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NCSAB Bylaws

As Ratified on October 29, 1978

Revised on November 4, 2022

ARTICLE I: NAME AND OFFICES

Section 1. NAME:

This corporation is known and designated by the name “National Council of State Agencies for the Blind, Inc.,” hereinafter referred to as the “NCSAB.”

Section 2. PLACE OF INCORPORATION:

The NCSAB is incorporated as a non-profit corporation under the laws of Virginia.

Section 3. OFFICES:

The NCSAB shall maintain its principal office as determined by its State of incorporation (Principal Office). The officers of the NCSAB may establish other offices as deemed necessary to carry out the business of the corporation if such other offices do not violate the laws of the State of incorporation and the NCSAB is duly registered to do business where such other offices are established. All official records of the NCSAB shall be maintained by the NCSAB Secretary and Treasurer.

Section 4. REGISTERED OFFICE OR AGENT:

The NCSAB shall continuously maintain a registered office and/or agent in the jurisdiction in which it is incorporated. The Executive Committee may change the Registered Office and/or appoint the Registered Agent.

ARTICLE II: MISSION AND OBJECTIVES

Section 1. MISSION:

The mission of the NCSAB is to promote through advocacy, coordination, and education the delivery of specialized services that enable individuals who are blind and visually impaired to achieve personal and vocational independence.

Section 2. OBJECTIVES:
  • (A) A FORUM FOR STATE AGENCIES: To provide a specialized forum for administrators of member agencies to study, deliberate, and act upon matters affecting rehabilitation and other services for individuals who are blind or visually impaired.
  • (B) EXPRESSION OF COLLECTIVE VIEWS: To provide a resource for the formulation and expression of the collective points of view of member agencies on all issues affecting the provision of rehabilitation and other services to individuals who are blind or visually impaired.
  • (C) AN ADVISORY BODY TO FEDERAL AGENCIES: To serve as an advisory body to and establish and maintain liaison with the U.S. Department of Education/Rehabilitation Services Administration, and all other federal agencies, as they develop policies and administer programs affecting services for individuals who are blind or visually impaired.
  • (D) A FORUM FOR ISSUE DEFINITION AND RESOLUTION: To work cooperatively with organizations of and for the blind on matters pertaining to rehabilitation and other services to individuals who are blind or visually impaired.
  • (E) COORDINATION AND FACILITATION OF COMMUNICATIONS: To promote and facilitate communications, joint action, and cooperation between the NCSAB and the U.S. Department of Education/Rehabilitation Services Administration, human service organizations or agencies, as well as other organizations whose responsibilities may impact upon the provision of services to individuals who are blind or visually impaired.
  • (F) RESEARCH AND DEMONSTRATION TO IMPROVE PROGRAMS: To encourage, sponsor, or conduct research and/or demonstrations, which can reasonably be expected to lead to improvement in programs and services to individuals who are blind or visually impaired.
  • (G) DISSEMINATION OF INFORMATION: To inform the public of: 1) the ability and capacity of individuals who are blind or visually impaired, 2) the benefits to society derived through the provision of rehabilitation and other services to individuals who are blind or visually impaired, and 3) to otherwise promote the vocational and personal independence of individuals who are blind or visually impaired.
  • (H) ADVOCACY: To advocate, on a planned basis, for the improvement of programs and services to individuals who are blind or visually impaired.

ARTICLE III: MEMBERSHIP

Section 1. ELIGIBILITY:

State Rehabilitation Agencies serving individuals who are blind or visually impaired are eligible for membership in the NCSAB providing such agency is an organizational unit of the government of a state, territory, or possession of the United States which is headed by an individual, hereinafter referred to as unit administrator, who is required to devote full time, or substantially full time, to the day-to-day administration and direction of programs and services to individuals who are blind or visually impaired, and who is responsible for the day-to-day administration of either:

  • (A) A separate state plan for the vocational rehabilitation of the blind or visually impaired under the provisions of the Rehabilitation Act of 1973, as amended.
  • (B) That part of the state plan for vocational rehabilitation which is devoted to the vocational rehabilitation of individuals who are blind or visually impaired under the provisions of the Rehabilitation Act of 1973, as amended.
Section 2. MEMBER IN GOOD STANDING:

Membership in good standing in the NCSAB is achieved by an eligible agency payment of such annual dues as may from time to time be established and by the agency’s commitment to uphold and advance the mission and objectives of the NCSAB as set forth in Article II. A member in good standing is entitled to all the benefits provided by the NCSAB.

Section 3. APPLICATION FOR MEMBERSHIP:

Applications for initial membership in the NCSAB may be made by letter from the unit administrator of an agency thought to be eligible for membership in the NCSAB. Such letter shall be directed to the President of the NCSAB. In the event of any question on the part of the President as to the applicant’s eligibility for membership, the question of eligibility shall be referred to the Executive Committee for determination. Once eligibility and membership have been established, the Treasurer thereafter shall bill the agency for annual dues, and membership shall be continued through payment of dues.

Section 4. CHANGES RESPECTING MEMBER AGENCIES:

In the event of any significant change in the services of a member agency or in the event of a change of its unit administrator, it shall be the duty of the member agency to notify the President of such change, as well as of changes of address and related matters.

ARTICLE IV: MEMBERSHIP DUES

Section 1. PAYMENT REQUIRED:

Membership dues in the NCSAB shall be set by the membership on recommendation of the Executive Committee, and the payment of such dues shall be a condition to the right to vote, to hold elected or appointed office, and enjoy the benefits afforded membership.

Section 2. TIME OF PAYMENT:

Regular dues shall be payable for the calendar year, which calendar year shall also constitute the fiscal year of the NCSAB. Dues for each calendar year must be paid upon receipt of invoices and according to the terms set by the Executive Committee. Timely payment of annual dues is required for the member agency to maintain or establish itself as a “member in good standing” accruing all rights and benefits of membership.

ARTICLE V: MEETINGS

Section 1. REGULAR MEMBERSHIP MEETINGS:

The NCSAB shall hold two annual meetings each year. The place of all regular meetings of the NCSAB shall be fixed by the Executive Committee. The Executive Committee shall be responsible for all meeting arrangements.

Under certain circumstances and with the approval of the Executive Committee, a virtual or hybrid meeting may be conducted on an accessible platform that affords two-way communication among members.

Section 2. SPECIAL MEMBERSHIP MEETINGS:

Special meetings of the NCSAB may be called by the President with the approval of the majority of the Executive Committee or at the written request of twenty-five percent (25%) of the membership. The place of any special meeting shall be determined by the Executive Committee.

Under certain circumstances and with the approval of the Executive Committee, a virtual or hybrid meeting may be conducted on an accessible platform that affords two-way communication among members.

Section 3. NOTICE OF MEMBERSHIP MEETINGS:

Notice of all meetings of the NCSAB shall be given at least thirty (30) days prior to the meeting by mailing (including electronic mail) a tentative agenda to each member agency at its last known address.

Section 4. MEETINGS OF THE EXECUTIVE COMMITTEE:

The Executive Committee shall meet 1) at the call of the President as often as the President judges it is necessary to transact the interim business of the NCSAB or 2) when a meeting is requested by a majority of the Executive Committee. Minutes of the Executive Committee meeting shall be taken, preserved, and approved by the Executive Committee.

Section 5. NOTICE OF EXECUTIVE COMMITTEE MEETINGS:

At least ten (10) days notice of all meetings of the Executive Committee shall be given by the President. The Executive Committee may conduct a meeting by teleconference or virtual platform.

Section 6. QUORUM:

(A) A quorum at all meetings of the membership shall consist of a majority of the members whose dues have been paid as provided for in Article IV.

If a quorum is not present at a meeting and important NCSAB business must be conducted, any NCSAB member may initiate a motion to proceed with business. Upon approval of two-thirds (2/3) of the members present any matter may then proceed to a vote. Any action approved by such votes shall be binding upon all members of the NCSAB.

(B) A quorum at all meetings of the Executive Committee shall consist of a majority of the members of the Committee.

Section 7. MINUTES and REPORTS:

All meeting minutes and reports are not considered official documents of the NCSAB until approved and adopted by the appropriate members. Meeting minutes and reports must be preserved for a period not less than seven (7) years.

(A) Meeting Minutes and Reports of Regular or Special Membership Meetings described in Sections 1 & 2 above shall be distributed to the NCSAB membership prior to the meeting following the meeting(s) for which the minutes were taken.

(B) Meeting Minutes and Reports of the Executive Committee described in Section 4 above shall be distributed to the Executive Committee prior to the meeting following the meeting for which minutes were taken and shall be available upon request by any NCSAB member in Good Standing.

Section 8. RULES OF ORDER:

Meetings shall be conducted in accordance with the provisions of the latest edition of Robert’s Rules of Order, as revised, except that if any requirement of Robert’s Rules of Order is in conflict with a provision of the Bylaws of the NCSAB, the NCSAB Bylaws shall prevail.

ARTICLE VI: ADMINISTRATION

Section 1. EXECUTIVE COMMITTEE:

The interim affairs of the NCSAB shall be conducted by an Executive Committee, which shall consist of the Officers, Past Presidents and elected Directors-at-Large of the NCSAB.

Section 2. AUTHORITY AND RESPONSIBILITY:

The authority and responsibility of the Executive Committee shall include:

  • (A) AGREEMENTS: Entering into agreements with other organizations, when such agreements will facilitate the attainment of the mission and objectives of the NCSAB.
  • (B) BUDGETING: Adopting a budget and establishing policies for collecting, disbursing and accounting of funds. The assets of the NCSAB shall be used only for such purposes as are herein prescribed and in accordance with the authority of the Executive Committee. No income of the NCSAB shall accrue to any individual member, except for reimbursement of actual expenses for work performed on behalf of NCSAB and as approved by the Executive Committee.
  • (C) MEETINGS: Making arrangements for meetings of the NCSAB. The President-Elect shall chair a program committee, consisting of one or more members, which shall be responsible for developing the agenda and completing arrangements for such meetings as authorized or directed by the Executive Committee.
  • (D) COMMITTEE ACTIVITIES: (1) Authorizing the creation or dissolution of standing committees. (2) Hearing and acting on reports of all committees.
  • (E) MEMBER ACTIVITIES: (1) Assigning functions and duties to members of the NCSAB. (2) Recruitment and retention of members.
  • (F) POLICY FORMULATION: Promulgating policies needed to carry out the mission and objectives of the NCSAB.
  • (G) MANAGEMENT: Hiring and/or arranging for the necessary person(s) or organization(s) to conduct assigned functions of the NCSAB.
  • (H) REPORTING: Reporting to the general membership of the NCSAB regarding the activities of the Executive Committee and the organization.
  • (I) RESOLUTIONS: Ensuring that all resolutions which should come before the general membership of the NCSAB are properly prepared, presented, and considered.
Section 3. PROHIBITIONS:

The Executive Committee is prohibited from:

  • (A) Undertaking current or recurring financial commitments for the obligation or expenditure of funds exceeding the available unobligated resources of the NCSAB.
  • (B) Obligating future Executive Committees in undertakings unless the successor Executive Committee or Committees has the right to review and ratify or rescind such undertakings.
  • (C) Initiating litigation against a member agency, a unit administrator of such agency or his/her designated representative. Such litigation may only be undertaken by the Executive Committee when authorized by an affirmative vote of three-fourths (3/4) of the membership by written ballot.
Section 4. DUTIES:

Members of the Executive Committee and their individual duties are:

  • (A) THE PRESIDENT: The duties of the President shall include: 1) presiding over the meetings of the NCSAB and its Executive Committee; 2) submitting to the Executive Committee, within sixty (60) days of the assumption of office, the names of members to serve on all standing and special committees; 3) supervising the work of the Executive Committee; 4) directing and leading long range planning activities and, 5) representing the NCSAB wherever such official representation is needed. Notwithstanding, the President shall have authority to act expeditiously, within established policy, in the best interest of the NCSAB when prompt action is required. Full details of any action taken under this provision shall be promptly reported to the Executive Committee.
  • (B) THE PRESIDENT-ELECT: The President-Elect shall 1) perform the duties of the President when the President is unable to do so, 2) participate with the President in long range planning activities, 3) serve as chair of the Nominations Committee, 4) serve as chair of the Program Committee and 5) perform such other duties as may be assigned by the President or Executive Committee.
  • (C) THE SECRETARY: The Secretary is responsible for 1) taking, preserving, and distributing minutes of all proceedings of the NCSAB or its Executive Committee to the membership on a timely basis, 2) maintaining a current NCSAB membership directory and email listserv, 3) filing appropriate reports with the Secretary of State where the NCSAB is incorporated or other states as appropriate, and 4) participating with the President in long range planning activities. The Secretary may designate a staff from within the Secretary’s agency to assist. In the event, that the Secretary is unable to attend meetings of the NCSAB or of the Executive Committee, the President may appoint a designee. The Secretary shall perform such other duties as may be assigned by the President or Executive Committee.
  • (D) THE TREASURER: The Treasurer is responsible for 1) preparing and submitting a budget to the Executive Committee for approval, 2) billing and collecting dues from member agencies, 3) disbursing and accounting for the funds of the NCSAB in accordance with its established policies and procedures, 4) investing NCSAB funds in accordance with directives of the Executive Committee and, 5) participating with the President in long range planning activities. The Treasurer shall make the financial records and books of the NCSAB available for inspection by any person appointed by the Executive Committee as an official representative to the NCSAB. Reports describing all financial transactions shall be made to the membership at regular meetings, and there shall be at least one end of the year comprehensive annual Treasurer’s Report to the members. This report shall be submitted to the succeeding President and Treasurer within the first 60 days of the new fiscal year. The Treasurer shall perform such other duties as may be assigned by the President or Executive Committee. All bookkeeping, tax records, bank records and reports are to be maintained and preserved for a period of not less than seven (7) years.
  • (E) DIRECTORS-AT-LARGE: Five Directors-at-Large are elected by the general membership of the NCSAB. The Directors-at-Large shall 1) facilitate on-going communications between members of the NCSAB and the Executive Committee, 2) generally assist the other members of the Executive Committee in connection with the matters specified in Article II of these Bylaws, and 3) perform such other duties as may be assigned by the President or Executive Committee.
  • (F) PAST PRESIDENTS: In order that the NCSAB may benefit from the experience of Past-Presidents of the organization, they shall serve as full members of the Executive Committee. A Past-President may also serve as an elected officer of NCSAB. They will also represent the NCSAB or the Executive Committee at the request and appointment of the President or Executive Committee in matters requiring such representation, and perform such other duties as may be assigned. The immediate Past President will participate with the President in long range planning activities.
Section 5. ORDER OF SUCCESSION:

When the presidency is vacated, the President-Elect shall serve as President, serving as President for the balance of the term and then beginning the full term as President in the next fiscal year. The President shall call an emergency Executive Committee meeting for the purpose of nominating and electing an interim President-Elect to serve out the remainder of the term of the President-Elect until the next regular election of NCSAB.

When both the office of the President and the President-Elect become vacant concurrently, the most immediate Past-President shall assume the duties of President and the office of President-Elect shall be filled as noted above. At that time, the vacancies shall be filled by election for the remainder of the term, if any remains.

Section 6. VACANCIES:

Any vacancy in any office other than the offices of President or President-Elect, which occurs because of succession, death, resignation, removal, disqualification or any other reason except completion of the term of office, shall be filled by appointment of the President. The President shall fill any such vacancy with a unit administrator who shall serve as an officer or director until regular elections are held at the next fall meeting of the NCSAB.

Section 7. REMOVAL OF OFFICERS OR DIRECTORS:

The Executive Committee may recommend the removal of any officer or director whenever in its judgment the individual’s continued service would be severely detrimental to NCSAB. The full membership shall act on the Executive Committee’s recommendation in a regular or special meeting. A written request to the Executive Committee, signed by two-thirds (2/3) of the membership, will be considered a mandate for the Executive Committee to initiate action for removal of a given officer or director. The officer or director shall be removed following a majority affirmative vote of the membership.

Section 8. COMPENSATION:

The individuals elected to the offices described in Article VI, Section 4, of these Bylaws shall serve without compensation or remuneration, except those expenses actually incurred in carrying out official responsibilities in accordance with the Bylaws. The reimbursement of expenses shall be approved by the Executive Committee of the NCSAB.

Section 9. OTHER STAFF:

The Executive Committee may from time to time secure clerical, technical, legal, or other professional services deemed necessary for more effectively accomplishing the mission and objectives described in Article II. Such services may be obtained on such terms and conditions as appear necessary and prudent.

Section 10. TERMS OF OFFICE:

The terms of all elective officers and directors of the NCSAB shall be for a period of one year, to coincide with the fiscal year of the organization (i.e., January 1 through December 31). Except for the order of succession to the Presidency, any officer or director may be re-elected for any successive number of terms of office.

Section 11. REPRESENTATION BEFORE THE COUNCIL OF STATE ADMINISTRATORS OF VOCATIONAL REHABILITATION (CSAVR):

NCSAB members serving on the Executive Committee of CSAVR shall promote the mission of NCSAB to the fullest extent allowed by the CSAVR Constitution.

Section 12. RATIFICATION:

Any and all actions of the Executive Committee may be reviewed and ratified, disaffirmed or rescinded in whole or in part at any subsequent meeting of the members by a majority vote of those present and voting thereon. Only those casting an affirmative or negative vote shall be considered as voting thereon.

ARTICLE VII: COMMITTEES

Section 1. STANDING COMMITTEE(S):

The President shall appoint the chair and members of each committee.

Section 2. SPECIAL COMMITTEES:

Special committees may be appointed, modified, continued, or abolished on an ad hoc basis, upon the recommendation of the President and with the approval of the Executive Committee. When special committees have been authorized by the Executive Committee, the President shall appoint the chair and members of each committee.

Section 3. ELIGIBILITY:

In order for an individual to serve on any standing or special committee of the NCSAB that individual must be 1) the unit administrator of a member agency or 2) a staff person of the member agency who is nominated by that state agency administrator. The practice of encouraging other individuals from member agencies to participate in the committee work of the NCSAB is favored. The chair of each committee may invite other non-members in order to obtain expertise and information for the work of the committee.

ARTICLE VIII: ELECTIONS

Section 1. ANNUAL ELECTIONS:

At the regular fall meeting of the NCSAB, the following officers and directors shall be elected:

  • (A) President-Elect
  • (B) Secretary
  • (C) Treasurer
  • (D) Five (5) Directors-at-Large
Section 2. AUTOMATIC SUCCESSION:

The outgoing President shall become the immediate Past-President and the President-Elect shall succeed to the Office of the President.

Section 3. ELIGIBILITY:

Any unit administrator representing a member agency in good standing shall be eligible to hold office in the NCSAB.

Section 4. NOMINATING COMMITTEE:

At least sixty (60) days prior to the annual fall meeting of the NCSAB, a nominating committee shall be constituted consisting of the President-Elect as chair, the President or the President’s designee, and three (3) members appointed by the President. In the absence of the President-Elect, the immediate Past President shall serve as chair.

Section 5. CONDUCT OF ELECTION:

During the regular fall meeting of the NCSAB, at a time to be fixed by the President, the Nominating Committee shall report recommendations for each of the officers and directors of the NCSAB. The President shall then call for nominations from the floor. After the nominations for each have closed, the election for that office shall ensue. The candidate receiving the highest number of votes of those present and casting a vote shall be elected to that office. Voting may be by secret ballot or by roll call vote as the membership present and attending may determine.

In the event the meeting is not in person or hybrid, an alternative method of voting may be selected by the Executive Committee including electronic methods.

ARTICLE IX: REPRESENTATION OF MEMBER AGENCIES

The unit administrator shall be entitled to represent the member agency in the NCSAB and may cast the single vote of the member agency. The unit administrator shall enjoy full privileges of participation in all meetings and other activities of the NCSAB.

Each unit administrator shall be entitled to one vote. A unit administrator may delegate their voting authority to another unit administrator (proxy) if they are unable to attend a meeting requiring a vote. No unit administrator shall be allowed to hold more than three proxies per meeting requiring a vote.

When the unit administrator is unable to personally represent the agency on or before the NCSAB, that individual shall have the right to designate, in writing, a staff member or another unit administrator from within the agency to represent the agency, who shall enjoy the full rights and privileges of the unit administrator, except for the purpose of serving as an officer or director of the NCSAB. The individual chosen from within the agency designated to represent the unit administrator may also serve on NCSAB committees and may also be appointed by the President to serve as a committee chair.

ARTICLE X: AMENDMENTS

These Bylaws of the NCSAB may only be amended or revised at a meeting of the membership.

Section 1. NOTICE:

The notice and text of any proposed amendment or revised Bylaws shall have been communicated to each member of the NCSAB at least thirty (30) days prior to the meeting at which any amendments are to be considered. The NCSAB Secretary shall email or communicate to each member using the member list from the NCSAB website at the date of the communication.

Section 2. WAIVER OF NOTICE:

The requirement of the notice may, however, be waived by the consent of four-fifths (4/5) of the members present and eligible to vote at any meeting.

Section 3. METHOD OF ADOPTION:

In order for any amendment to be made under this section to these Bylaws, such amendment shall require an affirmative vote by two-thirds (2/3) of those present and eligible to vote at the meeting at which the amendments are considered.

ARTICLE XI: DISSOLUTION

If the NCSAB should ever be dissolved, its remaining assets shall be used only for purposes and in such manner as is herein described. In no case, shall such remaining assets accrue to the benefit of any individual.