Bylaws of Behind Our Eyes
Document last updated: September 20, 2015
Article One. Name
Section 1. The name of this group shall be Behind Our Eyes, a non-profit organization. It is an entity in and of itself, not part of any other disability or writing organization.
Section 2. The term “Writers’ Partyline” has generally been used informally and interchangeably in reference to this organization’s e-mail list(s), but is not part of the organization’s legal name. Therefore, for purposes of clarification, any reference to “the group” hereafter in these bylaws refers to Behind Our Eyes.
Article Two. Purpose
The goals of this non-profit organization are:
- to support and inspire the writings of people with disabilities.
- to promote all Behind Our Eyes projects as set forth by the board of directors and the membership.
- to promote public awareness in order to develop an enlightened public opinion of people with disabilities.
- to develop the writing craft of the members through regular communication by telephone, e-mail, and other appropriate technologies accessible to all members.
- to publish such works as the members may generate as a group.
Article Three. Members
Section 1. Any person may become a member if that person is interested in or actively pursuing a writing vocation or avocation and has a disability that could be verified by a physician or service agency.
Section 2. Members shall be those individuals whose contact and disability information are on record with Behind Our Eyes, as a result of having requested membership in the group by means of an e-mail or hard copy letter to the secretary. Nonmembers submitting to publications shall be invited to join the organization.
Section 3. When circumstances warrant, positions vital to the organization can be outsourced. Such individuals may be designated as Associate Members. Associate Members must be voted on by the membership and can be paid a stipend determined by the board. Associate Members need not be disabled and will not be subject to the six-month membership requirement if they are elected to hold office. Associate Members cannot vote.
Section 4. Any individuals who have donated time, talent, and expertise to the organization may be considered to be Honorary Members and shall have all normal membership privileges, with the exception of voting and holding office.
Section 5. Members shall be strongly encouraged to participate in e-mail lists and/or teleconferences provided by the group.
Section 6. Any member choosing to discontinue membership must notify the President or Secretary by e-mail or in hardcopy and shall be removed from the membership list and any other lists maintained by the group as soon as possible.
Article Four. Fees and Donations
Section 1. Joining the group and maintaining membership in the group shall require no application fee nor dues.
Section 2. Anyone may donate money to the group. All such donations and voluntary contributions of book royalties shall be deposited into a corporate account maintained by Behind Our Eyes.
Article Five. Officers
Section 1. The officers shall consist of the President, Vice President, Secretary, Treasurer, Members at Large, and Project Manager(s).
Section 2. The elected officers shall be President, Vice President, Secretary, Treasurer, and Members at Large. Positions of merit, and that of Project Manager(s) shall be appointed by the board of directors. The Project Manager(s) shall be a primary editor of books or other works generated by the members. Other Project Manager(s) shall be appointed as additional projects are developed or published.
Section 3. Persons may be nominated or volunteer to run for an office.
Section 4. To be eligible as a voting officer, a member shall have belonged to the organization for six (6) months preceding his/her election to office.
Section 5. The membership roster will be used to determine voter eligibility.
Section 6. Officers shall be elected by identified voice or e-mail ballot. A simple majority of the members present and voting during a one-week period will be tallied to determine the results.
Section 7. Election of officers shall be held annually, with terms of office to be rotated as follows:
- The initial term of office of the President and Treasurer was for two (2) years.
- The initial term of office for the Vice President, Secretary, and Members at Large was for one (1) year. Subsequent terms of office for all board members shall be for two (2) years.
Section 8. Board appointed Project Manager(s) shall serve an initial term of two (2) Years, but shall not exceed more than three (3) years during the initial term of service when appointed prior to an election year rotation. Subsequent terms shall be for two (2) years, with additional time extensions and/or reappointments made as often as deemed necessary by the board, in regards to project status.
Section 9. In case of a vacancy in the office of President, the Vice President shall assume the duties of President. If the Vice President is unable to fulfill the office of President, the Project Manager with the longest term of service shall assume the duties of President until a special election can be held. Vacancies in other offices, if occurring 60 days or more prior to the next general election, shall be filled by special election. The board shall approve the date and time for a special election. (See Article Seven, Sections 9 and 10.)
Article Six. Duties of Officers
Section 1. The officers shall perform the duties prescribed by these bylaws.
Section 2. The President shall:
a. facilitate all board meetings and administrative membership meetings;
b. supervise programming for teleconferences;
c. post conference times, topics, and agendas on all relevant e-mail lists;
d. be ex-officio member of all committees;
e. affix his/her name to appear as one of two (2) authorized signatures on all Behind Our Eyes corporate accounts;
f. have full voting privileges at all board and administrative membership meetings.
Section 3. The Vice President shall:
a. perform the duties and responsibilities of the President in his/her absence or inability to serve,
b. tally votes for elections with assistance from an objective observer chosen by the general membership,
c. tally votes with another designated board member when an e-mail vote is conducted by the board.
Section 4. The Secretary shall:
a. take minutes of the proceedings of all Behind Our Eyes board of directors and administrative membership meetings;
b. post all minutes from board of directors and administrative membership meetings on all relevant e-mail lists and by any other means accessible to all members;
c. keep copies of all minutes and correspondence relevant to the business of Behind Our Eyes;
d. keep a membership list (including names, addresses, phone numbers, e-mail addresses, and disability type) and provide it to any board member requesting it for conducting Behind Our Eyes business.
Section 5. The Treasurer shall:
a. receive all funds of the Behind Our Eyes Organization and deposit them in a bank or banks as designated by the board of directors;
b. pay only those bills authorized by the board of directors; (All expenditures must be approved by the board. Expenses over two hundred dollars [$200] shall be submitted for additional approval by the general membership. Approval shall consist of a simple majority vote of the members present and voting during a prearranged administrative membership meeting in accordance with regular Behind Our Eyes voting procedures described elsewhere in these Bylaws.)
c. provide a treasurer’s report quarterly, or as otherwise directed by the board, and post the reports on all relevant e-mail lists and by any other means accessible to all members;
d. transact financial business through a corporate account(s) and comply with all relevant statutes pertinent to the corporate status of the organization;
e. affix his/her name to appear as one of two (2) authorized signatures on all Behind Our Eyes corporate bank accounts.
f. write and e-mail or mail to donators thank-you notes containing a statement for income tax purposes.
Section 6. Members at Large shall Assist in the Behind Our Eyes projects and shall have full board of directors privileges.
Article Seven. Board of Directors
Section 1. The officers of the Behind Our Eyes Nonprofit Organization, project managers, and those holding positions of merit shall constitute the board of directors. All board members, except Associate Members, shall have voting privileges.
Section 2. The Board shall have the ability to conduct business in the following general manner.
a. The board of directors is subject to the will of the members.
b. The board shall have general supervision of the affairs of the Organization between its meetings and shall make recommendations to the members.
c. The board must approve all financial transactions; any expenditure over $200 must have additional approval by the general membership at an administrative membership meeting.
d. The board must approve items requiring the vote of the membership at Administrative Membership meetings.
e. The board shall determine how the Writers’ Partyline e-mail list is moderated.
f. The President and one other board member shall call for an e-mail vote on organizational matters between meetings when necessary.
(1.) When the issue in question is presented by e-mail to all board members, an additional option shall be given to discuss the matter at the next board meeting, rather than by e-mail vote.
(2.) The Vice President and one other board member will record the count. After a time limit for voting by e-mail is established, all board members shall be encouraged to vote within the specified time frame. The issue shall be considered to have passed with a simple majority vote.
Section 3. Meetings of the board shall be at the call of the President, or upon request of three (3) members of the board. Members shall be notified in advance as stated in Article Eight, Section 4.
Section 4. If the board of directors consists of seven (7) members or less, four (4) members shall constitute a quorum at board meetings. If the board consists of eight (8) or nine (9) members, five (5) members shall constitute a quorum. If the board consists of ten (10) or more members, six (6) members shall constitute a quorum.
Section 5. With the consent of the members of the board, the President may extend to designated members or consultants an invitation to attend meetings of the Board and to participate in discussion at such meetings.
Section 6. The board shall create committees and official positions of merit.
Section 7. Any board member not fulfilling the duties of his/her office, or exhibiting proven misconduct shall be removed from office by a simple majority vote of the membership.
Section 8. Any board member missing three (3) consecutive Board meetings without valid reason as determined by the Board shall be removed from office.
Section 9. Any board member wishing to resign from his/her position shall submit a letter of resignation in print or by e-mail to the board and shall return all documents related to his/her office within 14 days.
Section 10. Board vacancies (if more than sixty days before a general election) shall be filled by special election to complete the remainder of the vacated term, with the exception of positions of merit.
Article Eight. Meetings
Section 1. All board of directors meetings, administrative membership meetings, and regular teleconferences shall be open to all members. Every effort shall be made to record teleconference meetings, especially administrative membership and board meetings, in an accessible audio format.
Section 2. General membership meetings.
a. The group shall endeavor to meet at least twice a month at an agreed upon time(s) by the membership.
b. In as much as is possible, guest speakers shall be invited to participate in teleconferences.
c. Other conference calls may be requested by the board or members. Notices of such meetings are to be posted by the President or Secretary no less than seven (7) days in advance on all relevant e-mail lists or by any other means of communicating with all group members.
Section 3. Administrative membership meetings.
a. Administrative membership meetings shall require a quorum of at least ten (10) members, including three (3) board members, in order for voting to take place.
b. Meetings dedicated exclusively to Behind Our Eyes business shall occur at least semiannually. At least three (3) board members must be present if voting is to occur.
c. Additional meetings may be called by the President, three (3) board members, or six (6) general members.
Section 4. Board of Directors Meetings.
a. Board of directors meetings may be called by the President or three (3) board members.
b. Notices of board meetings are to be posted by the President or Secretary no less than seven (7) days in advance on all relevant e-mail lists or by any other means of communicating with all group members. Members may speak at board meetings at times determined by the board.
c. In the rare event an emergency board meeting is deemed necessary, the seven-day notification shall be waived; but the board and general membership shall be notified at least 24 hours in advance of the meeting.
Article Nine. Membership Voting Procedures
Section 1. Election of officers shall be conducted in accordance with Article Five, Section 5, and Article Six, Section 3(c) of these bylaws.
Section 2. Attendance shall be taken at administrative membership meetings in order that voting may comply with Article Eight, Section 3, (a) and (b).
Section 3. Voting on regular business issues shall be conducted by simple majority-voice vote, moderated by the Vice President or a previously designated objective observer. There shall be no proxy voting. With regard to major business issues, the board of directors may extend voting by e-mail and voice mail messages, as prescribed in Article Five, Section 5, and Article Six, Section 3(a), and shall announce these special voting procedures in advance of the meeting.
Section 4. Issues shall generally be decided by a simple majority vote of members present and voting, unless specified elsewhere in these bylaws.
Article Ten. Committees
Section 1. The board of directors may create committees to carry on the business of the Organization. Members assigned a position on board-designated key committees shall have belonged to Behind Our Eyes for a minimum of six (6) months.
Section 2. Each new published work shall be considered a committee, chaired by the project Manager of that edition or publication.
Section 3. Project Managers shall report to the board of directors as requested.
Article Eleven. Amending the Bylaws
Section 1. After consideration by the board of directors, these bylaws may be amended at an administrative membership meeting wherein at least two-thirds of the voice vote of the general membership (present at the meeting) is in favor of the amendment(s), provided the proposed amendment(s) has been submitted to all relevant e-mail lists and made available by other means accessible to all members one (1) week prior to the meeting.
Section 2. Amendments shall take effect immediately upon adoption.
Section 3. Any amendment adopted must be in compliance with the legal State and Federal statutes regulating nonprofit organizations.
Article Twelve. Dissolution
Although the period of duration of Behind Our Eyes is perpetual, if for any reason the Organization is to be dissolved or otherwise terminated, assets are to be liquidated and outstanding bills paid. Then and only then, shall the remaining assets be disbursed to another 501(c)(3) organization of the Behind Our Eyes board’s choosing, with due diligence being made to bestow assets on a group(s) providing support to writers with disabilities.
- Adopted August 2008
- Amended December 14, 2008
- Amended February 21, 2010
- Amended November 21, 2010
- Amended August 3, 2014
- Amended September 20, 2015