Bylaws of the Institute for Innovative Blind Navigation



Article I

The Name and Purpose of this non-profit organization

1.1 The name of this organization shall be the Institute for Innovative Blind Navigation; also known under the initials "IIBN"

1.2 IIBN was formed to track the development of emerging technologies created to improve the safety and efficiency of wayfinding for individuals who are blind or visually impaired; to increase consumer and professional awareness of these new tools; to conduct or support informational and educational activities that promote awareness; to sponsor or produce reports, meetings, conferences, internet based knowledge management (electronic "books"), and workshops to further public, consumer, and professional awareness; and to educate policy makers and the public concerning the changing funding priorities and social infrastructure needed to advance promising wayfinding technologies.

Article II

Offices

2.1 IIBN is a legally incorporated non-profit agency in the State of Michigan. The registered office of IIBN shall be located in the State of Michigan at such place as may be fixed from time to time by the Board of Directors. The corporation may have offices within or outside the State of Michigan at such places as the Board of Directors may from time to time determine.

Article III

Board of Directors

3.1Corporate Powers of the Board of Directors: The management of all affairs, property, and interests of the corporation shall be vested in a Board of Directors. The Board of Directors shall have the power to borrow money and incur indebtedness on behalf of the corporation and cause to be executed and delivered for the corporation's purposes, in the corporate name, promissory notes, bonds, debentures, deeds of rust, mortgages, pledges, hypothecations, and other evidences of debt and securities.In addition to the powers and authorities expressly conferred upon it by these Bylaws and Articles of Incorporation, the Board of Directors may exercise all such powers of the corporation and all such lawful acts and things as are not by statute or by the Articles of Incorporation or by these Bylaws otherwise prohibited.

3.2 Number of Board Members: The board shall be composed of not less than five members and not more than twenty five members. The size of the board shall reflect the needs and circumstances of the agency at any given time.

3.3Qualification of Board Members: Members of the Board of Directors shall share the vision of IIBN and lend their support and expertise to further the mission and goals of the organization.

3.4 Term of Office: Members serve for a three year term. They may be re-elected to the board after their term expires. Terms will be staggered to ensure there is not a full turnover of members in any given year.

3.5Vacancies: A vacancy or vacancies on the Board shall be deemed to exist in the event of resignation, disqualification, removal or death of any member, of if the authorized number of members is increased. Vacancies in the membership may be filled by majority vote of the remaining members.

3.6 Regular Meetings: The Board shall meet two times a year: in the fall (October) and in the spring (March). The date, month, and time of meetings shall vary to accommodate the schedules of the Board members. Members of the Board may attend meeting through a teleconference system if they are unable to be personally present.

3.7 Special Meetings: The director may at any time call a special meeting of the Board.

3.8 Compensation: Directors shall not receive compensation for service on the Board, but may be reimbursed for expenses incurred in connection with the performance of their duties as Directors if authorized by the Board

3.9 Quorum: A quorum must be attended by at least thirty percent of the Board members before business can be transacted or motions made or passed.

3.91 Election and Removal of Board Members: The Board shall be responsible for nominating new Board members as deemed needed. A member of the Board shall be considered to have submitted his or her resignation after three consecutive unexcused absences from Board meetings. The Board may remove a member at any time after a two-thirds majority vote.

3.92 At Large Members of the Board: Committees of the Board may gather membership from outside the Board of Directors.At large members shall serve for as long as the designated committees need their expertise.

Article IV

Officers and Duties

4.1 The officers of the organization shall include a chairperson and such officers as deemed advisable from time to time by the Board of Directors.

4.2 The term of an officer is three years.

Article V

Accounting Practices and Fiscal Year

5.1

Article VI

Committees of the Board

6.1 The Board may, by resolution adopted by a majority of the authorized members, designate one or more committees to serve at the pleasure of the board. At least one board member shall serve on each committee.

Article VII

Amendments to the Bylaws

7.1 Bylaws may be amended, altered, or repealed by a vote of two-thirds of the membership.

Article VIII

Non-Discrimination Policy of the Board

8.1 The Board shall establish and uphold a non-discrimination certificate. This was established and approved by the Board on April 3, 1998.