BITS Bylaws Approved December 12, 2024.txt
BLIND INFORMATION TECHNOLOGY SPECIALISTS
ARTICLE 1: NAME; Governance; Affiliation
1.1 Name: The name of this organization shall be Blind Information Technology Specialists, Inc., hereinafter referred to as BITS or the organization.
1.2 Governance: This organization shall be a member-governed corporation as defined in § 29-401.50(a) of the District of Columbia Nonprofit Corporation Act of 2010, hereinafter referred to as the DC Nonprofit Code.
1.3 Affiliation: This organization shall be a chartered special interest affiliate of the American Council of the Blind and shall hence be subject to all requirements and obligations applicable to affiliates of that organization.
ARTICLE 2: PURPOSES
BITS strives to promote the use of information technologies by blind and visually impaired persons to improve the quality of their personal and professional lives, and to advocate for improved accessibility to devices and technology for all blind and visually impaired persons. In furtherance of these goals, BITS shall engage in activities such as the following:
2.1 advocating for the establishment of high standards of education and training, and accessibility thereto, for visually impaired persons using computer and information technology.
2.2 Promoting greater understanding and improved attitude toward the acceptance and employment of visually impaired persons in occupations involving the use or development of computer and information technology. To further advance this goal, BITS shall establish and support all forms of networking and communications with agencies, educators, employers, and legislators to further accommodate the requirements and aspirations of visually impaired persons in society.
2.3 Encouraging and stimulating developers of technology to design adaptive hardware and software which will enable visually impaired persons to more fully participate in all aspects of society.
2.4 Working with entities in the public and private sector to promote the timely availability of technical documentation in accessible formats such as large print, Braille, audio recordings, or digital formats.
2.5 Actively functioning as an advocate, not only for BITS members, but on behalf of all other visually impaired persons, in promoting equal accessibility to all computer and information technology currently available on the market.
2.6 Sponsoring conferences, workshops, seminars, and networks to encourage the growth and development of the knowledge base of blind and low vision technology users by providing a forum for the exchange of ideas and information.
2.7 Actively cooperating with other organizations of and for the blind in matters of common interest.
ARTICLE 3: MEMBERSHIP; FISCAL YEAR
3.1 Classes of Membership
BITS shall have CLASSES OF voting members AS HEREINAFTER PROVIDED and IS authorized to establish classes of non-voting members. Requirements and qualifications for non-voting members or classes of non-voting members shall be such as may be proposed by the board and approved by the membership at an annual or special meeting.
3.2 CLASSES OF Voting MEMBERSHIPS; Qualifications
3.2.1 FULL MEMBERSHIP: Full membership is available to any individual who supports the objectives set forth in Article 2.
3.2.2 STUDENT MEMBERSHIP: Student membership is available to any individual who is enrolled, either part time or full time, (but in no case less than nine credit hours), in a curriculum or program at an accredited university, college, or vocational school. BITS reserves the right to verify the status of any individual applying for this type of membership and may, at its discretion, request the name and proof of enrollment of the institution the student is attending.
3.2.3 JUNIOR MEMBERSHIP: Junior membership is available to Anyone below eighteen (18) years of age.
3.2.4 LIFE MEMBERSHIP: BITS Life membership is available to any individual upon the payment of a one-time fee as set forth in the dues schedule then in effect in accordance with article 3.5 of these bylaws.
3.3 Application for Membership
3.3.1 Applications for membership shall be submitted via the online form available at the BITS website. Payment of the appropriate dues as specified in the dues schedule provided for in article 3.5 shall be received between January 1 and October 31 to confer membership for that calendar year. If tendered on or after November 1, such payment only confers membership for the following calendar year. Memberships are not considered lapsed until February 15th of the year following that for which the members’ last dues payment conferred membership.
3.3.2 For those joining BITS for the first time or those rejoining BITS after a lapse of five years or more, membership dues paid after the record date for that year’s ACB convention shall confer membership through the end of the following calendar year.
3.4 Rights of Members. The rights accompanying each type of membership are as follows:
3.4.1 Full members shall have all privileges including the right to serve in elective office, to attend and participate and vote in all regular and special membership meetings, and to serve as chairs or members of committees.
3.4.2 Student members shall have all the rights of full members except the right to serve as president or vice president.
3.4.3 Junior members shall have the same rights as full members except that they may not serve as elected officers or chairs of committees.
3.4.4 the rights of BITS Life members shall be coextensive with those of full members.
3.5 Dues: Dues for all classes of membership shall be in such amounts as the board may determine. The schedule of dues amounts for all classes of membership shall be published on the BITS website and distributed via the BITS email list no later than June 15th of each year.
3.6 Member in Good Standing: A “member in good standing” is any person whose dues are current on or before the designated record date for any membership meeting.
3.7 Fiscal Year: BITS shall operate on a calendar fiscal year.
ARTICLE 4: Membership Meetings
4.1 Annual Meeting: This organization shall hold an annual membership meeting in December for the purposes of conducting elections for officers and directors in accordance with Article 5 of these bylaws, reviewing the status of the organization, receiving annual reports, and for the transaction of such other business as may be required by these bylaws, applicable law, or as proposed by the membership.
4.2 Special Meetings: Special membership meetings may be called by the president, the board of directors, or upon the request of ten percent (10%) of the voting members of this organization.
4.3 Participation: Participation in the annual meeting shall be restricted to members in good standing as of October 31 and shall not be further qualified by any additional requirements. *Participation in any special meeting shall be restricted to members in good standing as of thirty (30) days or more prior to the date established for such meeting.
4.4 Notice of Meetings: Notice of the annual meeting shall be published to the membership no later than November 15. In the case of a special meeting, notice shall be published no fewer than twenty (20) days before the established meeting date, and shall include a description of the purpose or purposes for which the meeting is called.
4.5 Quorum: Five percent (5%) of the voting membership shall constitute a quorum for any annual or special membership meeting.
4.6 Meetings by electronic communications technology: Annual or special membership meetings may be conducted, in whole or in part, by means of the Internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings substantially concurrently with their occurrence, vote on matters submitted to the members, pose questions, and make comments.
ARTICLE 5: ELECTIONS AND VOTING
5.1 Elections: In even years, elections shall be held for all officer positions. In all years, elections shall be held for those director positions then expiring and for any vacancies occurring during the year.
5.2 Voting: All full, student, junior, and BITS life members in good standing shall have the right to vote.
5.3 Voting procedures: Officers are to be elected by majority vote. Directors may be elected by plurality vote.
5.4 Record ballots required: All elections, final votes on amendments to these bylaws, and votes on all other fundamental transactions as defined in § 29-401.02(20) of the DC Nonprofit Code shall be conducted by record ballot. In all such cases, the number of ballots cast must equal or surpass ten percent (10%) of the members in good standing as determined as of the record date for the meeting at which the question is put to a vote.
ARTICLE 6: OFFICERS:
6.1 Officers: Four officers shall be elected from among those members in good standing at the call to order of the annual meeting in which they are nominated. The officers are as follows: president, vice president, secretary, and treasurer.
6.2 Qualifications of Officers
6.2.1 Candidates for the offices of president and vice president must be Full members, or BITS Life Members, and must be legally blind.
6.2.2 Candidates for the offices of secretary and treasurer must be Full members, student members, or BITS Life Members.
6.3 Terms of office
6.3.1 All four officers shall be elected for terms of two years and shall serve until their successors are qualified.
6.3.2 No member is eligible for election to the same office for more than three consecutive full two-year terms. Any period of time less than two-thirds (2/3) of a term, either by election or appointment, to complete an unexpired term resulting from a vacancy shall not be counted toward the three-term limitation.
6.4 Assumption of duties: Officers shall assume their duties on January 1 of the year following the annual meeting at which they are elected.
6.5 Powers and Duties: The four officers shall perform such duties as are prescribed in these bylaws and the parliamentary authority adopted by this organization.
6.6 Vacancies: A vacancy occurs when the incumbent in any officer position dies, becomes incapacitated, resigns, or is removed pursuant to article 8.6.1 of these bylaws or § 29-406/08 of the DC Nonprofit Code.
6.6.1 President: If the Office of the president becomes vacant, the duties and responsibilities of the president shall be immediately assumed by the vice president. During the period of time that the vice president is functioning as president, the office of vice president shall be considered vacant and treated in accordance with section 6.6.2 below.
6.6.2 If a vacancy occurs in the offices of vice president, secretary, or treasurer, the president, with the concurrence of a majority of the board, shall appoint a qualified member to fill that vacancy until the next annual meeting. At that time, if the two-year term has not been as yet completed, an election will be held to fill that position for the remainder of the term.
ARTICLE 7: DIRECTORS:
7.1 Directors: In addition to the four officers, six directors shall be elected to serve on the Board of Directors.
7.2 Qualifications of directors: full members, student members, and BITS Life members are qualified to serve as directors.
7.3 Terms of office: Each director shall be elected for a term of three years. Two directors shall be elected at each annual business meeting. No director shall be elected to serve on the board of directors for more than two consecutive full terms. Any time served as a director for a period less than two-thirds (2/3) of a term, either by election or appointment, to complete an unexpired term resulting from a vacancy shall not be counted toward the three-term limitation.
7.4 Assumption of duties: Directors shall assume their duties on January 1 of the year following the annual meeting at which they are elected.
7.5 Powers and Duties: The directors shall perform such duties as are prescribed in these bylaws and by the parliamentary authority adopted by this organization.
7.6 Vacancies: A vacancy occurs when the incumbent in any director position dies, becomes incapacitated, resigns, or is removed pursuant to article 8.6.1 of these bylaws or § 29-406/08 of the DC Nonprofit Code. If a vacancy occurs during the term of any director, the president, with the concurrence of a majority of the board, shall appoint a qualified member to fill that vacancy until the next annual meeting. At that time, if the three-year term has not been as yet completed, an election will be held to fill that position for the remainder of the term.
ARTICLE 8: BOARD OF DIRECTORS
8.1 Composition: The board of directors, hereinafter referred to as the “Board,” shall consist of the four officers, (Article 6), and the six directors, (Article 7). The president shall serve as chair at all board meetings.
8.2 Meetings: The board shall hold regular meetings throughout the fiscal year in accordance with a schedule to be published to the membership no later than January 15th. Special meetings of the board may be called at the discretion of the president or at the request of any three board members provided that all members of the board are notified of the special meeting at least three (3) days prior to the beginning of the meeting, and a majority of the members indicate their availability.
8.3 Quorum: The presence of a majority of all board members then in office shall constitute a quorum for the conduct of business at any meeting.
8.4 Attendance of other persons at Board Meetings
8.4.1 Any member in good standing is entitled to attend any regular or special board meeting but is not entitled to participate in the business of the meeting unless permission of the presiding officer is obtained.
8.4.2 Executive sessions: Attendance at any executive session of a board meeting is limited to board members and such other persons as the board may deem necessary to address the matter under consideration.
8.5 Duties and Powers of the Board of Directors: Except as may be otherwise specified, the board of directors shall perform the duties and exercise the powers customarily exercised by the members of such administrative bodies. The board shall function as the governing body of BITS between annual business meetings provided it takes no official action in conflict with any established policy or decision of the membership.
8.6 Removal:
8.6.1 In cases where an officer or director accumulates three unexcused absences, or where, in the board’s collective judgement, it is otherwise determined that the officer or director can no longer fulfill the duties of the position held, the Board shall, by a two-thirds (2/3) vote, declare the position vacant. *The officer or director so removed shall be notified of the action taken at the earliest possible opportunity by email, (return receipt requested), or where the officer or director does not have access to email, by certified postal mail.
8.6.2 An officer or director anticipating absence from a board meeting, shall at the earliest opportunity, notify the president or the secretary giving the reason for the absence. The board is the ultimate authority in any dispute regarding what constitutes an unexcused absence.
ARTICLE 9: COMMITTEES:
9.1 Statutory classification: Irrespective of composition, BITS Committees are deemed to be advisory committees as defined in § 29-406.25(h) of the DC Nonprofit Code. Committees are further designated as either standing or special. Standing committees are those specified in article 9.2 below. The board is authorized to establish such additional special committees as may be deemed necessary or desirable to facilitate the transaction of business, promote the purposes, or advance the interests of this organization. The membership of any committee shall be restricted to voting members of this organization. Except as may otherwise be provided herein, the president shall have the power to appoint and remove the members of all committees except the nominating committee, though in the case of standing committees, such power shall be subject to board confirmation. The president shall serve as an ex officio member of all committees except the nominating committee. Such ex officio status shall include the right to vote. In all cases, a committee may seek the advice and assistance of persons recognized as having expertise on any matter properly before it for consideration, but such persons shall not participate beyond providing the advice or guidance solicited.
9.2 Standing Committees: The composition and responsibilities of all standing committees shall be as set forth below:
9.2.1 Audit: The president shall appoint no less than three members to constitute the Audit Committee. This committee shall be authorized to review all financial records of this organization and to coordinate all activities requisite to the production of records for any external audit. No board member may serve on this committee.
9.2.2 Budget: The budget committee shall consist of the president, the treasurer, and such other persons as the president may appoint. At or before the December board meeting, the Budget Committee shall prepare and submit a proposed budget for the following year. Such proposed budget shall be considered advisory and shall not be binding on the board. The budget adopted by the board shall be announced to the membership at the annual meeting.
9.2.3 Bylaws: The president shall appoint no less than three members to constitute the bylaws committee. Any proposed amendments to these bylaws shall be submitted to this Committee no less than thirty (30) days prior to the meeting at which such proposed amendments are to be considered. The committee shall report out all proposed amendments with or without recommendation. Such recommendations are to be considered advisory and are not binding on the membership during its deliberation.
9.2.4 Membership: The secretary, treasurer, *membership committee chair, and such other persons as the president may appoint shall constitute the membership committee. This Committee shall be responsible for developing initiatives for recruiting new members, tracking dues payments, and maintaining membership records. This committee shall also certify those eligible to vote at any annual or special meeting.
9.2.5 Nominating: At or before the September board meeting, the board shall appoint a Nominating Committee which shall prepare a slate of candidates for each election to be held at the annual business meeting, and shall, on or before November 15, publish such slate to the membership. the committee shall have obtained each candidate’s consent to be nominated before their name is placed on the slate of candidates.
9.3 Terms of office: Except in cases where committee members serve by virtue of holding specific positions in this organization, the members of all committee members shall be appointed to serve until the end of the fiscal year, at which time the president, where permissible, has the discretion to either reappoint previous committee incumbents or appoint new ones.
ARTICLE 10: AMENDMENTS
10.1 Amendments: Any proposed amendment to these bylaws shall be published to the membership at least thirty (30) days prior to the established date of the meeting at which such amendments are to be considered. Amendments shall be adopted upon a two-thirds affirmative vote of those members present and voting at the meeting at which their consideration occurs.
10.2 Effective Date: Any amendment to these bylaws shall become effective at the conclusion of the meeting at which it is adopted unless another time is specified in the motion to adopt or where the language of the amendment itself specifies another effective date or, by its terms, specifies that it becomes effective upon the occurrence of a future event or circumstance.
ARTICLE 11: PARLIAMENTARY AUTHORITY
The current edition of Robert’s Rules of Order, Newly Revised, shall serve as the parliamentary authority for this organization in all cases to which it may be applicable and is not otherwise in conflict with the articles of incorporation, these bylaws, or the requirements of any statutes to which this organization is properly subject.
ARTICLE 12: maintenance of tax-exempt STATUS
This organization shall not carry on any activities not permitted to be carried on: (1), by any corporation exempt from federal income tax under § 501(c)(3) of the Internal Revenue Code of 1986, or (2), by any corporation to which contributions are deductible under Sections 170(c)(2), 2055(a)(2), and 2522(a)(2) of the Internal Revenue Code of 1986. Upon the termination, dissolution or final liquidation of this Corporation in any manner or for any reason, its assets, if any, remaining after payment (or provision for payment) of all liabilities of the Corporation shall be distributed to, and only to, one or more organizations to carry out the objectives and purposes as stated in the Articles of Incorporation or these bylaws, provided that such organizations are organized and operated exclusively for charitable or educational purposes as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the internal revenue Code. In the event that no such organizations exist, the assets shall be distributed to such other organization or organizations as shall, at the time, qualify as exempt organizations under Section 501(c)(3) of the internal revenue Code. In no event shall any of such assets or property be distributed to any member, director or officer, or any private individual.
ARTICLE 13: INTERPRETIVE GUIDANCE
References to specific provisions of any statute in these bylaws shall be construed to include the corresponding provisions of any subsequent statutes addressing, or having a bearing on, the subject matter of the original citations. Any provisions of these bylaws shall be null and void if they are ever determined to be, or subsequently become, inconsistent with any applicable provision of law to which this organization is properly subject. In the case of any such occurrence, these bylaws shall be amended at the earliest opportunity to resolve such conflict.