Technology Association for Visually Impaired Missourians
Bylaws Revised November 4, 2020
Article I
Name and Purpose
Section 1. Name. The name of the corporation shall be Technology Association for Visually Impaired Missourians, hereinafter referred to as (“TAVIM”).
Section 2. Purpose. The purpose for which TAVIM is organized is as set forth in the Articles of Incorporation of TAVIM.
The Mission of Technology Association for Visually Impaired Missourians is to provide computer equipment, training materials, and other adaptive technology to qualifying Missourians who are visually impaired, with the intent to empower individuals in current-day communication.
Locations of Offices
Section 1. Offices. The principal office of TAVIM shall be located in St. Louis, MO.
Section 2. Other Offices. TAVIM may have offices at such other place or places, within Missouri, as the Board of Directors may designate.
Section 1. General Powers. The affairs of TAVIM shall be managed by its officers, (hereinafter referred to as the “Board “). Officers shall be residents of Missouri.
Section 2. Number. The Board shall consist of no fewer than three (3) and no more than five (5) members, the number to be determined by resolution of the Board.
Section 3.The officers of TAVIM shall be a President, Vice President, a Secretary, a Treasurer or secretary/treasurer and such other officers as may be elected or appointed in accordance with the provisions of this Article. The Board may elect or appoint such other officers as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board.
Section 4. Directors. The Board may elect or appoint directors, with a maximum of 5, (five), as it shall deem necessary. Such directors shall have the authority and perform the duties prescribed from time to time by the Board.
Section 5. Nominations. A board- appointed committee shall prepare slates of nominees for officers of TAVIM. The slates shall be accompanied by a summary of the qualifications of each nominee that demonstrate his or her potential effectiveness in fulfilling the Board’s responsibilities.
Section 6. Election and Term of Office. The officers of TAVIM shall be elected by the Board at its annual meeting or as necessary to fill vacancies. New offices may be created and filled at any meeting of the Board. Each officer shall hold office for two (2) years or until his or her successor shall have been duly elected. No person shall serve in any single office for more than three (3) consecutive two-year terms. After an absence of one (1) year in any office, such person shall be eligible for re-election to that office for up to three (3) additional consecutive two-year terms, subject to the restrictions otherwise herein stated.
Section 7. President. The President shall preside at all meetings of the Board. He or she shall see that all orders and resolutions of the Board are carried into effect and in general, shall perform all duties incident to the office of Chairperson and such other duties as may be assigned by the Board.
Section 8. Vice President. The Vice President shall act in the absence of the president in which case he or she shall have all the power and authority of the president.
Section 9. Secretary. The Secretary shall record or cause to be recorded minutes of all meetings of the Board. The secretary shall give or cause to be given notices of all meetings.
Section 10. Treasurer. The Treasurer shall oversee all funds and securities of TAVIM. The Treasurer shall be the Chairperson of the Standing Finance Committee of the Board.
Section 11. Resignation and Removal. An officer may resign at any time by submitting his or her written resignation to the President of the Board. Resignations shall be effective on the date specified therein, or, if no date is specified, upon receipt by the President. An officer may be removed, with or without cause, by a majority vote of the board then in office. Resignation or removal shall also constitute resignation from any committee of which such officer is a member and from any office held by such officer.
Section 12. Vacancies. Any vacancy occurring in the Board shall be filled by a majority vote of the board then in office.
Section 13. Attendance. Officers are required to attend at least 50% of the regularly scheduled Board meetings held each year. An officer who fails to meet the attendance requirement may be removed from office. Exceptions for illness and personal emergencies may be considered.
Section 14.Meetings. Regular meetings of the Board shall be held a minimum of quarterly at the principal place of business of TAVIM or as specified in the notice of the meeting. The meeting held during November shall be the annual meeting of the Board. Special meetings may be called at the discretion of the president or a majority of the board.
Section 15. Conference Calls. Officers or members of any committee designated by the Board may participate in any meeting of the Board or committee by means of a conference telephone or similar communication. Participation in a meeting in this manner shall constitute presence in person at the meeting.
Section 16. Notice. Written or printed notice stating the meeting date shall be delivered no fewer than two (2) days before the date of the meeting, either personally, by mail, by fax or by email.
Section 17. Quorum. A simple majority of the whole Board shall constitute a quorum for the transaction of any business at any meeting of the Board.
Section 18. Voting. An officer shall vote in person whenever possible. Use of electronic voting including teleconference, email, text, and fax is acceptable for time-sensitive issues.
Section 19.Compensation. Board Members shall not receive any salaries for their services. However, the Board by resolution may provide for a fixed sum plus expenses for meetings of the Board or for travel related to board service.
Section 1. Standing Committees. The following shall be standing committees of the Board. Each committee shall consist of at least one (1) Board member, who shall be the chairperson. Non-board members may serve on committees. To the extent provided by resolution or these Bylaws, Standing Committees shall have the authority of the Board in the management of TAVIM; however, no such committee shall have the authority of the Board in reference to amending, altering or repealing the Bylaws or amending the Articles of Incorporation.
The finance committee oversees all aspects of the financial status of TAVIM. This committee also prepares the annual budget, including long-range planning, and monthly financial reports for Board approval. This committee also recommends policies for Board approval regarding providing and acquisition, as well as investments and bank accounts.
The executive committee shall consist of the president, vice president, secretary and treasurer of TAVIM.
Section 2. Other Committees. Other committees may be designated by a resolution adopted by a majority of the officers present at a meeting at which a quorum is present.
Section 3.
Unless otherwise provided in the resolution of the Board designating a committee, or these Bylaws, a simple majority of the whole committee shall constitute a quorum, and the act of a majority of the members present at a meeting at which a quorum is present shall be the act of the committee.
Section 1: Release of Liability of Board Members. TAVIM agrees to indemnify and hold the Officers harmless to any and all liability arising from their activity in connection to Technology Association for Visually Impaired Missourians.
Section 2: Amendments. These bylaws may be altered, amended, or repealed at any meeting of the Board, providing that a written copy of the proposed changes was mailed or otherwise provided to the Board at least 30 days in advance of the meeting. Amendments to these bylaws shall require a two-thirds majority vote of the members of the Board.
Section 3: Dissolution Clause. Upon the dissolution of TAVIM, the Board shall, after paying or making provisions for the payment of all of the liabilities of TAVIM, dispose of all the assets of TAVIM exclusively for the purposes of TAVIM in such manner, or to such organization or organizations organized and operated exclusively for charitable, educational, religious, or scientific purposes as shall at the time qualify as an exempt organization under Section 501 (c) (3) of the Internal Revenue Code of 1954 ( or the corresponding provisions of any future United States Internal Revenue Law) as the Board shall determine. Any such assets not so disposed of shall be disposed of by the Circuit Court of the County in which the principal office of TAVIM is then located, exclusively for such purposes or to such organization or organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.
Section 4: Fiscal Year. The fiscal year of TAVIM shall begin on the first day of January and end on the last day of December of each year.
Section 5: Books and Records. TAVIM shall keep correct and complete books and records of account, shall keep minutes of the proceedings of the Board and shall keep, at the registered or principal office, a record giving the names and addresses of the members of the Board.
Section 6. Insurance. TAVIM may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of TAVIM, or is or was serving at the request of TAVIM as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against him or her and incurred in any such capacity, or arising out of his or her status as such, whether or not TAVIM would have the power to indemnify him or her against such liability under the provisions of this Article.
Adopted by the Executive Board of Technology Association for Visually Impaired Missourians, Inc. on this _Fourth_ day of _November_, _2020_.
By: _Paul Mimms_
ATTEST: _Denny Huff__