- ARTICLE I. Name
- ARTICLE II. Purposes
- ARTICLE III. Individual & Affiliate Membership and Voting
- ARTICLE IV. Officers and Directors
- ARTICLE V. Meetings
- ARTICLE VI. Committees
- ARTICLE VII. Fiscal Year
- ARTICLE VIII. Finances
- ARTICLE IX. Removal of Officers, Directors, and Appointees
- ARTICLE X. Amendment
- ARTICLE XI. Parliamentary and Procedural Protocol
- ARTICLE XII. Corporation Dissolution
- The name of this organization shall be Guide Dog Users, Inc., hereinafter to be known as GDUI.
- The name of Guide Dog Users, Inc. shall not be used by any person or organization without the expressed written consent of the President and/or the Board of Directors of GDUI.
The purposes of this organization, in addition to those stated in the Articles of Incorporation, shall be:
- To promote the acceptance of guide dog teams by all agencies, employers, educational institutions, commercial establishments, and the general public.
- To work for the expansion, standardization, and enforcement of legal provisions, both civil and criminal, governing the rights and responsibilities in the areas of public access, employment, housing, personal injury to dog and handler, transportation, and recreation.
- To work in cooperation with guide dog training providers in contributing input in the areas of selection, training, health care, and accommodations for both canine and human students, and to provide constructive input to improve the quality of the training experience.
- Any person sixteen (16) years of age or older may become a member of GDUI.
- The majority of GDUI members shall be guide dog users.
- All members in good standing (dues current and no unresolved charges) shall have the right to cast his/her vote at any meeting of the membership which may include any properly called telephonic election or election by other electronic means. (Refer to Article V Meetings, Section C. for properly called meetings). There shall be no proxy voting.
All affiliates of GDUI shall be organized in accordance with the following requirements:
- Any organization making application for affiliate status shall have no fewer than seven (7) members, the majority of whom shall be guide dog users. Each affiliate organization shall maintain a majority of members who are users of guide dogs. Any affiliate failing to maintain a membership of at least seven (7) members for three (3) consecutive years shall be subject to dismissal from GDUI according to the procedures stated in ARTICLE III, F. 2, below.
- The organization making application for affiliation shall submit its constitution and bylaws for review and approval by the GDUI Board of Directors.
- There shall be no conflict between the constitution and/or bylaws of any organization applying for affiliation and the constitution of GDUI.
- Applicants for affiliation shall be approved by a majority vote of the voting members of the Board of Directors.
- All affiliates shall be responsible for paying the required dues per affiliate member to GDUI on an annual basis. Failure to submit the required dues in a timely manner may, by direction of the Board of Directors, forfeit voting privileges for the affiliate and the members of the affiliate.
- Each GDUI affiliate shall, on an annual basis, submit its dues along with an updated roster of members, a copy of its constitution and/or bylaws (as amended), and a current list of officers and directors to the Treasurer on or before the 15th of February, unless the affiliate requests and is granted an extension by the President.
- Affiliate voting shall be limited to caucuses and other activities authorized by the Board of Directors, with the exception that the membership at a properly called meeting, may, by majority vote of those present and voting, call for a roll call vote on a specific matter of business. When affiliate voting is authorized, each affiliate shall be entitled to one (1) affiliate vote in any annual or special meeting of the membership or properly called telephonic or electronic election/meeting for each seven (7) affiliate members, or major fraction thereof; however, no affiliate may have more than twenty-five (25) affiliate votes.
- Each affiliate shall select a delegate who shall cast the affiliate's vote.
- Should the membership of an affiliate drop below seven (7) members, that affiliate shall be entitled to one (1) affiliate vote and be subject to the conditions specified in Section D. 1. of this article.
- To insure that its affiliate vote is cast in an equitable manner when conducting ACB business, GDUI shall conduct a caucus at each annual convention at which time the delegates will record the vote of GDUI members and affiliate representatives present in conformity with the provisions of this section. Individual affiliate members shall be members of GDUI by virtue of their affiliate membership and shall possess all rights incidental thereto.
Dissolution and Dismissal of Affiliates:
- In the event of the dissolution of an affiliate, the president or other presiding officer of the dissolved affiliate shall, as soon as possible after the membership has voted to dissolve, notify the President and Treasurer of GDUI, in writing, of the dissolution of the affiliate.
- An affiliate failing to comply with the requirements specified in Article III. D. 5. of this constitution for a period of three (3) consecutive years without appropriate justification, shall be deemed to have relinquished its status as an affiliate, and shall, after due notice and an opportunity to appear and defend itself, be removed from the roster of affiliates upon the majority vote of the voting members of the Board of Directors.
- Telephonic voting and any other electronic means of voting which have been proven successful may be used for elections, amendments to the constitution, and any other issues authorized by the Board of Directors. A majority vote of those participating in such voting shall decide elections and any other issues allowed by this means of voting, unless a two-thirds vote of those present and voting is specified by this constitution. In any election for any officer position, where there are more than two (2) candidates for the same office, and no candidate receives a majority of the votes cast, a runoff election shall be held between the top two candidates. In elections for Director Seats for the GDUI Board of Directors, the open seats shall be filled by the candidate with the most votes. If two or more Director positions are being recruited, the candidates with the highest number of votes will prevail; i.e., if two positions are being recruited, the candidates with the two highest numbers of votes will prevail, if three positions are being recruited, then the top three candidates will prevail.
- May shall be the month of the annual election unless otherwise rescheduled by the Board of Directors.
- The officers of GDUI shall be the President, the First Vice-President, the Second Vice-President, the Secretary, and the Treasurer.
- The President, First Vice-President, and Second Vice-President shall be elected for terms of two (2) years and shall not be eligible to serve for more than two (2) consecutive terms in the same office.
- The Secretary and Treasurer shall be elected for terms of two (2) years and there shall be no term limits.
- All elected or appointed members shall perform the duties of their offices, directorships, or appointed positions as prescribed by the Board of Directors, this constitution, Robert's Rules of Order Newly Revised, or any other document to which they may be subject.
- GDUI shall elect six (6) directors with two (2) directors being elected annually for terms of three (3) years, thereby creating staggered terms. No member shall be eligible to serve for more than two (2) full terms as a director.
- There shall be no more than three (3) elected members of the Board of Directors from the same state, District, or possession. The Immediate Past President is not an elected position.
- The officers, directors, immediate past President, and the three (3) additional members who are elected or appointed to the Board shall constitute the Board of Directors and shall be the governing body of GDUI between meetings of the membership. During meetings of the Board of Directors the Board members may cast votes in person, by mail, or telephone or other electronic means that have been proven successful. A majority vote of the voting members of the Board of Directors shall decide matters of business during such meetings unless a two-thirds (2/3) vote is required by this constitution or any other document to which the Board is subject. The Board of Directors shall not take any official action or make any decision that is in conflict with any prior action or decision of the membership.
- The immediate past President shall have full voting privileges and shall serve until there is another immediate past President.
- There shall be three (3) additional positions on the Board of Directors, two (2) of which are appointed by the President, and one (1) of which is elected by the Board of Directors. The two appointed positions are the Affiliate Liaison and the Guide Dog School Liaison, and the elected position shall be the Editor of Paw Tracks. These additional appointees shall serve as ex-officio members of the Board but without a vote. The additional two (2) appointed Board members shall be limited to serving the same terms as directors unless an extension of service is requested and granted by a majority vote of the voting members of the Board. The member elected to the Board position of Paw Tracks editor shall serve unlimited terms unless requested to be removed or is removed from that position by the procedures specified in Article IX. REMOVAL OF OFFICERS, DIRECTORS, AND APPOINTEES.
- All elected officers, directors, and appointed Board members shall serve in no more than one (1) Board position at a time while serving on the GDUI Board of Directors.
- Any member who serves less than half of the term provided for an office, directorship, or appointed position shall not have that portion of a term counted as a term served. The term of service for all officers, directors, or appointees shall begin at the close of the annual GDUI convention in the year of election and shall end at the close of the annual GDUI convention in the year that elects and qualifies their successors.
- If, for any reason, a member of the board of directors chooses to submit his or her resignation from office, the individual wishing to resign must submit a letter of resignation, to the President or to the entire board, specifying his or her intention to resign and the office being resigned. The President may accept the resignation but the actual resignation must be ratified by a majority vote of the voting members of the board of directors before it can take effect. The original resignation may be withdrawn at any time prior to this ratification taking place.
- A vacancy in the office of President shall be filled by the First Vice-President. The Second Vice-President shall become the First Vice-President. The new President may appoint, with approval by majority vote of the voting members of the Board of Directors, a qualified member to fill the vacancy and serve the remainder of the vacated term in the office of Second Vice-President. Otherwise, an election, at a time, place, and procedure decided by the Board, will be held to elect a new Director. Unless otherwise specified in this constitution, all other vacancies in officers, directors, or appointed positions shall be filled by appointment by the president with the approval of a majority vote of the voting members of the Board of Directors. Such appointees shall serve the remainder of the terms vacated.
- The President, First Vice-President, Second Vice-President, and a majority of the Board of Directors shall be guide dog users.
- GDUI shall meet in convention annually in conjunction with the annual convention of the American Council of the Blind to conduct business, engage in educational and recreational activities, and participate in the various activities of the annual convention of the American Council of the Blind. The use of telephonic voting or other electronic voting may be incorporated during or after the annual convention or at any other properly called meeting where a quorum is present or may become present. Such other meetings include special meetings, telephonic or other meetings by electronic means, or the May election. The President may call meetings of the membership upon a majority vote of the voting members of the Board of Directors. In the event of an emergency, the Board of Directors, by a two-thirds (2/3) vote of the voting members of the Board, may call a special meeting of the membership and proper notice, as required for the annual convention and any other meetings of the membership, shall be waived for the calling of meetings due to emergencies.
- Quorum Requirements: For purposes of voting at the annual business meeting, a number of members present and voting greater than or equal to fifteen (15) percent of the total membership of GDUI shall constitute a quorum. A majority of the voting members of the Board of Directors shall constitute a quorum of that body. A quorum for voting by telephonic or other electronic means shall be fifteen (15) percent of the total membership of GDUI, with each member participating in the election being counted as present for quorum purposes. A quorum shall be maintained throughout each meeting of a committee, the membership, or Board of Directors in order to conduct business.
- A properly called meeting of the membership of GDUI, including telephonic and other electronic elections/meetings, shall be one that is noticed to all members by written or printed means, giving the place, date, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called. Such notice shall be delivered to each member eligible to vote in person or by mail in accordance with the laws for non-profit incorporation of The District of Columbia unless a member requests notice by electronic mail as an alternative. The call of the meeting may be by or at the direction of the President, or the Secretary, or the Board of Directors. Notice of meetings shall be transmitted to the membership not less than 10 or more than 50 days before the date of the meeting.
In addition to the committees listed below, the membership or the Board of Directors may establish such other standing, special, or ad hoc committees as needed to carry out the purposes of GDUI.
- Membership: The membership of each committee shall consist of the number of members necessary to serve GDUI effectively. The President, with the approval of the Board of Directors, shall appoint as Chairpersons members in good standing who possess those qualities and experience needed to carry out the purpose(s) of the committee to which appointed. The President shall, by appointment, fill vacancies that may occur in the chair of committees. The Chairperson of each committee shall appoint qualified members to serve on his/her committee and to fill vacancies within his/her committee. The President shall be ex-officio of all committees except the nominating committee.
- Terms of Service: The Chairperson of each committee shall be limited to serving for two (2) consecutive terms of (2) years as chairperson of the same committee. Serving for less than half of the stated term shall not count as a term served. Committee members may serve unlimited terms.
- Reporting: Each committee shall report to the Board of Directors, to the assembly at annual meetings, and/or through publications of GDUI, on a needs basis or as directed by the President or Board of Directors.
- Meetings: The President, the Chairperson, or a majority of committee members may call meetings of a committee. A majority vote of all members present and voting at a committee meeting where a quorum is present, shall decide matters of business. Such meetings may be by teleconferencing or other electronic means and in person with a majority of its members constituting a quorum.
- List of Committees and Duties: The goals, duties, responsibilities, and requirements of all committees shall be developed by each committee, directed by the Board of Directors, stated in this constitution, or by the membership in convention assembled. Once developed, these goals, duties, requirements, and responsibilities should be published as a set of standing rules for each committee or added to this constitution by way of amendments to the appropriate committee.
- Fund Raising
- Public Relations
- Special Concerns
- The fiscal year of GDUI shall run from January 1, through December 31.
- Dues, memberships and other requirements for affiliation with the American Council of the Blind shall be adhered to by GDUI and its members.
- The amount of dues for at large or lifetime members shall be set by the board of directors. When changed, such dues and payment requirements shall be adequately publicized to the members by whatever means decided by the board.
- Receipts and Disbursements: All funds, except those with specific instructions, received by GDUI from dues and other sources shall be paid into a general fund, and all disbursements from the general fund must have the approval of the Board of Directors, unless such disbursements are authorized by way of the annual budget of GDUI. Disbursements that exceed any individual budget item limit must have prior approval of the Board of Directors with the exception of emergencies in which case the expenditure shall be submitted to the Board for ratification by a majority vote of the voting members of the Board.
- Budget and Finance: The Budget and Finance Committee shall, at the beginning of each fiscal year, prepare and recommend to the Board of Directors a budget that addresses the financial needs of this organization, and shall supervise the financial activities related to that budget.
- Review of Financial Records: The financial records of this organization shall be reviewed by a properly qualified certified public accountant selected by and at such times as the Board of Directors shall deem appropriate.
- Removal of Officers or Directors: Any elected officer or director may be removed from office for good and sufficient cause by a majority vote of those present and voting by the person(s) authorized to elect such officers or directors. Therefore, elected officers or directors of GDUI shall only be removed from office by a majority vote of the membership present and voting at a properly called membership meeting, after the officer or director has been given written notice of the charges against him/her and afforded an opportunity to appear before the Board and offer a defense to the charges. If the officer or director fails to adequately defend him or herself, the Board, by a two-thirds (2/3) vote of the voting members of the Board, shall recommend to the membership removal from office which may or may not include forfeiture of membership. The vote of the membership to uphold the recommendation of the Board shall be the same voting body that elected the officer or director.
- Any appointed Officer or Director or other appointee, or the elected PawTracks Editor may be removed for just cause by the person making the original appointment or by the body making the original appointment upon a majority vote of those present and voting at a properly called meeting of that body.
Causes for removal of officers, directors, and appointees shall include, but not be limited to:
- Being absent from three (3) consecutive meetings of the Board of Directors without just cause as determined by majority vote of the remaining voting members of the Board.
- Failure to pay dues or otherwise comply with membership requirements.
- Failure to perform the duties of office as prescribed by this constitution.
- Performing the duties of office in a manner detrimental to the aims and purposes of GDUI.
- Personal conduct that brings discredit upon GDUI.
- Conviction of a felony.
- Unless otherwise specified in this constitution, vacancies in officers, directors, or appointed positions, shall be filled according to the procedures stated in ARTICLE IV. L. OFFICERS AND DIRECTORS.
This constitution may be amended at the annual convention of GDUI, during the annual election in May, or at a special meeting properly called by the Board of Directors. The following procedures shall be followed.
- Proposed Amendments: All proposed amendments must be submitted to the Constitution/Resolutions Committee at least ninety (90) days prior to the annual convention, annual election in May, or any other meeting at which the proposed amendments will be voted upon. The Constitution/Resolutions Committee, together with the proposer(s), may meet and jointly approve the final draft. Upon approval by the Constitution committee, amendments will be submitted to the Board of Directors for review, publication, and submission to the membership according to the procedures stated below. Any proposed changes brought about by Board of Directors review, must be mutually agreed upon by the Board and the Constitution/Resolutions Committee.
- Notice: Proper notice of proposed amendments shall be provided to all members not less than forty five (45) days prior to the meeting at which the amendments will be voted upon and such notice shall be delivered to each member eligible to vote in person or by mail in accordance with the laws for non-profit incorporation of The District of Columbia unless a member requests notice by electronic mail as an alternative. Additional media may be by "PawTracks" and/or any electronic communication for informational purposes.
- Vote Required: A two-thirds (2/3) vote of the eligible members present and voting shall be required to adopt proposed amendments. Voting shall be by telephonic or other electronic means, or other acceptable voting methods as determined by the Board of Directors or the eligible voting members present at the meeting. Adopted amendments go into effect immediately unless otherwise stated in the amendment or by way of a proviso attached to the amendment.
The rules, requirements, and standard operating procedures stated in the constitution of GDUI, together with any written rules GDUI may adopt, shall govern the proceedings of GDUI in all cases to which they apply and do not conflict with any higher authority to which GDUI is subject. The most current edition of Robert's Rules of Order Newly Revised shall be the official reference on parliamentary issues not adequately resolved by this constitution.
- GDUI is incorporated in the District of Columbia.
- Upon dissolution, which shall require a two-thirds (2/3) vote of the members present and voting at an annual convention or a special called meeting, GDUI shall be dissolved. Such dissolution shall follow Internal Revenue Regulations, applicable procedures established in the Articles of Incorporation, and any current Federal or State law(s) that apply to District of Columbia 501 (c) 3 not for profit corporations. An attorney should be engaged to advise GDUI should dissolution become necessary.
The adoption of this revised constitution of GDUI replaces all other constitutions and/or bylaws heretofore adopted. The Secretary, or person or persons responsible for preparing this document for presentation, publication, or distribution is hereby authorized to make such technical, editorial, and/or conforming changes as may be necessary without in any way changing the intent of the original wording contained herein.
Adopted by telephonic vote of the Membership in May 2012.