Sierra Services for the Blind Bylaws

This version of the Sierra Services for the Blind bylaws has been approved by the Board of Directors, and is on the agenda for the May 5, 2005, Annual Membership Meeting, to be accepted, amended, or rejected by the majority of the members present at that meeting.

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Bylaws of Sierra Services for the Blind

Article I
Corporate Name
The name of this nonprofit Corporation shall be Sierra Services for the Blind; AKA, Sierra Services for the Blind and Visually Impaired; AKA, SSB.

Article II
Corporate Purpose
The purpose of this Corporation is to provide services to and advocate for the rights of blind and visually impaired persons of all ages, with the goal of assisting persons served to gain access to all facets of life in the community and to maximize their potential for independent living.

Article III
Corporate Membership
Section 1. The Corporation shall have two classes of voting memberships, Annual Membership and Life Membership. No person shall hold more than one membership in the Corporation. Memberships become effective upon submission of dues. Each member shall have one vote, commencing 30 days after membership becomes effective, and shall not vote by proxy.

Section 2. Annual registration is required to maintain Annual Membership status. The renewal date for membership in the Corporation is established as April 5th of each year. The Annual Membership dues shall be determined by the Board of Directors; AKA Board.

Section 3. An individual may become a Life Member by paying a one-time sum as determined by the Board.

Section 4. A Corporation or Business may become a non-voting Corporate Member or Business Member by paying a one-time sum as determined by the Board.

Section 5. There shall be no limit to the number of members the Corporation may admit.

Section 6. A member of the Corporation shall not solely because of such membership be personally liable for the debts, obligations, or liabilities of the Corporation.

Section 7. The membership and all rights of membership shall automatically terminate on the occurrence of any of the following:
(a) the voluntary resignation of a member.
(b) the death of a member.
(c) the dissolution of the Corporate membership.
(d) the failure of a member to pay dues when due or within thirty (30) days thereafter.
Article IV
Membership Meetings
Section 1. The proceedings of Membership and Board meetings will be conducted in accordance with Robert's Rules of Order.

Section 2. The President of the Corporation shall chair all Membership and Board Meetings.

Section 3. In the absence of the Secretary, the Chairman shall appoint another person to act as Secretary, pro-tem.

Section 4. Members shall meet annually, in the month of May, at a time and place designated by the Board. The objective of the Annual Membership Meeting shall be to inform members of corporate activities and answer questions from members desiring to address the President and/or other members of the Board and conduct other business that may come before the membership.

Section 5. A Special Membership Meeting may be called by the Board or by a number of members equal to twenty-five percent of the number of members attending the preceding Annual Membership Meeting.
(a) The quorum for a Special Membership Meeting shall be equal to fifty percent of the number of members attending the preceding annual meeting.
(b) Only specific subjects listed on the document used to call a Special Membership Meeting shall be discussed or acted upon at that meeting.
Section 6. A member of the Board of Directors may be removed by a majority vote of those members in attendance at either the Annual Membership Meeting or a Special Membership Meeting; however, no action may be taken under this section which would reduce the membership of the Board below the minimum required in Article V, Section 1.

Article V
Board of Directors
Section 1. The Corporation shall have no less than seven (7) and no more than eighteen (18) Directors. Collectively, the Directors who shall be known as the Board of Directors (AKA Board).

Section 2. No employee of the Corporation shall be a member of the Board.

Section 3. The Directors shall serve without compensation.

Section 4. Meetings of the Board of Directors may be called by the President, Vice President, Secretary or any two (2) Directors.

Section 5. Meetings of the Board may be held at any location within the area served by Sierra Services for the Blind. Said location shall be designated in the notice of the meeting.

Section 6. A quorum shall consist of a majority of the total Board members in office. A meeting which had a quorum established may continue as a legal meeting even if one or more members leave. Except as otherwise expressly provided herein, every act or decision of the Board shall be by simple majority of the Directors present at the meeting.

Section 7. The management of the Corporation is vested in the Board of Directors. They shall be responsible for, but not limited to, the following items:
(a) Establish and form policy and personnel practices
(b) Have financial responsibility which includes: Fund raising activities, annual budget, necessary reports, and control of all funds from all sources
(c) Establish and maintain facilities
(d) Appoint necessary committees for the operation of SSB
(e) Select, employ, and/or terminate any Administrative, Program Directors, or other salaried employees
(f) Recruit and appoint new Board Members as appropriate
(g) Annually Review all policies adopted by the Board
(h) Annually review these bylaws for necessary revision
Section 8. Each Director may hold office for a period of six (6) consecutive years. In the event of a resignation or termination, a new Board member may be appointed for the balance of the term by a majority of the remaining Directors present. For purposes of continuity and effectiveness, the newly appointed board member shall immediately become a voting member, thereby waiving the thirty (30) day requirement of Article III, Section 1.

Section 9. Resignations of Directors shall be effective upon submission of written notice to the Board. If a Director shall be absent from three (3) consecutive meetings of the Board, without presentation of sufficient reason, the majority of the Board members present may consider said absences the equivalent to a resignation and so advise said member thereof.

Section 10. All regular meetings of the Board of Directors shall be prefaced by three (3) days advance written notice delivered to each Director by first class mail, or forty-eight (48) hours advance notice delivered personally or by telephone stating the time and place of said meeting. Written notice, as required by the Brown Act shall be placed in the window, or door, of the SSB office.

Section 11. Any Board Member may be removed for cause by the Board of Directors at any regular or special meeting of the board.

Section 12 All Members of the Board of Directors of the Corporation shall be Members in good standing of the Membership of the Corporation or they shall not be a voting Member of the Board of Directors.

Section 13. Under the State of California Brown Act, Sections 54951-7 and 59452-3, the Low Vision Advisory Committee being comprised of some non-members of the Board of Directors, shall preface such meetings as may be held from time to time by Agenda and shall present minutes of the meeting to the Board of Directors.

Article VI
Corporate Officers
Section 1. The corporate officers shall be elected annually by the Board at the Board meeting immediately preceding the Annual Membership Meeting from among its members, and shall hold office for a term of one (1) year. The Officers shall consist of a President, Vice-President, Secretary, Treasurer, and such other officers as may be determined by the Board. The officers shall comprise the Executive Committee.

Section 2. The President shall:
(a) Preside over all regular and special meetings
(b) Appoint all committee members and chairpersons upon advice and consent from the Board of Directors.
(c) Report specific actions of the Executive Committee to the Board.
(d) Work in close cooperation with SSB Directors to establish the agenda for the Board meetings, shall also assure that goals, objectives and policies of the Board are implemented.
(e) Call special Board meetings as required.
(f) Have no vote during meetings of the Board except in case of tie or when necessary at Executive Committee meetings.
(g) Perform such other duties as prescribed by resolution from the Board.
Section 3. Vice Presidential duties:
(a) In the absence or inability of the President, the Vice President shall perform all the duties of the President and when so acting shall have all powers of and be subject to all restrictions upon the President.
(b) The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed.
Section 4. Secretarial duties:
(a) Book of Minutes: Shall keep, or cause to be kept, at the principal office or such other place as the Board of Directors may direct, a book of minutes of all actions and meetings of the Board of Directors.
(b) Membership Records: Shall keep, or cause to be kept, at the principal office, a record showing the names of all Directors and Members and their telephone numbers and addresses.
(c) Notices, Seal and other duties: Shall give, or cause to be given, notice of all meetings of the Board of Directors required by the bylaws. Shall keep the Seal of the Corporation in safe custody. Shall have such powers and perform such other duties as may be prescribed by the Board of Directors and the bylaws.
Section 5. Treasurer's duties:
(a) Books of Accounts: Shall keep and maintain, or cause to be kept and maintained, adequate and correct books and records of accounts of the properties and business transactions of the Corporation and other matters customarily included in financial statements. The books of account shall be open to inspection by the Directors at all reasonable times.
(b) Deposit/Disbursement of money and valuables: Shall deposit, or cause to be deposited, all monies and other valuables in the name and to the credit of the Corporation into such depositories as may be designated by the Board of Directors
(c) Shall disburse Corporate funds.
(d) Shall have other powers and shall perform such other duties as may be prescribed by the Board of Directors.
Section 6. Any Board Member may be removed, for cause, by the Board of Directors at any regular or special meeting of the Board. A Board Member may resign as a Board Member at any time by giving written notice to the Board of Directors. Any resignation shall take effect at any time specified in that notice. A vacancy in any office may be filled by appointment by the President subject to the approval of the Board of Directors.

Article VII
Amendments to Bylaws
Section 1. These bylaws may be amended by a two-thirds vote of the members attending a regular or special meeting, provided that notice to amend, and the proposed written amendment, be sent to each member at least thirty (30) days in advance of the meeting.

Section 2. Any amendments or revisions to these bylaws shall become effective upon approval of the Membership.
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