NRAER By-Laws

Bylaws

Approved by membership 06/20/13

ARTICLE  I. Name

1. The name of this organization shall be the Northern Rockies Chapter of the Association for the Education and Rehabilitation of the Blind and Visually Impaired (AER) aka ASSOCIATION FOR EDUCATION AND REHABILITATION OF THE BLIND & VISUALLY IMPAIRED Northern Rockies Chapter.

2. The Northern Rockies chapter of the Association for Education and Rehabilitation of the Blind and Visually Impaired shall hereafter in these bylaws be referred to as the "Chapter".  

ARTICLE   II.  Purpose

The purpose of this chapter shall be to involve interested parties of the states of Idaho, Montana, and Wyoming and other states and provinces that join this Chapter in the promotion, development, and improvement of all phases of education and rehabilitation of the blind and visually impaired persons of all ages and accomplished through ways as outlined in the general constitution of the Association.

ARTICLES  III.  Membership

1. Officers: The officers of the Chapter shall be president, president-elect, past-president, secretary, treasurer, state representatives, and parliamentarian.

2. Qualification: Any individual member who has paid regular membership due by the time the election of officers occurs is eligible to hold office. The secretary must verify membership or have dues in hand of the nominated candidate. State representatives must reside in the state they are representing. No two Chapter offices can be held concurrently by the same person although officers may also hold regional or national office.

3. Elections: The office of the president of the Chapter shall be filled by succession of the president-elect. The elections of the Chapter shall occur only once every two years and shall be held in the even numbered years at the annual business meeting of the chapter. No person may hold the same offices for more than one term in succession other than parliamentarian.

4. "Term: Except for treasurer, the term for an office shall be two years and shall commence at the conclusion of the business meeting held during the annual conference and shall run concurrently. The term for treasurer shall be four years. The outgoing treasurer may delay the transfer of monetary accounts and records to the new treasurer for up to 90 days following an election or at the discretion of the president and/or official board for the sole purpose of paying outstanding bills and filing the annual report, the IRS 990-N, and the Secretary of State report.

5. Vacancies: In the event of a vacancy in the office of president, the president-elect shall serve the remainder of term shall assume the president and upon completion of said term shall be replaced by a majority vote of the official board which shall consist of the Chapter officers and state representatives.

6. Duties of Offices:

6.1 The president shall preside at all meetings of the membership and Chapter Board.

6.2 The immediate past-president shall chair the Nominations Committee or delegate such authority and shall vote on the Chapter Board.

6.3 The president-elect shall serve as the assistant to the president and in the absence of the president shall preside at the meetings of the members of the membership and Chapter Board. (Note: The president-elect customarily oversees the chapter awards although this is not an official function specified in the by-laws).

6.4   The secretary shall be responsible for the records (Appendix A) of the Chapter and shall have the minutes of the meetings prepared in proper order. The secretary shall conduct routine correspondence as directed by the president and/or Chapter Board and shall see that records are transmitted to his/her successor at the completion of their term of office. He/she shall publish a minimum of two newsletters per year to Chapter membership and shall keep up-to-date records of the membership. The secretary will mail an official proxy form to all members at least one week prior to annual meeting.

6.5 The treasurer shall manage a chapter checking and/or savings account, shall pay all the bills of the chapter, and shall keep an accurate record of all income and expenses. The treasurer shall also prepare a detailed financial statement for each yearly business meeting of the board and chapter and shall file the annual report  to the national office.  The Treasurer shall file the IRS Form 990-N 501 (c)(3) annually. The treasurer shall prepare an annual report and submit it to the Secretary of State.  These reports shall be made available to the Board. The treasurer shall be bonded or the signature of the president shall also appear on all written checks of this chapter.

6.6   The state representative shall serve as state membership chairman and shall promote memberships throughout the state. He/she shall vote on the Chapter board and shall keep other board members notified of events in his/her state. Each state in the Chapter shall be entitled to one state representative. Should the representative be from a host state of an annual conference, he/she shall organize a planning committee for the annual conference if the chapter president or president or president-elect does not reside in the state.

6.7   The parliamentarian, unlike other officers, can serve an unlimited number of terms. The parliamentarian will insure all meetings are run by parliamentary law as contained in Roberts Rules of Order, Revised, will insure proper continuity of the chapter in case the president or board fails to do so, will provide a semi-permanent/alternate address for the business of the chapter, and will secure the charter, a history and a copy of the minutes of the chapter meetings and any other records so directed by the president or board. The parliamentarian will be a voting member of the board and may vote at general business meetings if necessary.

6.8 Compensation: Officers of the Chapter shall serve without compensation other than expenses occurred in the operations of duties for the Chapter that shall not include labor. The official board shall approve of all special payments for expenses.

ARTICLE V. Chapter Board

1. Authority: The Chapter Board shall consist of all, officers and state representatives from member states and provinces.

2. Board Members: Board Members may serve more than one term on the next election. Board members may serve more than one term on the Chapter board provided they hold a different Chapter office each term.

3. Quorum: No Business of the Chapter shall take place without a quorum of the Chapter Board present. A quorum shall consist of the presence of imajorjy)of the currently occupied seats on the Chapter Board.

4. Purpose: The purpose of the Chapter Board is to conduct business of the Chapter between annual meetings.

5. Meetings: The Chapter Board shall meet as often as necessary at the discretion of the president, president-elect, secretary or treasurer.

6. Resignations: Any Board Member or officer may resign at any time with written notice to the secretary-treasurer and/or president.

7. Removal of a Board Member: Any one or more of the board members may be removed with cause by action of a majority vote of the Chapter Board.

8. Vacancies: Vacancies on the Chapter Board can be filled by appointment with a majority approval of the Chapter Board.

9. Votes: Each member of the Chapter Board shall have the right to debate any question before the Board and other assemblies of the Chapter and shall have one vote. No officer other than a state representative is permitted to assign the vote possessed to someone else. A state representative can appoint an alternate with the majority approval of the Chapter Board.

ARTICLE  VI. Meetings

1. Annual Meetings: The Chapter, under the direction of the board, shall provide for the membership an annual conference or other professional meeting. During a year when a regional or national AER conference is in reasonable proximity to the states, the membership may vote to attend that conference in lieu of holding a chapter conference. The Chapter Board, led by the president, shall also provide for business meetings of the Chapter, which shall normally be held during the annual conference.

1.1 Time and Place: The place of the annual meeting shall be  rotated. The host state of an annual meeting shall be designated two years in advance by the Chapter Board. The convention planner may determine the location for the conference within that state.

1.2 Purpose: The purpose of the annual conference shall be to promote the purposes of the Chapter and the interest of its membership.

1.3 Financing: The program planner shall plan program expenses that shall be within the general scope of generated income from the registration fees at the conference. Although the Chapter encourages conferences to be self supporting, advances may be drawn, if necessary, from the treasury provided an itemized budget on income and expenses of the conference shall be presented to the Chapter president 60 days prior to the conference.

2. Special Meetings of the Total Membership: Special meetings of the members may be called at any time by the president or a majority of the board. Members must receive written notice at least two weeks before the date of the scheduled meeting.

ARTICLE  VII. Elections

1.  Purpose: The purpose of elections shall be to determine, by a majority vote, the following officers of the Chapter: president, president-elect, secretary, treasurer, state representatives, and parliamentarian.

2.  Electorate: All regular and associate members are eligible to vote for officers.

3.  Frequency: Elections shall occur every two years in the even-numbered years.

4.  Procedures:

4.1  Before an annual business meeting requiring election of officers, the immediate past president or the appointed replacement shall call a meeting of a nominating committee. The nominating committee shall consist of a .member from each state in the Chapter. The nominating committee shall propose names for the office of president-elect, secretary, treasurer, state representatives, and parliamentarian. Before nominating these people, the committee shall have obtained approval from these candidates to have their names paced in nomination and explain the duties of each office to them. Candidates who have not paid dues may be nominated if dues are given to the secretary or president before the election. No candidate can be officially nominated or elected who has not paid dues prior to the election.

4.2  The president shall recognize all eligible nominations from the floor as well as from the nominating committee. Those nominees receiving a majority of the membership vote shall be considered elected members. Members may vote by proxy provided the form used is the official mailed proxy and the designated representative a member. The parliamentarian shall rule, when necessary, on the validity of any questionable proxy votes. In the case of a tie vote, the membership will continue to vote on all members nominated for the position until a majority vote is reached, as outlined in Roberts Rules of Order.

ARTICLE  VIII. Amendments

1. These Bylaws may be amended at any business meeting held during the annual business meeting or by mail ballot involving the entire voting membership of the Chapter.

2.  The amendment shall originate in one of the following manners:

1) submission by petitions of at least five members of the Chapter, or

2) submission by a majority vote of the Chapter Board.

3. Notification: A proposed amendment shall be submitted to each member of the board at least four hours prior to an official board meeting. It shall, in turn, be submitted no less than six hours to the entire membership prior to a general business meeting. Any alteration in this rule allows the parliamentarian to declare a yes vote void should he/she decide.

4.  Adoption of amendments: Adoption of proposed amendments requires a quorum and an affirmative vote of at least two-thirds of the voting membership present at a business meeting of the Chapter or the affirmative vote of at least two thirds of mail ballots returned.

ARTICLE  IX. Quorum

1.  A quorum at a regular business meeting shall be constituted by the presence of at least 20% of the chapter membership including a majority of the board.

ARTICLE  X. Budget and Fiscal

1. The Chapter may accept gifts or donations from interested individuals or groups for the general purpose of the Chapter or for special projects.

2.  All income shall be received by the treasurer and /or president. All monies shall be put into the Chapter account and approved by the president. All funds                  deposited shall be reported to the treasurer in a name determined by the board.

3.  Regular Expenditures: Regular expenditures of the Chapter shall be made with the approval of the treasurer and president or president-elect.

4. Other Expenditures: Expenditures, which are not ordinarily incurred, shall be approved by a majority of the Chapter Board.

5.  A Conference Budget should be prepared by the Conference Committee and submitted to the Board for majority approval.

ARTICLE Xl. Parliamentary Authority

1.  Robert's Rules of Order: The Chapter, except as otherwise provided in the Bylaws or in rules adopted by the board, shall be governed in all meetings by parliamentary law as contained in Robert's Rules of Order, revised.

2.  Parliamentarian: Upon the opening of membership business and meetings of the Chapter Board, the president shall announce the name of the parliamentarian.

ARTICLE XII. Tax-Exemption Status

1. Said organization is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations under Section 501 (c) (3) of the Internal Revenue Code

 (or the corresponding section of any future Federal Tax code).

2.  No part of the net earnings of the organization 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 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 (a) (3) of the Internal Revenue Code (or corresponding section 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).

3. Upon the dissolution of this organization assets shall be distributed for one or more exempt purposes within the meaning of Section 501 (C) (3) of the internal Revenue Code, or corresponding section of any future Federal Tax Code, or shall be distributed to the Federal government, for public purpose. However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this organization shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in section 501 ( c ) (3) of the Internal Revenue Code (or corresponding section of any future Federal Tax Code).

Article xiii: AFFILIATIONS OF NRAER WITH OTHER ORGANIZATIONS

It is the policy of NRAER to work in coalition and cooperation with other organizations both within and outside the field of services to persons who are blind and visually impaired.

Presidential appointments to represent NRAER with these or other organizations both within and outside the field of blindness shall not extend beyond the term of the appointing President.

Individuals representing NRAER in outside groups and activities have the responsibility to regularly update the NRAER Presient and produce written reports for the NRAER Board of Directors as requested.

ARTICLE XIV: CODE OF ETHICS

It is the policy of NRAER to follow the Code of Ethics Guidelines set forth for all AER Membership by AER and made available on the AER website home page under About AER.

ARTICLE XV: FISCAL YEAR

It is the policy of NRAER that the fiscal year follow the calendar year.

PROCEDURES

Awards Procedure

Although not an official part of the Bylaws, the Chapter customarily gives out two honorary awards every odd year during the business meeting. The Frank Smith Award is given to the person who has done the most for the visually impaired in the tri-state region. The H. Smith Shumway Award is given to the person who has done the most for the Chapter.

1. During the spring of an odd year, the president elect or appointed person is in charge shall solicit nominations for the awards from the membership. This can be done through the mail or through the spring newsletter with a stated deadline.

2.  Following the deadline, the president-elect shall submit the nominated names to the board if there is more than one nominee. Those nominees receiving at least one vote from the board will be sent to membership for a vote. The nominee receiving the most votes from the membership following a stated deadline shall be declared the award winner.

3.  The president-elect shall prepare two plaques with the winners' names and announce the winner at the annual business meeting of the conference.

Appendix A. Record Retention

Policy (AER,  August 1, 2014)

It is the policy of Association for Education and Rehabilitation of the Blind and Visually Impaired (AER) to retain records as required by law and to destroy them when appropriate. The destruction of records must be approved by the Executive Director, and logged into the Organization’s Destroyed Records Log. The formal records retention policy of AER is as follows:

Accident reports/claims (settled cases)             7 Years

Accounts payable ledgers and schedules          7 Years

Accounts receivable ledgers and schedules      7 Years

Audit reports                                                                         Permanently

Bank reconciliations                                                             3 Years

Bank Statements                                                                  3 Years

Cancelled Checks                                                             7 Years

Contracts, mortgages, notes and leases:

  Expired                                                                                               7 Years

  Still in effect                                                                         Permanently

Correspondence:

  General                                                                                2 Years

  Legal and important matters only                                   Permanently

  Routine with customers and/or vendors                       2 Years

Deeds, mortgages and bills of sales                                  Permanently

Depreciation schedules                                        Permanently

Duplicate deposit slips                                                        3 Years

Employment applications                                                   3 Years

Expense analyses/expense

   distribution schedule                                                     7 Years

Financial statements                                                            Permanently

General ledgers/year end trial balance                       Permanently

Insurance policies (expired)                                               3 Years

Insurance records (policies, claims, etc.)                     Permanently

Internal reports                                                                    3 Years

Inventories of products, materials and supplies             7 Years

Invoices (to customers, from vendors)                        7 Years

Journals                                                                                  Permanently

Minute books of directors, bylaws and charters           Permanently

Notes receivable ledgers and schedules                    7 Years

Payroll records and summaries                                   7 Years

Personnel records (terminated)                                  7 Years

Petty cash vouchers                                                     3 Years

Property records (incl. depreciation schedules)                Permanently

Purchase orders                                                                   7 Years

Retirement and pension records                                       Permanently

Sales records                                                                         7 Years

Subsidiary ledgers                                                                7 Years

Tax returns and worksheets, examination reports

  and other documents relating to determination

  of income tax liability                                                        Permanently

Time sheets/cards                                                                7 Years

Trademark registrations and copyrights                      Permanently

Training manuals                                                                  Permanently

Withholding tax statements                                               7 Years

 Appendix B. - Reporting Potential Misconduct

I.        Purpose and Overview:  The Association for Education and Rehabilitation of the Blind and Visually Impaired (AER) expects all members of the AER community to observe high standards of business and personal ethics in discharging their duties and responsibilities. This policy has been developed with these obligations in mind. This policy also is intended to encourage and enable individuals to raise serious concerns within AER, and to define a process to address these concerns.

II.       Scope of Policy:  This policy covers instances in which an individual affiliated with AER — such as a Board member, staff member, or volunteer — discovers or suspects misconduct, including but not limited to theft, fraud, embezzlement, kickbacks, diversion of AER funds for personal use, questionable financial practices, or other violations of applicable laws or regulations. If an individual submits a report under this policy that is more appropriately addressed under a different policy, the report may be referred to the appropriate person or office for resolution.

III.      Reporting Violations and Suspected Violations:  All members of the AER community have a responsibility to report known or suspected misconduct within AER in accordance with this policy.  AER encourages individuals to share their questions, concerns, suggestions, or complaints regarding misconduct with someone who can address them properly. AER expects organizational administrators to maintain an open-door policy and to follow the processes in this policy when they receive a report concerning known or suspected misconduct by AER.

A.      Initial step:  In most cases, an employee should report the known or suspected misconduct to his or her supervisor or department head. Volunteers are also encouraged to report known or suspected violations; such reports typically should be made to the Executive Director.

B.       Report contents:  Reports of known or suspected misconduct should contain the name and title of each employee or representative against whom any allegation is being made, and a specific description of the misconduct, including dates, times, and any other relevant information needed to substantiate the allegations. In addition, the person should describe how he or she learned this information, such as first-hand observation, a report from another person, etc.

C.       Anonymity and requests for confidentiality:  A report may be made anonymously; however, it is critical that individuals reporting anonymously provide sufficient detail to permit an adequate investigation. In addition, a person may identify himself or herself but request that his or her identity, or details that would reveal his or her identity, be kept confidential. Confidentiality will be maintained to the extent feasible, given the need to conduct an adequate investigation.

D.      Guidance for individuals who receive a report:  In all situations, an employee who receives a report alleging known or suspected misconduct must promptly notify the head of Human Resources, who in turn must notify Executive Director. If the allegations are against the Executive Director of AER, the President of the Board will determine the proper method of investigating the report.

IV.     Process for Handling Reported Violations

A.      Role of Human Resources and Executive Director:  The Office of Human Resources is responsible for providing guidance to management, investigating all reported complaints and allegations concerning violations of this policy, confidential record-keeping, and advising the Executive Director of all reports and outcomes. Matters may be reassigned to another office or department for investigation when deemed appropriate by the Executive Director. The Executive Director will keep the President of the Board informed, and, where appropriate, the Board Audit Committee.

B.       Acknowledgement and investigation:  When the person reporting identifies himself or herself, the assigned investigator will promptly acknowledge receipt of the known or suspected violation and may also seek additional detail about the substance of the report. All reports will be promptly investigated, and appropriate corrective action will be taken if warranted by the investigation. If the person reporting includes his or her identity, the assigned investigator will inform that person when the investigation has been concluded. Due to the sensitive nature of such investigations, specific details might not be shared.

V.      Confidentiality:  All aspects of any investigation under this policy will be kept confidential to the extent possible and reasonable in light of controlling laws and policies.  

VI.     No Retaliation:  Retaliation against anyone who in good faith makes a report or complaint under this policy is strictly prohibited. Retaliation can be reported under this policy in the same manner as financial misconduct. Good faith under this policy means that the individual submitting a report under this policy must have reasonable grounds for believing the information disclosed reflects a violation or suspected violation. Any member of the AER community who retaliates against someone who has reported a violation in good faith is subject to discipline up to and including termination of employment, or if not an employee, other sanctions appropriate for the person’s role or position.

1.       Is there an AER Record Retention and Document Destruction policy? YES,
IT IS APPENDIX O OF THE AER POLICY & PROCEDURES MANUAL

2.   Can we say a majority for a quorum or does it need to say 2/3? YOU CAN
HAVE IT SAY WHAT YOU WANT, BUT YOU SHOULD TRY TO FOLLOW THE AER BYLAWS AS
MUCH AS POSSIBLE

3.  Should we have by-laws in place for collaboration and partnership with
other agencies  (Lions) YOU DON'T NEED THIS INCLUDED IN BYLWAS.  YOU CAN
DESCRIBE THE PARTNERSHIPS IN YOUR P&P MANUAL

4.  Do you have a copy of a Whistle-Blower Policy? Can we use it? YES, IT IS
APPENDIX J OF THE AER P&P MANUAL

5.  Fiscal Year Determination is not in our By-Laws. Is that set at the
national level? NO, YOUR CHAPTER WAS CREATED 100% INDEPENDENTLY. YOU DECIDE
WHAT YOUR FISCAL YEAR SHALL BE

6.  Investment Policies - are these at the national level? Can we invest on
our own?  SINCE YOU ARE INDEPENDENT, YOU ARE FREE TO INVEST IN THE BEST
INTEREST OF YOUR MEMBERS

WE NEED A BUDGET FOR THE CONVENTION – RECOMMENDED TO THE BOARD BY THE GROUPE article x3.

2.
a.  A Fund Raising Plan? YOU SHOULD ALWAYS CREATE A FUNDRAISING PLAN

b.  Quid Pro Quo Contributions? THESE AND ALL THE ITEMS BELOW YOU SHOULD
HAVE IN YOUR P&P MANUAL

c.   Donor Confidentiality Policy?

d.  Gift Acceptance Policy?

e.  Sponsorship and Endorsements?

f. Event Record Keeping?

g.  In-Kind Donations?

h.  Commissions?

I.  Board Member Fundraising Expectations?

                                                            i.  Can this
be membership recruitment?

8.  Do we have to have a sexual harassment policy since we are on a
volunteer board? YES, YOU SHOULD DEVELOP ONE.  VOLUNTEERS CAN EXPERIENCE
HARASSMENT FROM OTHER BOARD MEMBERS.