete statement of the financial condition of the organization.
ARTICLE V
Board of Directors
Section 1. Composition
The Board of Directors shall consist of the four (4) officers and not more than ten (10) elected Directors. At least one (1) member shall be a teacher of visually impaired students, at least one (1) member shall be a certified transcriber, at least one (1) member shall be a parent of a visually impaired person, and at least (1) member shall be a braille consumer.
Section 2. Qualification
No paid employee of Wisconsin Braille Inc. may serve as an elected Officer or Director.
Section 3. Voting
Each Director with the exception of the Presiding Officer shall exercise one (1) vote on questions before the Board. The Presiding Officer shall exercise one (1) vote in the event of a tie.
A majority of the Board of Directors, including the Officers, shall constitute a quorum.
The Board of Directors may conduct a vote by regular or electronic mail, fax, or telephone conference upon any matter that has been discussed by, and resulted in a recommendation from the four (4) officers. A majority vote must be secured within the time stipulated in the referendum in order to effect its action. Such action shall be noted in a special memorandum placed in the minutes book and reported in the minutes of the next meeting.
Section 4. Term
The term of a Director shall be for two (2) years. Half of the Directors shall be elected at each Annual General Membership Meeting. At the first Annual General Membership Meeting, at which the Directors shall be elected, half of the Directors shall be chosen by lot to serve only one (1) year.
A director may be re-elected to a second 2-year term. A director, after serving two 2-year terms, is eligible to serve as an officer. A director, after serving two 2-year terms, is not elegible to serve again on the Board of Directors for one year.
Any Director may resign effective upon giving written notice to the President. If the resignation is effective at a future time, a successor may be elected before such time to take office when the resignation becomes effective.
Section 5. Vacancies
In the case of a vacancy in the interim between Annual General Membership Meetings, the Nominating Committee shall submit a name or names of persons to be voted upon by the Board of Directors. A person who fills a vacancy for less than one-half of a full term shall not be considered to have served a full term.
Section 6. Duties
(a) The Board of Directors shall be the policy-making and governing body of the organization. It shall formulate Standard Policies and Procedures.
(b) It shall establish such Standing, Select, and Ad Hoc Committees as are necessary to carry out the work of the organization.
(c) It shall adopt an annual budget, which shall fix the appropriations for each committee and other activities of the organization.
(d) It shall designate the time and place of all meetings.
(e) It shall provide for an annual audit.
Section 7. Meetings
(a) There shall be at least three (3) meetings each year, one (1) of which shall be held immediately before the Annual General Membership Meeting.
(b) Each Director must attend a minimum of one (1) meeting per year. If a Director fails to meet this minimum, the office will become vacant.
ARTICLE VI
Committees
Section 1. Duties
At least three (3) weeks before each meeting of the Board of Directors the chair of every committee shall submit a report to all of the officers and members of the Board of Directors. The report may be sent by regular mail, fax, or electronic mail, and shall give an accounting of the activities of the committee and requests for action by the Board of Directors.
Section 2. Standing Committees
Standing Committees shall consist of 1) Bylaws, Policies and Procedures, 2) Nominating, and, 3) other committees, as the Board of Directors deem necessary, that relate to the governance of the organization. Committee members shall serve for an administrative term or until their successors are appointed. No chair of a committee shall serve for more than two (2) consecutive administrative terms.
Each Standing Committee shall consist of a Chair, a Vice-Chair, and at least two (2) additional members, all of whom shall be members of the Board of Directors. With the exception of the Nominating Committee, the President shall appoint the committee Chairs, all other members shall be appointed by the Chair in consultation with the President.
(a) Bylaws, Policies and Procedures shall review, frame and propose amendments to Bylaws and other official documents, and interpret these documents. It shall consider proposed amendments submitted in writing by any three (3) members in good standing.
(b) The Nominating Committee shall nominate replacements to the Board of Directors. It shall be composed of a Chair, a Vice-Chair, and up to three (3) members. The immediate past President shall serve as Chair and shall have no vote. The immediate past Chair shall serve as a consultant and shall have no vote. Members of the Nominating Committee are not disqualified from being candidates for office or Board membership.
Section 3. Select Committees
As many Select Committees shall be developed as the Board of Directors may deem necessary to see to the advancement of the purpose of the organization. Select committee chairs shall be appointed by the President and serve for an administrative term. They shall not serve for more than two (2) consecutive administrative terms. Committee members shall serve for an administrative term or until their successors are appointed.
Each committee shall consist of a Chair, a Vice-Chair, and least two (2) additional members.
ARTICLE VII
Membership Meetings
There shall be a minimum of one (1) meeting of the General Membership during each year at a time and place designated by the Board of Directors.
ARTICLE VIII
Nominations and Elections
Section 1. Nominations
Nominations from the general membership for a member of the Board of Directors or for an Officer may be submitted to a member of the nominating committee, giving name and qualifications of nominees no later than six (6) weeks prior to the annual meeting.
Section 2. Elections
Elections of Officers and members of the Board of Directors shall be held at the Annual General Membership Meeting. If the number of nominees is equal to the number of positions to be filled, elections may be by show of hands. If there are more nominees than positions to be filled, elections shall be by written ballot prepared by the Nominating Committee. Members of Wisconsin Braille Inc. in attendance at the business session of the annual meeting, and whose current dues are paid, may vote on all matters that come before that meeting. All decisions except changing these Bylaws shall be by simple majority.
ARTICLE IX
Amendments
Section 1. Bylaws
These Bylaws may be amended or repealed by approval of the Board of Directors and by a two-thirds (2/3) vote of the Membership at its next meeting provided that prior notice of the proposed action has been given to the general membership at least two (2) weeks before the Annual General Membership Meeting.
Section 2. Standard Policies and Procedures
Standard Policies and Procedures may be amended by a majority vote of the Board of Directors at any regular meeting or special meeting called for that purpose.
ARTICLE X
Dissolution
In the event this organization is dissolved for any cause whatsoever, the funds of said organization, after its just debts are paid, shall be disbursed in a non-profit manner. Members shall have the right to vote on the dissolution and on the disposition of assets.
ARTICLE XI
Parliamentary Authority
The proceedings of all meetings of the Association shall be governed by Robert's Rules of Order, Revised, in all cases where applicable and in which they are not inconsistent with these Bylaws.