BYLAWS OF Out-Of-Sight.net, Inc. Most Recent Revision August 10, 2015
Article I Members, Trustees AND Purposes
The members of Out-Of-Sight (out-of-sight.net, Inc.), shall be all persons who have applied for registration, have been officially approved and are currently in good standing with said corporation.
Board Trustees shall be selected and appointed as provided in Article II.
The purposes of the Corporation are as follows:
(a) To function and subsist as an internet chat site, created as a community consisting primarily of blind and visually impaired individuals who have come together to share life experiences.
(b) To educate the blind and visually-impaired and their families so that they may advocate for themselves in obtaining what they need to facilitate a better quality of life.
(c) To educate both the blind and sighted about the capabilities of the blind.
(d) To provide a comfortable atmosphere where camaraderie, friendship, educational opportunities, fun and challenging games and a variety of other special events are made available to be enjoyed by its members.
(e) To enrich the lives of every member who participates in its activities and events.
(f) To welcome individuals from all walks of life, nationalities, races, and religious affiliations.
All programs, services, employment and functionality of the corporation, including, but not limited to, the election and/or approval of members and Trustees, shall be administered and provided without regard to race, gender, age, religion, color, national origin, or disability.
Article II Board of Trustees
All of the authority of the corporation shall be exercised by the Board of Trustees, which shall consist of no fewer than five (5) and no more than seven (7) individuals.
A majority of the total number of Trustees is required to be present at a Board meeting in order to establish a quorum for the transaction of any business. The act of a majority of the Trustees present at a meeting at which a quorum is present shall be the act of the Trustees, unless a greater number is required by these bylaws or by law.
Any Trustee may be removed from office, after notice and opportunity to make a statement or be heard, by unanimous affirmative vote of all the other Trustees present at a duly constituted meeting of the Trustees called for that purpose, provided that not less than two-thirds, (2/3) of the total number of incumbent Trustees are present at the meeting. Removal of a Trustee may be based upon, but is not limited to, the following grounds:
(a) The refusal or failure of a Trustee to comply with the Bylaws of the Corporation;
(b) The failure or neglect of a Trustee to perform his or her duties as Trustee in an honest and forthright manner;
(c) Engaging in any conduct which has injured or would injure the business or reputation of the Corporation or otherwise adversely affect the interest of the Corporation;
(d) Being found guilty of fraud, dishonesty or any other act of misconduct in the rendering of services on behalf of the Corporation;
(e) The unexcused absence, combined with the lack of a properly executed proxy in accordance with these Regulations, for said absence, from three (3) regularly scheduled Trustee meetings within a calendar year;
(f) Inability, for any reason, to perform his or her duties as Trustee of the Corporation; or
(g) For any other good and sufficient cause.
Should any vacancy occur on the Board of Trustees, any Board trustee may present one or more nominations to the Trustees, and the remaining Trustees may select and appoint a member in good standing to fill such vacancy for the unexpired term at the next regularly scheduled meeting or at a special meeting called for such purpose.
Except as otherwise provided herein, the term of office for a Trustee shall be two (2) years and no person may serve as a Trustee for more than three (3) consecutive full terms. A former Trustee shall be eligible to serve again as a Trustee after the lapse of one year from the expiration of his or her prior term as a Trustee.
(a) Vacancies occurring on the Board of Trustees shall be filled by majority vote of the remaining Trustees at the next scheduled meeting of the Board or as soon thereafter as possible.
(b) Suggestions of individuals to fill positions on the Board of Trustees may be submitted by the general membership or any current Trustee.
(c) Individuals must be members in good standing and either blind or visually impaired individuals in order to qualify to serve on the board of trustees.
Any possible conflict of interest pertaining to any Trustee shall be disclosed to the Board by such trustee. When such conflict of interest is relevant to a matter requiring action by the Board of Trustees, including, but not limited to removal from the Board, the interested person shall call it to the attention of the Board, and such person shall not vote on the matter. The person having such conflict shall vacate the room from where the Board is meeting and shall not participate in the final deliberation or decision regarding the matter under consideration.
Article III Meetings
The annual meeting of the Trustees shall be held in a designated chat room of the website hosted by the Corporation or at such other place as may be designated by the Trustees at such time as designated by the President on any day during the period of time between January 2 and the date of the regularly scheduled January board meeting.
Regular meetings of the Trustees shall be held in a designated chat room on the website hosted by the corporation or at such other place as may be designated by the President, or at such other times as may be fixed by resolution of the Trustees. The President shall give written notice to each Trustee of the time and place of all regular meetings of the Trustees, by Email, or by personal delivery or by mail, telegram or facsimile or computer transmission, at least five days before the meeting.
Special meetings of the Trustees may be called at any time by the President (or in the case of his or her absence or inability to act, or any vacancy in the office of the President, by the Vice-President) or by any two of the Trustees. At least twenty-four hours prior notice of each special meeting shall be given in writing to each Trustee by Email, or by personal delivery or by mail, telegram or facsimile or computer transmission, which notice shall state the time, place and objects of such meeting. Such notice may be given by the officers or Trustees calling the meeting but the President shall give such notice upon written instructions from such officers or Trustees. All special meetings shall be held in a designated chat room hosted by the website of the corporation as designated in the notice thereof, unless all the Trustees agree in writing or by personal presence to meet elsewhere.
Any meeting of Trustees may be adjourned from time to time and any business that might have been done at such meeting may be done at any adjourned session thereof. Meetings of the Trustees may be held on a holiday, or part holiday, with the same force and effect as if held on a business day.
Any Trustee may waive in writing notice of any meeting of the Trustees, and attendance, by any Trustee, without protest, at any meeting of the Trustees, shall be deemed a waiver of the notice of such meeting.
Voting to fill Board Trustee or officer vacancies, and votes on other matters by the Trustees, may be conducted by Email or other electronic or computer text transmission.
Article IV Powers and Duties of Trustees
The Trustees, at a meeting of two-thirds (2/3) or more of the total number of trustees, shall have power to remove, at their pleasure, any officer; to prescribe their duties and powers; and to fix their compensation, if any; however, no member or Trustee shall receive any compensation for his or her services as such member or Trustee or as an officer or employee, except that payment of reasonable compensation for services otherwise rendered may be made to a Trustee or member or to a firm or corporation in which he or she may have an interest.
The Trustees shall have power to collect and receive all moneys or properties paid or transferred to the corporation to be used for the purposes provided in the Articles of Incorporation, and to pay all necessary and reasonable expenses required to carry out the work of the corporation, and to use all said moneys and property for the purposes provided in the Articles of Incorporation.
The Trustees shall have power to create from time to time, committees as they shall deem appropriate, to consist of not less than three Trustees, and to delegate to them such powers and authority as they shall deem proper, and to revoke their appointment and to restrict or modify their powers. The President shall appoint the chair (other than the nominating committee) members of such committees.
The Trustees shall have the power and authority to do any other lawful act which may be necessary or convenient or incident to the carrying out of the purposes for which the corporation is formed.
Article V Officers
(a) The officers of the corporation shall be a President and Vice President of the Corporation and Board of Trustees, such number of Vice Presidents as the Trustees may from time to time determine, a Secretary and a Treasurer. Any two of said offices may be held by one and the same person. All of these positions must be filled by existing Board trustees.
(b) The board of trustees, at its discretion, may appoint a non-board member to the position of financial officer, who will be appointed or reappointed yearly to maintain all checking and saving accounts or any other items involving the site's finances.
(c) The Board of trustees, at its discretion, may delegate, to any non-board trustee in good standing, any administrative or other duties or responsibilities, including those requiring site passwords and administrative privileges.
The officers shall be elected by majority vote by the Trustees at the first regularly scheduled meeting following the annual meeting of the Trustees or at any special meeting called for such purpose and shall hold office at the discretion of the Trustees. The term of office for any officer of the Board of Trustees shall be one (1) year.
The President and Vice-President shall have the usual powers and duties of such officers with regard to the management and oversight of the day-to-day operations of the corporation. The President shall automatically serve as The Chairperson of the Board of Trustees, shall be deemed a trustee under Article II above, and shall have full Board-trustee privileges, including full voting privileges, and full privileges to make motions and participate in discussions and debate. In the Presidentís absence, the Vice-President shall preside at all meetings of the Trustees. The President and Vice-President of the Corporation shall have such other powers and duties as may be prescribed by the Trustees.
The Secretary shall attend all meetings of the Trustees and shall keep and maintain a full record of their proceedings. In the absence of the Secretary, the presiding officer shall appoint a temporary Secretary. The Secretary shall be responsible for the safekeeping of all records belonging to the corporation, except the books of account and financial records. The Secretary shall have other powers and duties as the Trustees may from time to time prescribe.
The Treasurer shall be custodian of and shall receive and safely keep and render an account of all moneys and other property moneys and other property of the corporation and shall make payments and disbursements as directed by the Trustees. The Treasurer shall have such further powers and duties as the Trustees shall from time to time prescribe, and the Trustees may require the Treasurer to furnish bond or other security for the faithful performance of his or her duties at the expense of the corporation. The Treasurer may delegate responsibility for day-to-day operations to the Vice-President-Finance, if one is then serving, or to such other officer or employee as the Trustee deems appropriate.
The Vice-Presidents shall have the usual powers and duties of such officers with regard to the management and oversight of the day-to-day operations of the corporation and such other powers and duties as the Trustees shall from time to time prescribe. At the request of the President or in case of his absence or disability (subject to Section 7 of this Article), one of the Vice-Presidents in the order of their seniority, shall perform all the duties of the President and when so acting shall have all the powers of the President.
If any officer of the corporation is absent or unable to perform his duties as such officer, the Trustees may appoint some other person to act for such officer, until such time as such officer is able to assume his or her duties.
Article VI Indemnity of Trustees and Officers
The corporation shall, to the full extent permitted by the West Virginia Non-Profit Corporation Law, indemnify all persons whom it may indemnify pursuant thereto.
Article VII Principal Office
The principal office of the corporation shall be at 12089 Highway 16South, War, West Virginia, 24892.
Article VIII SEAL
The seal of the corporation, if one is adopted or required by law, shall be determined by majority vote of the Board of Trustees and shall represent the functions and purposes of Out-Of-Sight to the extent possible.