ARTICLE I. NAME.

The name of this organization shall be: AMERICAN ASSOCIATION OF VISUALLY IMPAIRED ATTORNEYS.

ARTICLE II. PURPOSE.

The purpose of the AMERICAN ASSOCIATION OF VISUALLY IMPAIRED ATTORNEYS shall be to provide a national, non-profit association of visually impaired attorneys and visually impaired law students which will: (a) Provide a forum for discussion of the special problems encountered by visually impaired persons licensed to practice law and of visually impaired students in training for the legal profession; (b) Protect the interests of visually impaired members of the legal profession; (c) Acquire, preserve, and maintain law libraries and periodicals of special interest to visually impaired attorney and visually impaired law students; (d) Promote the production of and dissemination of information concerning legal materials in braille, recorded or electronic formats suitable for use by visually impaired attorneys and visually impaired law students; and (e) Do all lawful things necessary or desirable for the advancement of the legal profession. As used in these Bylaws, their terms “visually impaired attorney” and “visually impaired law student” shall refer to any attorney or law student either having or considering himself or herself to have a visual impairment.

ARTICLE III. AFFILIATION.

The AMERICAN ASSOCIATION OF VISUALLY IMPAIRED ATTORNEYS shall be affiliated with the American Council of the Blind.

ARTICLE IV. MEMBERSHIP, VOTING AND DUES.

A. MEMBERSHIP. (1) Voting Member—any visually impaired person licensed to practice law in any jurisdiction is eligible for voting membership in this Association. (2) Student Members—any visually impaired student preparing for the practice of law shall be eligible for student membership in this Association. (3) Associate Members—Any other person or organization wishing to support the aims and goals of this Association may be an associate member. (4) Charter Members—Each person who was a member of the American Blind Lawyers Association on or before December 31, 1970, shall be a charter member of this Association. (5) Honorary Members—By majority vote of those member present and voting at an annual meeting of the Association, honorary membership may be conferred upon persons who have made outstanding contributions to the betterment of visually impaired members of the legal profession. B. Voting. Each member of this Association who attends a regular or special membership meeting, either in-person or virtually, shall be entitled to one vote.  Voting on matters coming before any membership meeting for decision shall be conducted in one (1) of two (2) manners: (1) by voice vote; (2) by recorded vote.  For voice votes in-person attendees shall vote via oral ayes and nays, and virtual attendees shall vote by raising hands or by such telephonic, online, or other protocols or remote voting platforms or client programs as may be adopted for use at the meeting. C. Each voting member of this Association who attends a membership meeting shall be entitled to one vote. D. Dues. Dues in this Association shall be due on or before August 1 of each year, and shall be delinquent November 1 of each year. A delinquent member may be reinstated to membership in this Association by the payment in full of dues for the membership year in which such delinquent member seeks reinstatement. The membership year of this Association shall be August 1 through July 31 of the next succeeding year. A new member who joins the Association after January 31 shall pay one-half (1/2) of the dues for the applicable membership class. Dues in this Association shall be set by a majority of the voting members of the Association in attendance at the annual meeting of the Association for the subsequent year.

ARTICLE V. OFFICERS, BOARD MEMBERS, TERMS OF OFFICE AND ELECTIONS.

A. Eligibility, Titles, and Composition of the Executive Board. (1) All Officers and Directors of this Association must be voting members of the Association. (2) Until 2023, the officers of this Association shall consist of: a President, First Vice-President, Second Vice-President, Secretary, Treasurer, and (provided holding no other office) the Immediate Past President.  After 2023 there shall be only one Vice-President. (3) The Executive Board of this Association shall (beginning after the regular membership meeting in 2023) consist of 10 persons, including the 5 Officers noted above plus 5 elected Directors. B. The terms of office shall be as follows: (1) All Officers and 7 Directors were elected for two-year terms in 2021, pursuant to the Bylaws in effect at that time. (2) The current terms of the President and Secretary shall expire in 2023, and thereafter each successive term for these positions shall last for two years, with elections to be held in odd-numbered years. (3) The terms of office for the Vice-President and Treasurer elected in 2023 shall last for 3 years until 2026, and thereafter the Vice-President and Treasurer will be elected every two years in even-numbered years. (4) The terms of the 7 Directors elected in 2021 shall expire in 2023.  In 2023 the new Board, including only five (5) Directors, shall be elected on a staggered basis, with three (3) of the five (5) (designated as Board seats 1 through 3) to be elected for two year terms in odd-numbered years beginning in 2023, and with two (2) of the five (designated as Board seats 4 and 5) initially elected in 2023 to three-year terms expiring in 2026, with those two Board seats thereafter becoming two-year terms, filled in even-numbered years beginning in 2026. (5) No Officer shall serve more than two (2) consecutive terms in the same position.  However, the terms of Officers and Directors shall not expire until their successors have been elected.  An individual appointed to fill a vacancy shall be deemed to have served one term if holding the position for more than one year prior to the next election for the position. C. Officers and Directors shall be elected by a majority of voting members present and voting at the annual convention. Whenever there shall occur, prior to the expiration of his or her term, a vacancy in the office of President, the Vice President shall assume such post, and all other vacancies shall be filled by appointment by the President, with approval of the Executive Board, which approval may be obtained in writing from each of the Board members when it is not possible for such Board to assemble to pass on such appointment. D. Not more than two (2) members of the Executive Board shall be residents of any one state, the District of Columbia, any Territory or Possession of the United States, or any other jurisdiction.

ARTICLE VI. POWERS AND DUTIES OF OFFICERS AND DIRECTORS.

A. The Executive Board shall be the governing body of this Association between membership meetings, provided that they may not take any official action in conflict with the existing policies or decisions made by the membership. The Executive Board is empowered to appoint an executive secretary of this Association and to charter auxiliary and subordinate divisions of this Association. B. The Officers shall perform the usual functions of their offices as prescribed by Roberts Rules of Order, Revised, unless provided by these By-Laws. C. The Secretary shall make available to each member a written or recorded summary of all official actions taken at any regular or special meeting of the membership or of the Executive Board. D. The Treasurer shall maintain a role of members in good standing and shall make a financial report at each regular meeting of the membership.

ARTICLE VII. MEETINGS.

A. The regular membership meeting of this Association shall be held annually, at a time and place designated by the membership at its annual meeting the previous year, with notice to be sent to all members as specified in subsection F below. B. Additional or special meetings of the membership may be called by the executive board to deal with exigent matters that may arise between annual meetings. C. Meetings of the Executive Board shall be held periodically throughout the year, with each meeting scheduled at the preceding meeting. The President shall also be authorized to call special meetings of the Executive Board as circumstances warrant. D. All membership and board meetings or portions thereof may be conducted either exclusively or as a contemporaneous hybrid component by means of the internet or other electronic communications technology in a fashion pursuant to which the members have the opportunity to read or hear the proceedings concurrently with their occurrence, to vote on matters submitted to the members, to pose questions, and to make comments. E. For all meetings, a quorum shall consist of a majority (50% plus one) of the number of eligible persons present and voting, except that a quorum for meetings of the executive board shall consist of a majority of its members. F. Notice of all meetings including the regular annual meeting shall be given to all eligible participants within 10 to 60 days prior to its scheduled occurrence, except that for emergency meetings of the executive board a shorter time may be allowed, provided actual notice is received by all board members.

ARTICLE VIII. PARLIAMENTARY AUTHORITY.

The rules set forth in the most current edition of Robert’s Rules of Order shall govern the procedures and conduct of this Association in all matters to which they are applicable and in which they are not inconsistent with these Bylaws, with any special rules of order the Association may adopt, or with provisions of the District of Columbia (DC) CODE pertaining to membership corporations.

ARTICLE IX. AMENDMENTS.

Any proposed amendments to these By-Laws shall be submitted in writing to the Secretary at least sixty (60) days prior to the annual membership meeting. The Secretary shall send each voting member a copy of any such proposed amendment at least thirty (30) days prior to the annual membership meeting. Any proposed amendment shall be adopted if approved by two-thirds (2/3) of the members present and voting at the annual membership meeting.