Constitution of the South King Council of the Blind

Adopted February 14, 2015

ARTICLE I. NAME

The official name of this organization is the South King Council of the Blind, hereafter referred to SKB.

ARTICLE II. AFFILIATION and PURPOSE

A. This organization recognizes its affiliation with the Washington Council of the Blind (WCB) and the American Council of the Blind (ACB).

1. Provide education to its members and to the sighted community about issues concerning blindness,
2. Create an environment that promotes sharing and growth of its members and other blind and visually impaired people within the South King community, and
3. Promote independence, opportunity and equality for all blind and visually impaired people.

ARTICLE III. MEMBERSHIP

A. The majority of the membership shall be composed of persons who are blind or visually impaired.

ARTICLE IV. OFFICERS

The officers of SKB shall be the President, Vice President, Secretary, Treasurer and Immediate Past President. The officers of SKB shall be members of the Board of Directors.

ARTICLE V. BOARD OF DIRECTORS

The Board of Directors of SKB shall consist of the officers of the organization and two at large Directors elected pursuant to the By-Laws.

ARTICLE VI. SUPREMACY

This Constitution shall be the ruling document for SKB. It is severable in that if any portion hereof be declared void, all other portions shall remain binding and effective.

ARTICLE VII. DISSOLUTION

Upon the dissolution of SKB, all remaining assets of this organization shall be transferred to the Washington Council of the Blind, for charitable purposes within the meaning of of section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.

ARTICLE VIII. AMENDMENTS

This constitution and subsequent bylaws may be amended at any general or special meeting of SKB, constitutional amendments by a two-thirds (2/3) affirmative vote and bylaw amendments by a simple majority vote of those present and voting provided that the proposed amendment to the constitution and/or bylaws has been submitted in writing to the Board of Directors and approved by the Board of Directors. Notice of proposed amendment shall be published to the membership. Said vote shall take place no earlier than thirty (30) days following notice to the membership.

ARTICLE VIII. ADOPTION

This Constitution shall be established upon majority vote of the membership.

This Constitution shall replace in full the Constitution enacted on April 9, 2011 and subsequently since amended.

BYLAWS OF THE SOUTH KING COUNCIL OF THE BLIND

PREAMBLE

These Bylaws are entered into on the date inscribed at the end of this document by the membership of the South King Council of the Blind and are designed to be non-binding guidelines to insure the orderly administration and organization of the South King Council of the Blind. These Bylaws are intended to supplement the governing principles set forth by the Constitution of the South King Council of the Blind, incorporated by reference herein.

ARTICLE I. NAME

The name of this organization shall be the South King Council of the Blind.

ARTICLE II. PRINCIPAL OFFICE

SECTION 1. PRINCIPAL OFFICE
The County where the principal office for the transaction of the business of the South King Council of the Blind ("principal executive office") is King County, Washington. The Directors shall designate the exact location of the principal office and may at any time change the principal office from one location to another within King County.

ARTICLE III. PURPOSES

SECTION 1. OBJECTIVES AND PURPOSES
The primary objectives and purposes of the South King Council of the Blind shall be:

1. To provide education to its members and to the sighted community about issues concerning blindness
2. Create an environment that promotes sharing and growth of its members and other blind and visually impaired people within the South King community, and
3. Promote independence, opportunity and equality for all blind and visually impaired people.

ARTICLE IV. DIRECTORS AND OFFICERS

SECTION 1. NUMBER
The South King Council of the Blind shall be governed by a board of seven Directors, which will consist of the officers of the organization and two elected at-large directors. Collectively they shall be known as the Board of Directors.

SECTION 2. POWERS
The activities and affairs of the South King Council of the Blind shall be conducted by or under the direction of the Board of Directors. Any matter requiring a vote of the membership shall be addressed at a general membership meeting where said vote of the membership shall be taken.

SECTION 3. ELECTIONS
Officers and Directors shall be elected by a majority vote of the members who are Present and voting. There shall be no proxy voting. Voting shall be by secret ballot unless otherwise decided by a majority of the members present and voting. If no nominee receives a majority vote on a given ballot, the persons receiving the two highest vote totals shall remain on the list of nominees and a subsequent ballot shall be taken to determine a majority.

SECTION 4. DUTIES
It shall be the duty of the Directors to:

1. Perform any and all duties imposed on them collectively or individually by law and by these Bylaws;
2. Appoint and remove, employ and discharge, and except as otherwise provided in these Bylaws, prescribe the duties and fix the compensation, if any, of all agents and employees of the South King Council of the Blind;
3. Supervise all agents and employees of the South King Council of the Blind to assure that their duties are performed properly;
4. Meet at such times and places as required by these Bylaws;
5. Have the ability to communicate via electronic means including but not limited to email;
6. Register their current mailing and e-mail addresses with the Secretary of the South King Council of the Blind and notices of meetings mailed to them at such addresses shall be valid notices thereof.

SECTION 5. REMOVAL OF DIRECTOR
If a Director fails in exercising the duties outlined in Section 3 of this Article, or otherwise fails to further the best interests of the South King Council of the Blind, as decided by a two-thirds (2/3), vote of the membership in attendance and eligible to vote. The Secretary will notify the President, who will place the matter of that Director's continuation on the Board of Directors on the agenda for the next regularly scheduled general membership meeting. The membership may at its discretion, remove the Director for cause at the next regularly scheduled meeting of the general membership. Notice that the Director's continuation on the Board of Directors is on the agenda for the next regularly scheduled general membership meeting will be provided pursuant to ARTICLE IX.

SECTION 6. TERMS OF OFFICE
Each Directorship shall last for a two-year term as specified in these Bylaws, and until his or her successor is elected and qualifies. A member may not hold the same office for more than two consecutive terms.

SECTION 7. COMPENSATION
Directors shall serve without compensation except that they shall be allowed and paid reasonable advancement or reimbursement of expenses pre-approved by the Board of Directors.

SECTION 8. VACANCIES

1. Vacancies on the Board of Directors shall exist
   1. upon the expiration of the Directors current term, or
   2. on the untimely death, resignation or removal of any Director, or
   3. whenever the number of authorized Directors is increased.
2. The Board can vote whether or not to make a position vacant upon the expiration of a Director's term.
3. The Board of Directors may declare vacant the office of a Director who has been declared of unsound mind by a final order of court, or convicted of a felony, or been found by a final order or judgment of any court to have breached any duty.
   
4. Any Director may resign effective upon giving written notice to the President and the Secretary, unless the notice specifies a later time for the effectiveness of such resignation.
   
5. Vacancies on the Board may be filled by approval of a majority of the Board or, if the number of Directors then in office is less than a quorum, by
   1. the unanimous written consent of the Directors then in office,
   2. the affirmative vote of a majority of the Directors then in office at a meeting held pursuant to notice or waivers of notice complying with this Article of these Bylaws,
   3. a sole remaining Director.
6. A person elected to fill a vacancy as provided by this Section shall hold office until the next annual election of the Board of Directors or until his or her untimely death, resignation or removal from office.

SECTION 9. NON-LIABILITY OF DIRECTORS
The Directors shall not be personally liable for the debts, liabilities, or other obligations of the South King Council of the Blind.

SECTION 10. INDEMNIFICATION BY CORPORATION OF DIRECTORS, OFFICERS, EMPLOYEES AND OTHER AGENTS
To the extent that a person who is, or was, a Director, officer, employee or other agent of the South King Council of the Blind has been successful on the merits in defense of any civil, criminal, administrative or investigative proceeding brought to procure a judgment against such person by reason of the fact that he or she is, or was, an agent of the South King Council of the Blind, or has been successful in defense of any claim, issue or matter, therein, such person shall be indemnified against expenses actually and reasonably incurred by the person in connection with such proceeding.

If such person either settles any such claim or sustains a judgment against him or her, then indemnification against expenses, judgments, fines, settlements and other amounts reasonably incurred in connection with such proceedings shall be provided by the South King Council of the Blind.

SECTION 11. CONFLICT OF INTEREST
A. The purpose of this policy is to protect the interest of SKB when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or board member of SKB. This policy is intended to supplement, but not replace any applicable state laws governing conflicts of interest applicable to nonprofit and charitable corporations.

B. It is the responsibility of each officer and board member to discharge his or her duties in good faith, in a manner the person reasonably believes to be in the best interest of the Organization, and with the care an ordinarily prudent person in a like position would exercise under similar circumstances.

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of his or her Financial Interest and be given the opportunity to disclose all material facts relating to his or her Financial Interest to the officers and board members considering the proposed transaction or arrangement.

After disclosure of the Financial Interest and all material facts, and after any discussion with the Interested Person, the Interested Person must leave the board/membership meeting while the Financial Interest is discussed and voted upon. The remaining board members/membership shall decide if a conflict of interest exists.

C. If the board/membership has reasonable cause to believe that a person subject to this policy has failed to disclose actual or possible conflicts of interest it shall inform the person of the basis for such belief and afford the person an opportunity to explain the alleged failure.

If, after hearing the response of the person and making such further investigation as may be warranted in the circumstances, the board determines that the person has, in fact, failed to discharge his or her duties in accordance with this policy or to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action including removal or expulsion as covered in Article VI Section 4.

D. A voting member of the board of directors who receives compensation, directly or indirectly, from SKB for services rendered in conjunction with a transaction or other business arrangement is precluded from voting on matters pertaining to that member's compensation.

E. The definitions of all terms associated with conflict of interest shall be those stated in the associated policy of the American Council of the Blind.

ARTICLE V. OFFICERS

SECTION 1. OFFICERS OF THE ORGANIZATION

1. The officers of this organization shall be: President, Vice President, Secretary, Treasurer, and Immediate Past President and shall be elected by a majority of the membership present and eligible to vote.
2. The President and Vice President shall be legally blind.
3. A member shall not hold the same office for more than two (2) consecutive full terms.
4. A term is defined as two (2) years.
5. Officers shall be members in good standing.
6. In the event an officer is unable to fulfill their term, an interim election shall be held at the next general meeting. This term shall end after the next election for that position. This interim term does not constitute a full term.
7. A two-thirds majority of the membership present and eligible to vote shall be required to remove an officer.
8. The officers shall meet at least once a year.

1. The President shall:
   1. preside over all general meetings and executive meetings.
   2. oversee all other officers and committee chairs.
   3. organize the meeting agenda.
   4. attend or send a designee to serve as a chapter representative at each Washington Council of the Blind Board meeting, unless an SKB member serves on that board.
   5. establish committees and appoint committee chairs.
2. The Vice President shall:
   1. act in the absence of the President.
   2. carry out duties delegated by the President.
3. The Secretary shall:
   1. be responsible for keeping all SKB records and minutes in accessible formats.
   2. upon request, present the minutes of the previous meeting.
   3. provide new member information within thirty (30) days to the WCB database manager and remit dues to the treasurer.
   4. be responsible for all correspondence.
4. The Treasurer shall:
   1. be responsible for all financial transactions and records.
   2. give a financial report at each general meeting.
   3. give an annual report at the January general meeting.
   4. prepare annually, a membership list to be submitted to the WCB database manager and remit dues to the treasurer, by the 28th day of February.
   5. prepare annually, a membership list to be submitted to the WCB database manager and remit dues to the treasurer, by the 28th day of February.
5. The Immediate Past President shall:
   1. serve on the Executive Board.
   2. The At-Large Directors shall each:
   3. chair a committee of the organization.

ARTICLE VI. RECORDS AND REPORTS

SECTION 1. MAINTENANCE AND INSPECTION OF BYLAWS
The South King Council shall keep at its principal executive office, the original or a copy of Bylaws as amended to date, which shall be open to inspection by the Directors at all reasonable times during office hours. The Secretary shall, on the written request of any Director, furnish to that Director a copy, of the Constitution and Bylaws as amended to date.

SECTION 2. MAINTENANCE AND INSPECTION OF OTHER RECORDS
The accounting books, records, and minutes of proceedings of the Board of Directors and any committee(s) of the Board of Directors shall be kept at such place or places designated by the Board of Directors, or, in the absence of such designation, at the principal executive office of the South King Council of the Blind. The minutes shall be kept in written or typed form or in any other form capable of being converted into written, typed or printed form.

SECTION 3. INSPECTION BY MEMBERS
All members shall have the absolute right at any reasonable time to inspect all books, records, and documents of every kind and the physical properties of the South King Council of the Blind. This inspection may be made in person or by an agent or attorney, and the right of inspection includes the right to copy and make extracts of documents, provided that the requesting entity shall pay actual fees associated with copying, production or mailing of any requested documents.

ARTICLE VII. FISCAL YEAR

SECTION 1. FISCAL YEAR OF THE ORGANIZATION
The fiscal year of the South King Council of the Blind shall begin on January 1 and end on December 31 in each year, to correspond with the fiscal year of the Washington Council of the Blind. The credits and debits of the organization will carry over from one fiscal year to the following fiscal year.

SECTION 2. BUDGET APPROVAL
The proposed annual budget shall be approved by majority vote of the membership at the December meeting of each year.

ARTICLE VIII. MEMBERSHIP

1. The majority of the membership shall be composed of persons who are blind or visually impaired.
2. Denial of membership shall not be based on gender, race, religion, creed, sexual orientation, disability, national origin or age.
3. To be a member in good standing and eligible to vote, all dues shall be paid thirty (30) days prior to the election. Persons joining after said election shall be eligible to vote thirty (30) days after payment of dues.
4. Dues shall be based on the fiscal year, and collected by the treasurer prior to January 1 of each year.
5. The annual dues for the South King Council of the Blind shall be $15.00 per year. These dues shall be distributed evenly among the South King Council of the Blind, the Washington Council of the Blind, and the American Council of the Blind.

1. Persons who join SKB and have not yet reached the age of sixteen (16) shall be considered junior members.
2. Junior members shall not hold office, vote in elections, or receive WCB stipends.
3. Junior members shall become full voting members upon their sixteenth birthday, providing all dues have been paid.

ARTICLE IX. MEETINGS

1. General/Board of Directors meetings shall be held on the second Saturday of the month and shall run concurrently with the monthly Board of Directors meeting.
2. Meetings are held at a location as determined by the Board of Directors and published with at least 10 days notice.
3. Special meetings
   If a special meeting of the general membership is required, the president shall schedule such meeting and notify the membership at least ten (10) days in advance in person, by telephone, or electronically.

1. A quorum shall consist of a simple majority of the Directors currently serving. This shall mean a minimum of four Directors must be present for a quorum to exist.
2. Except as otherwise provided in these Bylaws, or by law, no business shall be considered by the Board and general membership at any meeting at which a quorum, as herein defined, is not present, and the only motion that the President shall entertain at such meeting is a motion to adjourn.
3. The Directors present at a duly called and held meeting at which a quorum is initially present may continue to do business as long as a majority of those originally present remain. For an action taken by the remaining Directors to be considered an action of the Board, a majority of those originally present must vote in favor of that action.
4. Board members shall not be allowed to abstain from voting on any matter before the Board of Directors unless a conflict of interest is present between the specific matter and a Director. A conflict of interest is only recognized when the matter relates to an aspect in which a Director has a personal or financial interest or stake. A Director must abstain from voting once a conflict of interest is recognized.

1. Majority action
   Every act or decision done or made by a majority of the members present at a meeting duly held at which a quorum is present is the act of the entire organization, unless the Bylaws require a greater percentage or different voting rules for approval of a matter.
2. Voting
   Voting shall be conducted by voice vote or roll call vote. The President shall not vote in the general meeting, except to break a tie vote. The president may vote in elections.

1. Regular Meetings
   Regular meetings of the Board of Directors and General Membership shall be held concurrently unless otherwise provided in these Bylaws.
2. Special Meetings
   Special Meetings of the Board of Directors and/or General Membership may be called by the President, or by any two Directors, at the place designated by the person or persons calling the meeting.

SECTION 5. NOTICE OF MEETINGS
Regular meetings of the Board/Membership may be held with 15 day notice. Special meetings of the Board may be held upon forty-eight hours' notice delivered personally or by telephone or electronic mail.

SECTION 6. CANCELLATION OF MEETINGS
Directors shall notify the Secretary if she or he will not be able to attend a regular or special meeting. If a quorum cannot be met for a regular or special meeting, the Secretary shall notify the President and the Secretary will give the Directors/Membership a notice of the cancellation.

1. Meetings of the Board of Directors/Membership shall be presided over by the President of the South King Council of the Blind or, in his or her absence, by a Director appointed by the President, or in his or her absence, by a majority of the Directors present at the meeting. The Secretary of the South King Council of the Blind shall act as secretary of all meetings of the Board/Membership, provided that, in his or her absence, the presiding officer shall appoint another person to act as Secretary of the Meeting.
2. Meetings shall be governed by the most current edition of Robert's Rules of Order, unless such rules are in conflict with these Bylaws, in which case the Bylaws will govern.

ARTICLE X. SUPREMACY

SECTION 1. SUPREMACY
These By-Laws shall be the administrative document for South King Council of the Blind. It is severable in that if any portion hereof be declared void, all other portions shall remain binding and effective.

ARTICLE XI. AMENDMENT OF BYLAWS

SECTION 1. AMENDMENT
Subject to any provision of law applicable to the amendment of Bylaws of public benefit nonprofit corporations, these Bylaws, or any of them, may be altered, amended, or repealed by approval of a majority of the membership thirty (30) days following the proposal date, subject to the governing rules expressed in the Constitution of the South King Council of the Blind.

ARTICLE XII. DISSOLUTION

1. A four-fifths majority vote of the members present and eligible to vote is required to dissolve South King Council of the Blind.
2. All remaining assets of this organization shall be transferred to the Washington Council of the Blind.
3. In the event of the dissolution of the Washington Council of the Blind, all remaining assets shall be transferred to the American Council of the Blind.

ARTICLE XIII. ADOPTION

These By-Laws shall be established upon majority vote of the membership.

These By-Laws shall replace in full the By-Laws enacted on April 9, 2011 and subsequently since amended.