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Draft Bylaws Merged Chapter of Oklahoma and Arkansas

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BYLAWS OF MERGER ASSOCIATION FOR EDUCATION AND REHABILITATION OF THE BLIND AND VISUALLY IMPAIRED

ARTICLE I. NAME AND GEOGRAPHICAL AREA

Section 1.1 Name 

The name of this organization shall be MERGER and shall be known in abbreviated form as MERGER. MERGER is a Chapter of the Association for the Education and Rehabilitation of the Blind and Visually Impaired, AERBVI, and is subject to all its rules and regulations. 

Section 1.2 Geographical Area 

The geographical area encompassed by MERGER shall be (Missouri), Oklahoma, (Kansas), and Arkansas.

ARTICLE II.  PURPOSE

The purpose of MERGER shall be to empower, encourage, and educate professionals who work in all phases of education and rehabilitation of individuals who are blind or visually impaired. The following goals will be utilized to promote this purpose: 

Goals 

1. Empower its members by providing a platform to communicate professional concerns, by providing a collective voice to speak to issues in the field that impact members and those they serve and by upholding professional standards. 

2. Encourage members through presenting awards for exemplary service and through challenging professional growth by encouraging members to present at conferences and training seminars. 

3. Educate members by developing trainings, planning conferences, and facilitating collaborations with other individuals and organizations who impact the lives of individuals who are blind or visually impaired.

ARTICLE III.  MEMBERSHIP

Section 3.1 Eligibility 

The membership of MERGER shall be open to all persons, agencies, and organizations interested in services to blind and visually impaired persons. All members who are members in good standing at the national level are eligible for membership in MERGER.

Section 3.2 Non-Discrimination

No person, agency, or organization otherwise eligible shall be denied membership in MERGER on the basis of age, sex, race, religion, national origin, disability or marital status.

Section 3.3 Memberships

The memberships in MERGER shall consist of individual and corporate/organizational memberships as established by the International AERBVI office. The membership shall serve as the policy-making body of the Chapter. It shall elect the Board and Officers of the Chapter. There shall be one vote per member.

Section 3.4 Membership Fees

Dues for individual and corporate/organizational members are established by the Board of Directors of the International AERBVI office and are renewable annually. MERGER shall not charge any amount in excess of the Association Dues amount.

ARTICLE IV.  OFFICERS

Section 4.1. Officers

The officers of MERGER shall be President, President-Elect, Secretary, Treasurer, and Immediate Past-President. To ensure fair representation, officers serving on the Board of Directors shall include individuals from each participating state whenever possible. 

Section 4.2 Qualifications of Officers

Any individual voting member of MERGER shall be eligible to serve in any office. No two (2) offices may be held concurrently by the same person, except as provided in Section 4.5 Vacancies.

Section 4.3 Election

The office of President shall be filled by succession of the President-Elect. The membership shall elect a President-Elect, a Secretary, and a Treasurer. The said election shall occur only once every two (2) years. 

Section 4.4 Terms of Office

The term of office shall be two (2) years for the President, President-Elect, Secretary, and Treasurer. and shall commence upon adjournment of the business meeting on the year of the election. The Immediate Past President shall hold a term of office of one (1) year.

Section 4.5 Vacancies

In the event of a vacancy in the office of President, the President-Elect, while retaining that office, shall succeed to President. If a vacancy occurs in the office of President-Elect more than six months before the next biennial election of officers is scheduled to take place, there will be a special election for the President-Elect with candidates nominated by the Board. The individual(s) seeking the office of President or President-Elect to fill a vacancy shall have previous experience on the Board. If a vacancy in the office of President-Elect occurs within six months of the next scheduled biennial election, there shall be no replacement until the biennial election of officers at which time there shall be elected a President and a President-Elect. In the event of a vacancy in both the offices of President and President-Elect, the Immediate Past President shall serve as acting President until the President and the President-Elect are replaced in an election according to the procedures above. In the event of a vacancy in the offices of Secretary or Treasurer, the Board shall appoint a qualified successor who shall serve for the remainder of the term vacated. If the Immediate Past President is unable to serve for any reason, the Executive Committee will appoint a qualified person(s) to fulfill responsibilities of that office, as deemed necessary. 

Section 4.6 Duties of Officers

All officers shall have such authority and perform such duties as are described in these Bylaws, as may be delegated to them from time to time by the Board, and as may be required by law or customary practice. The Executive Officers may be required to be bonded for the faithful performance of these duties.

Section 4.6.1 President 

The President shall preside at all meetings of the membership and the Board. The President shall serve as the Chair of the Program Committee for all MERGER conferences. The President shall be one of the authorized signers on the MERGER bank account. The President shall either attend or appoint a designated person to attend Council of Chapter President meetings held by International AERBVI. The President shall serve as the official representative for MERGER in response to any third-party requests for information or statements.

Section 4.6.2 President-Elect 

The President-Elect shall serve as assistant to the President, and, in the absence of the President, shall preside over meetings of the membership and the Board of Directors. The President-Elect shall be one of the authorized signers on the MERGER bank account. The President-Elect shall serve as a member on the Finance Committee. 

Section 4.6.3 Secretary 

The Secretary shall be responsible for the records of the MERGER and shall have the minutes of meetings prepared in proper order. The Secretary shall conduct routine correspondence as directed by the President and/or Board of Directors and shall see that records are transmitted to the successor at the completion of his/her term of office. The Secretary shall preside at Board meetings in the absence of the President, President-Elect, and Immediate Past President. The President shall appoint someone to take minutes in the absence of the Secretary at a meeting. 

Section 4.6.4 Treasurer 

The Treasurer shall see that regular financial statements are prepared in accordance with recognized accounting principles. The Treasurer shall prepare and distribute updated Financial Reports at each board meeting. The Treasurer shall be one of the authorized signers on the MERGER bank account. The Treasurer shall be the chair of the Finance Committee. The Treasurer shall submit the appropriate Internal Revenue Service (IRS) 990 form and Secretary of State filings in a timely manner.

Section 4.6.5 Immediate Past-President 

The Immediate Past President serves as assistant to the President. In the absence of the President and President-Elect, presides over meetings of the membership and the Board of Directors. The Immediate Past President is invited to all committee meetings to be the liaison between committee and Board of Directors and is included in all committee correspondence. The Immediate Past President shall be one of the authorized signers on the MERGER bank account.

Section 4.7 Salaries and Compensation of Officers

All officers of MERGER shall serve without compensation. No officer shall accept any in-kind contributions of any kind for duties performed as an officer. 

ARTICLE V. BOARD OF DIRECTORS

Section 5.1 Authority

There shall be a Board of Directors, also referred to in these Bylaws as the Board, which shall consist of the President, President-Elect, Secretary, Treasurer, Immediate Past President, and eight (8) general Member-At-Large seats. The Members-at-Large represents the general membership of the organization, offering perspectives to inform decisions, supporting initiatives, and assisting with projects to advance AERBVI’s mission.

Section 5.2 Board Members

The Board of Directors shall be elected as provided for in Article VIII of these Bylaws. Each Board Member-at-Large shall hold office for a term of two (2) years, which shall commence at the close of the annual business meeting.

Section 5.3 Quorum

No business of MERGER shall take place without a quorum present. A quorum shall be constituted by the presence of a majority of the currently occupied seats on the Board of Directors.

Section 5.4 Purpose

The purpose of the Board of Directors shall be to conduct the business of MERGER between the annual business meetings.

Section 5.5 Meetings

The Board of Directors shall meet no less than once per quarter each year. 

Section 5.5.1 Executive Session 

An Executive Session is a closed portion of a Board of Directors meeting in which only voting members of the Board and individuals specifically invited by the Board may be present. An Executive Session may be called by the President, A majority vote of the Board during a regular or special meeting, or a motion approved by a majority of those present at any properly called meeting.

Section 5.6 Special Called Business Meetings

A special meeting of the Board of Directors may be called by the President or by a majority vote of the Board. Notice of any special called meeting shall be provided in writing at least fourteen (14) days in advance, stating the purpose, date, time, and format of the meeting. Special meetings may be held virtually using accessible and secure technology platforms. In the event of an emergency requiring immediate action, an emergency meeting may be called with no less than forty-eight (48) hours' notice, provided that the meeting’s purpose is clearly stated and every reasonable effort is made to notify all Board members through the most expedient communication methods available.

Section 5.7 Resignations

Any director of MERGER may resign at any time by giving written notice to the Board of Directors or the President or the Secretary of MERGER. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 5.8 Suspension and Removal of Members of the Board of Directors 

There can be an immediate suspension of an Officer or Board Member-at-Large pending a disciplinary hearing by a majority vote of a quorum of the Board of Directors. A Director may be removed for cause by a majority vote of the Board of Directors, provided a quorum is present at the meeting where the vote occurs. Cause for removal may include, but is not limited to, failure to fulfill duties, conduct unbecoming of a Director, or loss of good standing as defined by organizational policy. Prior to any removal action, the Director in question shall be given written notice of the potential removal and the reasons for it. A reasonable effort shall be made to deliver this notice at least fourteen (14) days in advance of the meeting at which the matter will be considered. The Director shall have the opportunity to respond before a final decision is made. 

Section 5.9 Vacancies

Vacancies occurring on the Board of Directors for any reason shall be filled by appointment of the President and confirmed by the majority of Board of Directors. A Board member appointed to fill a vacancy shall hold offices for the unexpired term of the Board member whom he/she is replacing.

Section 5.10 Votes

Each member of the Board of Directors shall have the right to debate any question before the Board and other assembly of MERGER and shall have one vote. No Officer or Board Member-at-Large shall be permitted to assign the vote possessed to anyone else.

Section 5.11 Policy Implementation

The Board of Directors shall have the authority to develop and implement policies and rules governing the orderly business of MERGER. No policy or rule resulting from this authority shall be in conflict with or supersede these Bylaws or the International AERBVI Bylaws. Such policies and rules shall be the result of a majority vote of the Board of Directors.

Section 5.12 Annual Report and Budget

At the annual business meeting, the Board of Directors shall present to the membership a report verified by the President and the Treasurer, showing in detail the following:

• The assets and liabilities, including any trust funds, as of the end of a twelve-month fiscal period.

• The principal changes in assets and liabilities, during the said fiscal period.

• The revenue or receipts, both unrestricted and restricted to particular purposes, during said fiscal period.

• The expenses or disbursements for general and restricted purposes, during the said fiscal period.

• The number of members of the MERGER as of the close of the fiscal period together with a statement of increase or decrease in such number during said fiscal period, and a statement of the place where the names and places of residence of current members may be found. 

• The annual report shall be filed with the records of MERGER and a copy thereof entered in the minutes of the proceedings of the annual business meeting. 

• The Board of Directors shall review and make recommendations concerning the budget.

ARTICLE VI.  COMMITTEES

Section 6.1 Standing Committees

MERGER shall have the following standing committees: Awards, Conference, Finance, Fundraising and Social, Membership, Nominations, Political Action, and Professional Development.

• The Awards Committee updates award applications on the MERGER website, encourages submissions from area agencies supporting the blind and visually impaired community, and ensures a fair selection process for scholarships and awards. 

• The Conference Committee plans and implements the MERGER conferences. Responsibilities include reserving the venue, organizing the presentation schedule, coordinating with speakers, and ensuring the conference runs smoothly.

• The Finance Committee manages and oversees the organization’s financial health, including reviewing financial reporting by the treasurer and ensuring compliance with audit standards set by AERBVI International to maintain financial transparency and accountability.

• The Fundraising and Social Committee organizes events and initiatives to raise funds for the organization. They also plan social activities to foster community engagement and support among members and stakeholders.

• The Membership Committee promotes recruitment and retention of members, ensures up-to-date membership records, and works to enhance the value of membership through engagement and outreach initiatives.

• The Nominations Committee prepares a slate of Officers and Board Members-at-Large representing diverse areas of education and rehabilitation for Board approval. They provide equitable representation across the states and manage elections by preparing accessible ballots.

• The Political Action Committee advocates for policies that benefit the blind and visually impaired community. This includes staying informed on legislative issues, collaborating with stakeholders, and promoting the association’s goals to policymakers.

• The Professional Development Committee organizes training and learning opportunities for members. They identify relevant topics, coordinate speakers and resources, and ensure members have access to continuing education to advance their careers in education and rehabilitation.

Section 6.2 Ad Hoc Committees 

MERGER may have ad hoc committees such as an audit committee or other special interest committee.

Section 6.3 Appointment of Committee Chairs 

The committee chairs shall be appointed by the agreement of the members of the Board of Directors after nominations have been made by other committee members, unless otherwise listed in Section 4.6 Duties of Officers. Committee chairs are not required to serve on the Board of Directors. 

Section 6.4 Reports of Committees to Board

Each committee shall report to the Board of Directors at each meeting of the Board. Reports may be submitted to the Board in writing or may be presented by attendance at the board meeting.  

ARTICLE VII.  ANNUAL BUSINESS MEETING

Section 7.1 Annual Business Meetings

MERGER, under the direction of the Board of Directors, shall provide for the membership an annual business meeting.

Section 7.1.1 Time and Place

A business meeting open to the full membership shall be held at least once each calendar year. If held during the MERGER conference, the business meeting shall be held at the conference location. Chapter members must be given the option to participate in the annual business meeting virtually.  

Section 7.1.2 Purpose

The purpose of the annual business meeting shall be to share Chapter news and updates with the Chapter membership, elect new Board Members-at-Large and Officers to the Board of Directors, and address any policy changes or changes to Chapter bylaws that require the vote of the Chapter membership.

Section 7.1.3 Non-Discrimination

MERGER shall make every reasonable effort to schedule and hold its meetings and conferences in a location where all members can freely participate and be fully accommodated without discrimination on the basis of age, sex, race, religion, national origin, disability or marital status.

ARTICLE VIII.  NOMINATIONS AND ELECTIONS

Section 8.1 Purpose

The purpose of elections shall be to determine, by a majority of votes cast, the following directors of MERGER: President-Elect, Secretary, Treasurer, and at least four (4) Board Members-at-Large.

Section 8.2 Electorate

All voting members of MERGER shall be eligible to vote for the offices of President-Elect, Secretary, Treasurer, and Board Members-at-Large.

Section 8.3 Frequency

Elections shall be held biennially for the offices of President-Elect, Secretary, and Treasurer. Elections for at least four (4) of the Board Members-at-Large shall be held annually.

Section 8.4 Procedures 

Elections shall be held in person and/or by electronic ballot as the board determines appropriate. It shall be the duty of the Nominations Committee to select an appropriate slate of officers and members of the Board of Directors. In preparing the slate, the Nominations Committee shall assure the fullest possible representation from among the membership, both in terms of special areas of interest and geographical distribution. The Committee will verify membership status of the nominee(s). The Nomination committee's slate, including biographical sketch of each candidate shall be circulated to the membership of the Chapter no less than thirty (30) days prior to the election.

ARTICLE IX.  AMENDMENTS

Section 9.1 Methodology

These Bylaws may be amended at any annual business meeting by in-person or electronic means involving the entire voting membership of MERGER. The amendment(s) shall originate in one (1) of the following manners: submission by petition of at least ten (10) voting members of the MERGER or submission by a majority vote of MERGER Board of Directors.

Section 9.2 Notification 

A proposed amendment shall be submitted to the Board of Directors at least thirty (30) days prior to consideration by the Board, and shall, in turn, be submitted to the entire membership of MERGER no less than thirty (30) days prior to the final vote by the membership.

Section 9.3 Adoption of Amendments

Adoption of proposed amendments requires a quorum and affirmative vote of at least fifty-one (51%) of the voting membership present at a business meeting of the Chapter.

ARTICLE X.  QUORUM

A quorum at an annual business meeting shall be constituted by the presence of at least twenty percent (20%) of the voting membership in attendance in person or by electronic methods.

ARTICLE XI. BUDGET AND FISCAL

Section 11.1 Gifts and Donations

In addition to the portion of membership dues rebated by AERBVI, MERGER may accept gifts or donations from interested individuals or groups and may conduct fund raising activities as approved by the Board of Directors and the membership.

Section 11.2 Revenues

The Treasurer shall receive all income. All monies shall be deposited in accounts selected by the Treasurer and approved by the President and the Board of Directors. All funds deposited shall be reported to the Board of Directors.

Section 11.3 Expenditures

Regular expenditures of MERGER shall be made in accordance with a budget approved by the Board of Directors. Exceptional expenditures may be made subject to Board approval. The Treasurer, President, President-Elect, and Immediate Past President are authorized to sign checks for MERGER.

ARTICLE XII.  PARLIAMENTARY AUTHORITY

MERGER, except as otherwise provided in these Bylaws or in rules adopted by the Board of Directors, shall be governed in all of its meetings by parliamentary law as contained in Robert’s Rules of Order, Newly Revised.

ARTICLE XIII. DISSOLUTION

Upon the dissolution of Merger, and after payment or provision has been made for all liabilities, the remaining assets shall be distributed to AER International, provided it is then recognized as an organization described in Section 501(c)(3) of the Internal Revenue Code and eligible to receive tax-deductible contributions under Section 170(c)(2).

If AER International does not so qualify at the time of dissolution, the assets shall be distributed to one or more organizations selected by the Board of Trustees that are organized and operated exclusively for charitable, educational, or scientific purposes and that qualify as exempt under Section 501(c)(3) and eligible under Section 170(c)(2) of the Internal Revenue Code.

Any assets not so disposed of shall be distributed by a court of competent jurisdiction in the county in which the Corporation’s principal office is located, exclusively for such purposes or to such organizations which are organized and operated exclusively for charitable or educational purposes and which are tax-exempt under Sections 501(c)(3) and 170(c)(2) of the Internal Revenue Code.

In no event shall any assets be distributed to or for the benefit of any director, officer, or private individual.

VOTED ON AND PASSED AT ANNUAL BUSINESS MEETING 

FRIDAY, AUGUST 2, 2024

Resolution of the Oklahoma Chapter of Association for Education and Rehabilitation of the Blind and Visually Impaired (AER), August 2024

Merger of Oklahoma Chapter of AER with Arkansas Chapter of AER, Missouri Chapter of AER and Kansas AER members to form MOKA Chapter of AER

Whereas, it is the responsibility of the Oklahoma Chapter of AER to render all possible assistance to the promotion, development and improvement of all phases of education and rehabilitation of individuals of all ages who are blind or have low vision; 

Whereas, the Oklahoma Chapter of AER is tasked to increase public understanding of the social and economic gains to individuals and to society through providing opportunities for individuals who are blind or have low vision to become self-sufficient, self-supporting contributing members of society; encourage an interdisciplinary approach to programs or services to individuals who are blind or have low vision through the maximum use of knowledge and skills of all related professions, foster research to advance knowledge and skills for the improvement of services to individuals who are blind or have low vision; assist in the development of professional standards for personnel engaged in providing specialized programs and services to individuals who are blind or have low vision; initiate and cooperate with other groups in the development of programs of social action for the benefit of individuals who are blind or have low vision; increase public understanding of the nature and cause of visual impairment and its impact on individuals and society;

Whereas, the membership in the Oklahoma Chapter of AER has decreased in the past 10 years and the profession of serving individuals who are blind or have low vision has grown significantly in the same period; 

Whereas, the AER memberships in the surrounding states of Arkansas, Missouri, and Kansas have been experiencing the same challenges;

NOW, THEREFORE, BE IT RESOLVED that The Board of Directors of Oklahoma Chapter of AER work to establish a merger of AER members to form a MOKA Chapter of AER to include Missouri, Oklahoma, Kansas, and Arkansas AER members.

It is anticipated that this merger will spur interest and increase growth of AER Chapters, increase in the quality of professional development opportunities, increase public understanding among the four (4) states, increase cooperation and collaboration within the four (4) states.

Approved by membership at the Annual Business Meeting of Oklahoma Chapter of AER 2 August 2024.

BYLAWS OF OKLAHOMA ASSOCIATION FOR EDUCATION AND REHABILITATION 

OF THE BLIND AND VISUALLY IMPAIRED

As amended January 19, 2021

Reviewed June 13, 2022

ARTICLE I. NAME

The name of this organization shall be: OKLAHOMA ASSOCIATION FOR EDUCATION AND REHABILITATION OF THE BLIND AND VISUALLY IMPAIRED.

ARTICLE II.  PURPOSE

The purpose of the Oklahoma Chapter of the Association shall be to render all possible assistance to the promotion, development and improvement of all phases of education and rehabilitation of blind and visually impaired persons of all ages.  This shall be accomplished through:  

  (1)  Increasing public understanding of the social and economic gains to individuals and to society through providing opportunities for all blind and visually impaired persons to become self-sufficient, self-supporting contributing members of society.

(2) Providing a statewide forum for the discussion of all issues relating to services to blind    and visually impaired persons and the prevention of visual impairments and providing publications and conferences relating to this purpose.

(3) Encouraging an interdisciplinary approach to programs or services to blind and visually impaired persons through the maximum use of knowledge and skills of all related professions.

(4) Fostering research to advance knowledge and skills for the improvement of services to all blind and visually impaired persons.

(5) Assisting in the development of professional standards for personnel engaged in providing specialized programs and services to blind and visually impaired persons.

(6) Initiating and cooperating with other groups in the development of programs of social action for the benefit of blind and visually impaired persons.

(7) Increasing public understanding of the nature and cause of visual impairment and its impact on individuals and society.

ARTICLE III.  MEMBERSHIP

Section 1. Eligibility. All persons, agencies and/or organizations who are members in good standing of the International Association and who live or work within the State of Oklahoma are eligible for membership in this chapter.

Section 2. Non-Discrimination. No person, agency, or organization otherwise eligible shall be denied membership in the Chapter on the basis of age, sex, race, religion, national origin, handicapping condition or marital status.

Section 3. Types of Memberships. The memberships in the Oklahoma Chapter shall consist of individual and institutional memberships, which will be renewable annually.

3.1 Individual Membership.  Categories for individual membership shall be as follows:

3.1.1 Regular: Any person may apply for regular individual membership and submit the appropriate fee for annual dues to the Association Central Office or to one of its Chapters. Regular members shall have the privileges of voting; holding office, serving on committees and any other privileges developed by the Association and shall receive all publications of the Association.

3.1.2 Retired: A person who has retired from full-time employment in service to blind and visually impaired persons shall be eligible for regular membership at reduced cost.

3.1.3 Clerical/Support: Any person whose occupational status is clerical, secretarial, or is in support of professional personnel and who is employed by any organization serving blind and visually impaired persons shall be eligible for Clerical/Support member status in the Association at reduced cost.  Clerical/Support members shall have privileges of voting; holding office, serving on committees and any other privileges developed by the Association and shall receive all Association publications.

3.1.4 Students: Students who are enrolled full-time in courses of higher education shall be eligible for memberships at reduced cost. They shall receive all privileges of membership including voting and holding office and other special benefits as determined by the Board.

3.1.5 Associate: Any person interested in supporting services to blind and visually impaired persons but who is not employed in a position within the field may apply for Associate membership status at reduced cost. They shall receive all privileges of membership except for voting or holding office.

3.2 Institutional Membership. Institutional membership shall be available to agencies, organizations, schools, service clubs, or other similar entities wishing to offer support to the Association. The Board of Directors shall be empowered to establish categories within the Institutional membership. Institutional members shall receive one set of Association publications annually.

Section 4. Membership Fees. The Association Board of Directors shall establish dues for individual and institutional membership. The Chapter shall not charge any amount in excess of the Association Dues amount.

ARTICLE IV.  OFFICERS

Section 1. Officers. The officers of the Oklahoma Chapter shall be president, a president-elect, a secretary, a treasurer and an immediate past-president.

Section 2. Qualifications of Officers. Any individual voting member of the Oklahoma Chapter shall be eligible to serve in any office. The same person may hold no two offices concurrently.

Section 3. Elections. The office of president of the Chapter shall be filled by succession of the president-elect. The membership shall elect a president-elect, a secretary and treasurer. The elections shall be held each year and shall be conducted at the annual Chapter meeting according to procedures outlined in Article VIII.

Section 4. Term of Office. The term of office for all officers shall be one year and shall commence at the annual business meeting held during the annual Conference and shall run concurrently.

Section 5. Vacancies. In the event of a vacancy in the office of president, the president-elect shall serve the remainder of the term as acting president and, upon completion of said term, shall assume the presidency in normal order. In the event of a vacancy in the office of president-elect, there shall be no replacement until the next regularly scheduled election at which time there shall be elected both a president and a president-elect. In the event of a vacancy in any other office, the Board of Directors may appoint a replacement from its own body or the general membership for the remainder of the term. If the immediate past-president is unable to serve for any reason, no vacancy shall be deemed to have occurred.

Section 6. Duties of Officers. Subject to control of the Board, all officers shall have such authority and perform such duties in the management of the Chapter as may be provided by the Board of Directors and these Bylaws as generally pertain to their respective offices. The Board may require any officer to give commitment for the faithful performance of those duties.

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

6.2 The immediate past president shall normally serve as the chairperson of the Nominations Committee and shall oversee the Chapter's elections.

6.3 The "president-elect" shall serve as assistant to the president and, in the absence of the president shall preside at meetings of the membership and the Board of Directors.  The president-elect shall serve as the Chair of the Program Committee for the annual conference of the Chapter.

6.4 The secretary shall be responsible for the records of the Chapter and shall have the minutes of meetings prepared in three (3) weeks in proper order.  The secretary shall conduct routine correspondence as directed by the president and/or Board of Directors and shall see that records are transmitted to his/ her successor at the completion of the term of office.

6.5 The treasurer shall be the chief financial officer of the Chapter. He/she shall see that regular financial statements are prepared in accordance with recognized accounting principles and shall report to the Board of Directors prior to each board meeting and report to the full membership at the annual conference business meeting.

Section 7. Salaries, Compensation of Officers. All officers of the Chapter shall serve without compensation.

ARTICLE V. BOARD OF DIRECTORS

Section 1. There shall be a Board of Directors, also referred to in these Bylaws as the Board, which shall consist of five officers of the Chapter, and at least six directors.

Section 2. Directors. The directors shall be elected as provided for in Article VIII of these Bylaws. Each director shall hold office for a term of two years, which shall commence at the close of the annual conference, with three directors rotating off the board annually.

Section 3. Quorum. No business of the Chapter shall take place without a quorum present. A quorum shall be constituted by the presence of a majority of the currently occupied seats on the Board of Directors.

Section 4.  Purpose. The purpose of the Board of Directors shall be to conduct the business of the Chapter between the business meetings held at the annual conference.

Section 5. Meetings. The Board of Directors shall meet no less than twice each year. Special meetings of the Board shall be held only with the consent of the president and the written approval of at least three members of the Board, or with written consent of a majority of occupied positions on the Board. Regular meetings of the Board shall be announced to each member of the Board, in writing, via postal or electronic mail at least thirty (30) days prior to the proposed meeting. Notice of special meeting must be given at least 5 days in advance. Notice may be given via email, phone, or text according to Board member’s preferred method of communication on record, and notice shall include all agenda items. Unless otherwise restricted by these Bylaws, Directors on the Board or members of any committee designated by the Board may participate in any committee in person or remotely using electronic methods by means of which all persons participating in the meeting can hear each other at the same time, and such participation shall institute presence in person at the meeting.

Section 6. Resignations. Any director of the Chapter may resign at any time by giving written notice to the Board of Directors or the president or the secretary of the Chapter. Such resignation shall take effect at the time specified therein, and unless otherwise specified therein, no acceptance of such resignation shall be necessary to make it effective.

Section 7. Removal of Members of the Board of Directors. Any one or more of the directors may be removed with cause by action of the Board of Directors provided there is a quorum of the Board present and provided that written notice of removal is given to the directors so removed.

Section 8. Vacancies. Vacancies occurring-on the Board of Directors for any reason shall be filled by appointment of the president and confirmed by the majority of Board present and voting. A director appointed to fill a vacancy shall hold offices for the unexpired term of the director whom he/she is replacing.

Section 9. Votes. Each member of the Board of Directors shall have the right to debate any question before the Board and other assembly of the Chapter and shall have one vote. No officer or director shall be permitted to assign the vote possessed to any one else.

Section 10. Policy Implementation. The Board of Directors shall have the authority to develop and implement policies and rules governing the orderly business of the Chapter. No policy or rule resulting from this authority shall be in conflict with or supersede these Bylaws. Such policies and rules shall be the result of a majority vote of the Board, when a quorum is present, and shall appear as a policy or rule in the same form as found in the approved minutes of the Board. Policies and rules shall be made available in written form to the membership for review upon request and shall be reported at the annual business meetings of the Chapter.

Section 11. Annual Report and Budget. The Board of Directors shall present (at the annual conference) to the membership a report; verified by the president and treasurer and approved by a majority of the directors or certified by an independent or certified public accountant or a firm of such accountants selected by the Board, showing in detail the following:

11.1 the assets and liabilities of the Chapter, as of the end of a twelve-month fiscal period terminating not more than 30 days prior to said report;

11.2 the principal changes to assets and liabilities during said fiscal period;

11.3 the revenue or receipts of the Chapter, both unrestricted and restricted to particular purposes, during said fiscal period;

11.4 the expenses or disbursements of the Chapter, for both general and restricted purposes, during said fiscal periods; and

11.5 the number or members of the Chapter as of the close of the fiscal period together with a statement of increase or decrease in such number during said fiscal period.

ARTICLE VI.  COMMITTEES

Section 1. Committees. The Chapter shall have the following standing committees: 

Budget, Membership, Nominations, Legislative, Program, and Awards. The president may appoint ad hoc committees as required.

1.1 Appointment of Committees: The president shall appoint all committee chairs and committee chairpersons will select the members of their individual committees.  The president shall appoint the immediate past-president to chair the Nominations committee, the president-elect to chair the Programs Committee, and the Treasured to chair the Budget Committee.

Section 2. Reports of Committee to Board. Each committee shall provide the secretary with a current list of its members, minutes of its meetings and any proposals, which it makes.

ARTICLE VII.  MEETINGS

Section 1. Annual meetings. The Chapter, under the direction of the Board of Directors, shall provide for the membership an annual conference or other professional meeting to be held annually. The Board of Directors shall also provide for business meetings of the Chapter, which shall normally be held during the annual conference.

1. Time and place. The Board of Directors who shall properly notify the membership shall determine the time and place of annual conferences, meetings, and business meetings. To the extent possible, the place where the annual conference is held shall rotate among the geographical regions of the state as determined by the Board of Directors.

2. Meetings may be held in person or remotely using electronic methods and to the extent possible, members may use electronic methods to participate in any in-person meeting if they are unable to be physically present.

3. Purpose. The purpose of the annual conferences or other professional meetings shall be promoted the purposes of the Association and the interests of its membership. The purpose of the annual meetings shall be to conduct the business of the Chapter with the participation of all individual members.

4. Non-discrimination. The Chapter shall make every reasonable effort to schedule and hold its meetings and conferences in a location where all members can freely participate and be fully accommodated without discrimination on the basis of sex, age, race, religion, national origin, or handicapping condition.

ARTICLE VIII.  NOMINATIONS AND ELECTIONS.

Section 1. Election at Conference. The President, upon assuming office shall appoint the immediate past-president as chair of the Nominations Committee. This officer will select the members to serve on the Nominations Committee.

Section 2. The purpose will be to elect annually by a majority of the votes cast at the annual meeting, the following officers: president-elect, secretary, treasurer and three members of the Board of Directors.

2.1 Votes may be submitted in person or electronically as the Board determines appropriate.

Section 3. All voting members of the Oklahoma Chapter shall be eligible to vote for the offices 

of president-elect, secretary, treasurer and directors.

Section 4. It shall be the duty of the Nominations Committee to select an appropriate slate of officers and members of the Board of Directors. In preparing the slate, the Nominations Committee shall assure the fullest possible representation from among the membership, both in terms of special areas of interest and geographical distribution. The Committee will secure a written statement from each nominee of his/her willingness to serve and a biographical sketch of not more than 150 words. Further the Committee will verify membership status of the nominee(s). The Nominations committee's slate, including biographical sketch of each candidate shall be circulated to the membership of the Chapter no less than 30 days prior to the annual conference.

Section 5. The Chairperson of the Committee shall present the slate of candidates at the beginning of the first general session of the annual meeting. Following this report there shall be an opportunity for additional nominations from the floor by members of good standing. Any member nominating a candidate from the floor should have consent of that candidate and be prepared to speak on his/her behalf. This presentation should follow guidelines established by the Nominations Committee.

Section 6. The election shall be held at the final business session of the annual conference, under the direction of the Nominations Committee Chair. The election will be conducted by secret ballot.  The Nominations Committee will be responsible for the collection and tallying of votes and for announcing the results.

ARTICLE IX.  QUORUM

A quorum at a regular business meeting during the annual conference shall be constituted by the presence of at least 20% of the voting membership in attendance in person or by electronic methods.

ARTICLE X. BUDGET AND FISCAL

Section 1. In addition to the Association membership dues, the Oklahoma Chapter may accept gifts or donations from interested individuals or groups and may conduct fund raising activities as approved by the Board of Directors and the membership.

Section 2. The treasurer shall receive all income. All moneys shall be deposited in accounts selected by the treasurer and approved by the president and the Board of Directors. All funds deposited shall be reported to the Board of Directors.

Section 3. Regular expenditures of the Oklahoma Chapter shall be made in accordance with a budget approved by the Board of Directors. Exceptional expenditures may be made subject to Board approval. The president or the treasurer is authorized to sign checks for the Oklahoma Chapter.

3.1         The Budget Committee will present an annual budget for approval by the Board at the fall meeting.

ARTICLE XI.  PARLIAMENTARY AUTHORITY

The Oklahoma Chapter except as otherwise provided in these Bylaws or in rules adopted by the Board of Directors, shall be governed in all of its meetings by parliamentary law as contained in Robert’s Rules of Order, Newly Revised.

ARTICLE XII.  AMENDMENTS

Section 1. These Bylaws may be amended at any business meeting held during the Chapter's annual business meeting.

Section 2. The amendment shall originate in one of the following manners: 1) submission by petition of at least ten (10) voting members of the Chapter, or 2) submission by a majority vote of the Chapter Board of Directors.

Section 3. Notification. A proposed amendment shall be submitted to the Chapter Board of Directors at least thirty (30) days prior to consideration by the Board, and shall, in turn, be submitted to the entire membership of the Chapter no less than thirty (30) days prior to the final vote by the membership.

Section 4. Adoption of Amendments. Adoption of proposed amendments requires a quorum and affirmative vote of at least 51% of the voting membership present at a business meeting of the Chapter.