Constitution and By-Laws

MISSION STATEMENT

To create awareness and understanding of blindness related issues in the sighted community and to foster independence, equitable access and an inclusive community for people who are blind, sight-impaired or deafblind.

CONSTITUTION

    1. The name of the organization is Access for Sight-Impaired Consumers (hereinafter known as "ASIC").

    2. The purpose and objectives are:

    a) promoting awareness amongst the sighted community of accessibility issues concerning people who are blind, sight-impaired, or deafblind (hereinafter known as "ASIC constituents" or the "ASIC constituency")

    b) promoting self-advocacy by ASIC constituents;

    c) assisting or advising ASIC constituents in their efforts to obtain equitable access to services and products that may affect the ability of such individuals to participate fully and equitably in their community;

    d) collaborating with Affiliate Organizations and/or Community Partners on initiatives of mutual interest;

    e) initiating projects that will benefit ASIC constituents; and,

    f) communicating information regarding blindness-related issues to Affiliate Organizations, Community Partners and ASIC constituents.

    3. The geographic boundaries of the organization are the province of British Columbia.

    BY-LAWS

    Article I: Interpretations

    1. Words importing the gender include the masculine, feminine and neuter genders and words importing the singular number include the plural and vice versa.

    2. Constitution" means the constitution of ASIC.

    3. ASIC Constituent" or "ASIC Constituency" means a person or persons who are blind, sight-impaired or deafblind residing in the Province of British Columbia.

    4. ASIC Board" (hereinafter referred to as "the Board") means the body responsible for the management and operation of ASIC under the terms and conditions as defined by its Constitution & Bylaws.

    5. "Director" means a member of the ASIC Board.

    6. "Director-at-large" means a person who resides in British Columbia, is committed to volunteer their time toward the mission, purpose and objectives of ASIC and has been elected to the Board under the provisions of the Constitution and Bylaws.

    7. "Director with Portfolio" means a person who resides in British Columbia, is committed to volunteer their time toward the mission, purpose and objectives of ASIC, has been identified to represent an Affiliate Organization by the governing body or authority of that Affiliate Organization, and has been ratified as a Director under the provisions of the Constitution and Bylaws.

    8. "Affiliate Organization" means a BC-based provider of services or a consumer organization whose primary mandate is to provide services for its members who are ASIC constituents.

    9. "Community Partner" is an organization that does not meet the criteria of an affiliate organization, but participates in ASIC as defined in the Constitution and Bylaws.

    Article II: Directors

    1. A Director is: 

    a) a person who has been elected by the Board under the provisions of the Constitution and Bylaws, to become a voting member of the Board as a Director-at-large; or is,

    b) a person who has been identified by the governing body or authority of an Affiliate Organization to represent that organization and its members, and whose membership as a Director with Portfolio has been ratified by the Board under the provisions of the Constitution and Bylaws.

    2. Privileges of Directors:

    a) A Director is:

    i) entitled to receive notices and minutes of meetings;

    ii) eligible for election to the Office of Treasurer, Secretary or Committee Chair and to the Office of Chair or Vice-Chair after serving a minimum twelve (12) months; and,

    iii) entitled to move and second motions and vote at meetings.

    3. Election of Directors-at-Large

    a) Directors-at-Large shall be elected by the Board at the annual general meeting.

    b) Nominations

    i) An alphabetical list  of nominees, eligible to fill Director-at-Large or Director-with-Portfolio vacancies,  shall be presented at the annual general meeting by the Nominating Committee or other such body as may be authorized by the Board. Members shall select their nominee(s) of choice by marking a paper ballot with the aid of an accessible template.

    ii) Where a Member requests a secret vote be held, two scrutineers, one or both of whom will be  sighted or sight impaired, shall be appointed by a majority vote of the Members.

    iii) Independent expressions of interest to serve on the Board must be received by the Chair of the Nominating Committee no fewer than ten (10) days prior to the date of the annual general meeting.

    c) The Board may, at any time, invite additional or replacement Directors-at-large to sit on the Board as full voting Members on an interim basis for a term not extending beyond the immediate next annual general meeting.
     

    4. Election of Directors-with-Portfolio

    a) Directors with Portfolio shall be elected by the Board at the annual general meeting.

    b) An alphabetical list of nominees, eligible to fill Director-at-Large or Director-with-Portfolio vacancies,  shall be presented at the annual general meeting by the Nominating Committee or other such body as may be authorized by the Board. Members shall select their nominee(s) of choice by marking a paper ballot with the aid of an accessible template.

    c) Where a Member requests a secret vote be held, two scrutineers, one or both of whom will be  sighted or sight impaired, shall be appointed by a majority vote of the Members.

    d) The Board may, at any time, subject to the identification of an individual by the governing authority or body of an Affiliate Organization, invite an individual to sit as a Director with Portfolio as a full voting Member on an interim basis for a term not extending beyond the immediate next annual general meeting.

    5. Term of Directors

    a) Directors-at-Large shall be elected for a two (2) year renewable term.

    b) Directors with Portfolio are ratified by the Board to serve for a two (2) year renewable term subject to their continued support from the affiliate organization that they represent.

    c) A rotation system shall be used wherein a minimum of three (3) directors shall be elected and/or ratified at each annual general meeting.

    d) Directors shall take office at the first regular meeting of the Board following the annual general meeting.

    6. Expulsion, Suspension, Resignation and Withdrawal 

    a) The expulsion of a Director is the permanent cancellation of Board Membership and its privileges by a two thirds (2/3) majority special resolution vote of the Board.

    b) The suspension of a Director is the temporary cancellation of Board Membership and its privileges by a two thirds (2/3) majority special resolution vote of the Board.

    c) Resignation from the position of Director is the voluntary relinquishment of the position of Director for any reason. The Chair of the Board shall be notified in writing of such resignation.

    d) Withdrawal as an organization is the voluntary relinquishment of the organization's affiliation by the governing body or authority for any reason. The Chair of the Board shall be notified in writing of such withdrawal.

    7. Liability of Directors

    a) A Director shall not be, in his individual capacity, liable for a debt of ASIC.

    Article III: Meetings

    1. Regular meetings, Special Meetings, and Annual General Meetings 

    a) A regular meeting of the Board shall be called by giving no fewer than ten (10) days written notice to the Directors. Accidental omission or non-receipt of notice by a Director shall not invalidate the business of the meeting.

    b) The Board shall hold no fewer than four (4) regular meetings within the fiscal year (January 1 to December 31) for the purpose of:

    i) appointing new directors;

    ii) electing officers as required;

    iii) electing officers as required;

    iv) receiving and approving financial statements; and,

    v) conducting other business as necessary.

    c) A special meeting of the Board may be held by giving no fewer than three (3) days written notice to the Directors and by specifying in the notice the purpose of the meeting. A special meeting may be called by:

    i) the Chair;

    ii) the Vice-Chair;

    iii) the Treasurer; or

    iv) no fewer than three (3) Directors who shall inform the Chair of the Board in writing of their purpose and intent to call a special meeting no fewer than three (3) days prior to the circulation of notice to the Directors of such a meeting.

    d) The Board shall hold its annual general meeting within ninety (90) days of the end of the fiscal year by giving no fewer than fourteen (14) days written notice to the Directors and by stating in the notice the date, time and location. The meeting will be held for the purposes of:

    i) receiving and approving annual financial statements;

    ii) electing Directors-at-Large;

    iii) ratifying Directors with Portfolio;

    iv) reviewing and amending the Constitution and Bylaws as required; and,

    v) conducting other business as necessary.

    2. Quorum for Regular, Special and Annual General Meetings 

    a) A quorum shall consist of a simple majority of Directors.

    b) For the purpose of transacting business, a majority is defined as fifty percent plus one (50% plus 1) of votes cast.

    c) Should any Director be unable for any reason to attend a regular, special or annual general meeting, substitutes will not be accepted.

    Article IV: The Board

    1. Composition 

    a) The Board shall comprise no more than eighteen (18) Directors of which a simple majority shall be ASIC constituents.

    b) The number of Directors-at-Large shall equal or exceed the number of Directors with Portfolio at all times.

    2. Officers 

    a) The officers of the Board shall comprise, at minimum, a Chair, Vice Chair, Treasurer, Secretary, and Chair of a Nominating Committee who shall be elected under the following provisions:

    i) The Board shall elect the Chair only from among Directors who are ASIC constituents and have served as a Director for a minimum of twelve (12) months on the basis of nominations presented to the Board by the Nominating Committee or by the Directors themselves;

    ii) The Board shall elect the Vice-Chair only from among Directors who are ASIC constituents and have served as a Director for a minimum of twelve (12) months on the basis of nominations presented to the Board by the Nominating Committee or by the Directors themselves;

    iii) The Board shall appoint the remaining officers from among the Directors on the basis of nominations presented to the Board by the Nominating Committee or by the Directors themselves;

    iv) Should they deem it necessary, the Board may at any time appoint officers in addition to the Chair, Vice Chair, Treasurer, Secretary and Chair of the Nominating Committee; and,

    v) All officers shall be appointed for a two-year term commencing with the date of their election and assumption of office.

    b) The Chair, Vice-Chair, Treasurer, Secretary and Chair of the Nominating Committee shall be elected and take office at the first regular meeting following the annual general meeting, and shall form the organization's executive committee.

    3. Duties of Officers 

    a) In addition to the duties prescribed below for Directors in Item 4 – Duties of Directors, the Chair shall:

    i) be the primary volunteer spokesperson for ASIC;

    ii) preside at all meetings of the Board;

    iii) monitor the operations of the organization and its Board to ensure they are operating in full compliance of the Constitution & Bylaws; and

    iv) perform such other duties as may be from time to time prescribed by the Board.

    b) In addition to the duties prescribed below for Directors in Item 4 – Duties of Directors, the Vice-Chair shall:

    i) act in the absence of the Chair; and,

    ii) perform such other duties as may be from time to time prescribed by the Chair and/or the Board.

    c) In addition to the duties prescribed below for Directors in Item 4 – Duties of Directors, the Treasurer shall:

    i) be responsible for managing and maintaining records of the income and expenses of ASIC;

    ii) be responsible for presenting the financial statement at regular meetings of the Board and at the annual general meeting;

    iii) serve as the Board’s liaison with ASIC’s financial institution; and

    iv) perform such other duties as may be from time to time prescribed by the Chair and/or the Board.

    d) In addition to the duties prescribed below for Directors in Item 4 – Duties of Directors, the Secretary shall:

    i) be responsible for managing and maintaining records of all regular, special and annual general meeting minutes of ASIC;

    ii) perform administrative support for the Board and its Standing Committees; and

    iii) perform such other duties as may be from time to time prescribed by the Chair and/or the Board.

    e) In addition to the duties prescribed below for Directors in Item 4 – Duties of Directors, the Chair of the Nominating Committee shall:

    i) be responsible for managing the operations of the Nominating Committee as per its Terms of Reference; and,

    ii) perform such other duties as may be from time to time prescribed by the Chair and/or the Board.

    4. Duties of Directors 

    a) Duties of Directors shall include:

    i) advocating on behalf of the ASIC constituency for personal or systemic change as appropriate;

    ii) educating the public with respect to blindness related issues;

    iii) raising funds to benefit ASIC’s operations; and,

    iv) conveying ASIC-related communiqués to the members of Affiliate Organizations and/or the ASIC Constituency.

    b) Any Directors who publicly oppose, refuse to implement, abide by or uphold a majority decision of the Board made through due process may be required to terminate his/her Board membership.

    5. Remuneration of Directors 

    a) No Director shall receive remuneration for activities undertaken in the performance of their duties as Directors.

    b) A Director shall be reimbursed for reasonable expenses incurred in the performance of duties on behalf of ASIC, with prior approval from the Board Chair.

    Article V: Committees of the Board

    1. The Board may establish standing and ad hoc committees as it may deem appropriate from time to time.

    Article VI: Procedure

    1. All meetings of the Board shall be conducted according to generally accepted rules of order.

    2. Voting at all meetings shall be in person only except where teleconference attendance is required due to geographic location or economic efficiencies.

    Article VII: Affiliate Organizations

    1. Affiliate Organization’s that wish to participate under the provisions of the Constitution and Bylaws shall make application to the Board. Review and consideration by the Board will be undertaken within thirty (30) days following receipt of application and written notice to the applicant will be provided within ten (10) days thereafter.

    Article VIII: Amendments

    1. The Constitution and Bylaws may be amended by a two-thirds (2/3) majority vote by the Board at an annual general meeting.


    Amended by resolution at a duly constituted meeting of the Board on this 7th day of April 2014.


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