BY-LAWS

ILLINOIS COMMITTEE OF BLIND VENDORS

BYLAWS

Amended May 25, 2021

Table of Contents
Preface – Definitions

Article I – Purposes
1.01 Nature of Organization
1.02 Purposes
1.03 Powers and Duties
1.04 Tax Exempt Status

Article II – Meetings of Managers
2.01 Annual Meeting
2.02 Elections
2.03 Election of Chair and Vice Chair
2.04 Other Committee Members
2.05 Special Meetings
2.06 Notice of Meetings
2.07 Conduct of Meetings

Article III – Organization of Committee
3.01 Composition
3.02 Term of Office
3.03 Censure of Committee Members
3.04 Recall
3.05 Vacancies
3.06Compensation

Article IV – Meetings of Committee
4.01 Post Election Committee Meeting
4.02 Regular Meetings
4.03 Agenda Notice
4.04 Special Meetings
4.05 Quorum: Manner of Acting
4.06 Action by Unanimous Consent
4.07 Telephone Conference Call

Article V – Officers
5.01 Election: Term
5.02 Chair
5.03 Vice Chair
5.04 Secretary

Article VI – Subcommittees
6.01 Generally
6.02 Composition
6.03 SLA Representation
6.04 Standing Subcommittees
Training Committee
Transfer/Promotion Committee
Budget Committee
Program and Policy Development Committee (PPDC)
Elections/Credentials Committee
Facility Development Committee
Technical Services and Equipment Committee
Health & Welfare Committee
Public Relations Committee’Special Subcommittee and Work Groups

Article VII – Expenses
7.01 Elections
7.02 Travel Expenses

Article VIII – Adoption and Amendment
8.01 Adoption
8.02 Modification of ByLaws
8.03 Proposal of Amendments
8.04 General Meeting

Article IX Miscellaneous Provisions
9.01 Rules of Order

PREFACE – DEFINITIONS

In an attempt to make these Bylaws flow smoothly, and for the sake of brevity, the following definitions have been added. These titles and phrases will be referred to throughout.

Committee means – Illinois Committee of Blind Vendors

Act means – The Randolph-Sheppard Act

State Act means – The Blind Vendor Act, and “pl 2421”

SLA means – State Licensing Agency

BEPB means – Business Enterprise Program for the Blind

Chair means – ICBV Chairperson

Days means – Calendar Days

Manager means – Any Inventoried Vendor, Licensed Vendor, and any
Vendor in a 40-day transition period between facilities.

Trainee means – Individuals enrolled in the BEPB training program

Recent Graduates means – Active certified BEPB Training Graduates

Active Participation means – Active participation means an ongoing process of collaboration between the State Licensing Agency (SLA) and the Elected Committee of Blind Vendors to achieve joint planning and approval of all major administrative and Business Enterprise Program (BEP) development, annual budget, facility development, rules, policies and procedures prior to implementation or amendment by the SLA. BEP areas requiring active participation include, but are not limited to, the development and execution of policies, rules, and procedures governing the training, retraining, duties, supervision, transfer, promotion, facility development, equipment, and financial participation of blind vendors, as well as the policies, rules, and procedures governing the collection and management of set aside funds.

ARTICLE I – PURPOSES

1.01 Nature of Organization. Committee shall be the organization created and existing pursuant to the Act 20 § 107b-1, and regulations promulgated thereunder by the United States Department of Education. The Committee shall be elected by and composed of blind managers licensed by the SLA in its capacity as “State Licensing Agency” Pursuant to the Act/State Act, regulations thereunder, and applicable State Law and regulations.

1.02 Purposes. The primary purposes of the Committee shall be:

  1. To ensure, on behalf of all Managers, Trainees, and Recent Graduates, that the Act/State Act and regulations thereunder are properly administered;
  2. To act as liaison between the Managers, Trainees, and Recent Graduates and the SLA;
  3. To act as an advocate for Managers, Trainees, and Recent Graduates to actively participate generally;
  4. To ensure that all Managers, Trainees, and Recent Graduates are provided with opportunities for continued education.

1.03 Powers and Duties. The Committee shall have such powers and duties as are conferred by law or as may be agreed by the Committee and the SLA, and shall:

  1. Actively participate with the SLA in major administrative decisions and policy and program development; decisions affecting the overall administration of the State’s Business Enterprise Program;
  2. Receive and transmit to the SLA, through the Chair, grievances at the request of Managers and serve as advocates for such Managers in connection with such grievances.
  3. Actively participate with the SLA in the development and administration of a system for the transfer and promotion of Managers;
  4. Actively participate with the BEPB in the development of training, retraining, and upward mobility programs for Managers;
  5. Sponsor, with the assistance of the SLA, meetings and instructional conferences for Managers within the State;
  6. Present proposals for establishment or change of policies, program development, and any other matters within its jurisdiction, from the Committee or other Managers to the SLA;
  7. Review the Program Operation Budget and make recommendations concerning fiscal effectiveness of the budget;
  8. Facilitate communication with Managers on all activities and matters of interest;
  9. Actively participate with the SLA in the determination of the charge to set-aside funds for any purposes as set out in 34 C.F.R. 395.09; and

1.04 Tax Exempt Status.

  1. This organization is organized exclusively for educational and charitable purposes within the meaning of Section 501(c) (3) of the Internal Revenue Code.
  2. Notwithstanding any other provision of these articles, this organization shall not carry on any other activities not permitted to be carried on:
  3. by an organization exempt from Federal income tax under section 501 (c) (3) and the Internal Revenue Code of 1954 (or the corresponding provision of any future United States Internal Revenue law) or;
  4. by any organization, contributions to which are deductible under section 170 (c) (2) of the Internal Revenue Code of 1954 (or the corresponding provision of future United States Internal Revenue Law).
  5. Upon the dissolution of this organization, after payment or adequately providing for the debts and the obligations of the organization, the remaining assets shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for education and charitable purposes and which has established its tax exempt status under section 501 (c) (3) of the Internal Revenue Code.

ARTICLE II – MEETINGS OF MANAGERS

2.01 Annual Meeting. The Managers shall meet to consider matters arising in connection with the business of the Committee no less than once annually, at such time and place as the Committee shall determine. The Managers shall elect committee members at this annual meeting as provided below.

2.02 Elections. Elections shall be by secret ballot and shall be conducted under the supervision of the SLA, which shall develop procedures for such election with active participation of the Committee.

2.03 Election of Chair and Vice-Chair. Election of Chair and Vice-Chair of the Committee shall occur prior to the election of other Committee members. The positions shall be voted upon in alternate years. If a current Committee member is elected Chair or Vice-Chair, he or she shall serve in such capacity for a further two-year term as provided in Section 5.01, and the Managers shall, at the same meeting, elect another Manager to fill any unexpired portion of Committee member’s term.

2.04 Other Committee Members. In addition to the Chair and Vice-Chair, four Committee members shall be elected at the annual meeting in every odd-numbered year, and five Committee members shall be elected at the annual meeting in every even-numbered year. A separate election shall be held for each position; voting shall not be cumulative.

2.05 Special Meetings. Special meetings of the Managers may be called by:

  1. Resolution of the Committee;
  2. Call of the Chair of the Committee;
  3. Petition in writing signed by no less than twenty percent (20%) of the Managers; provided, however, that the Committee shall determine the time and place of a special meeting so called; or,
  4. The SLA pursuant to Section 3.04 of these Bylaws.

2.06 Notice of Meetings. Written and electronic notice stating the place, day and hour of each meeting and, in the case of a special meeting, the purpose for which such meeting has been called, shall be given to each Manager not less than fifteen days before the date of such meeting, by personally delivering a copy of such notice or by depositing such notice in the U.S. mail addressed to each Manager at the address maintained by the SLA, or by electronic e-mail notification to each manager who has provided an e-mail address to the SLA. Notice shall be deemed given when mailed.

2.07 Conduct of Meeting. Each Manager shall be entitled to one vote on each matter submitted to a vote of the Managers. Twenty percent (20%) of Managers shall constitute a quorum for the transaction of business. Except as otherwise provided by law or these Bylaws, the action of a majority of the Managers present at a meeting shall be the action of the Managers.

ARTICLE III – ORGANIZATION OF COMMITTEE

3.01 Composition. There shall be eleven members, proportionally representative of the number of Managers in the Chicago six County metropolitan area and the balance of the State, and likewise where possible proportionally representative of the vending facilities located on Federal and Non-Federal property. This proportion shall be determined by the SLA with active participation of the Committee. Until such time as there may be a change in the number of Committee members, or a change in the geographic distribution of Managers, no less than four Committee members shall be elected from the Chicago six county metropolitan area or downstate. Six counties are as follows: Cook, DuPage, Kane, Lake, McHenry and Will.

A Manager shall represent the region from which he/she was elected for the entire term.

3.02 Term of Office. Each Committee member shall hold office for a period of two years, beginning upon the adjournment of the election meeting or until a successor is duly elected (except as provided in Section 2.03).

3.03 Censure of Committee Members. If during the term of a Committee member he/she breaches the following he/she will automatically be removed from the Committee.

  1. Misses two (2) consecutive scheduled Committee meetings;
  2. Misses a total of four (4) scheduled Committee meetings, including conference calls, during his/her two (2) year term.

3.04 Recall Election. Upon petition in writing signed by fifty percent (50%) of the Managers and submitted to the SLA, the SLA in conjunction with ICBV Board shall establish a date of the Recall Election If any Committee member is so recalled, the recalled Committee member shall have an opportunity to rerun for the Committee position, an election shall be held at such meeting to elect a new Committee member for the unexpired term of the recalled member.

3.05 Vacancies. Any vacancy created by the resignation of any Committee member, or for any other reason except recall, shall be appointed by the Chair with Committee approval until the next annual election.

3.06 Compensation. No Committee member shall receive any compensation for services rendered in that capacity. Committee members shall be reimbursed for expenses reasonably incurred in attending Committee meetings, following the State Travel Rules.

ARTICLE IV – MEETINGS OF COMMITTEE

4.01 Post Election Committee Meeting. There shall be a scheduled post-election Committee Meeting or a conference call within 14 days after the election.

4.02 Regular Meetings. No less than four regular meetings of the Committee shall be held during each calendar year, at such times and places as determined by the Committee.

4.03 Agenda Notice. A written and where possible electronic agenda shall be prepared and distributed prior to each regular meeting. Notice of each regular meeting, together with a copy of the agenda, shall be mailed to each Manager not less than fifteen calendar days before such meeting at the address as maintained by the SLA.

4.04 Special Meetings. Special meetings of the Committee shall be called by the Chair, or by any four other Committee members. The date, time and place plus general purpose of such meetings shall be as specified in the notice given to each Committee member. If delivered verbally, such notice shall be given not less than two days before the date of such meeting. If mailed, such notice shall be deposited in the U.S. Mail addressed to the Committee member at the address as maintained by the SLA, no less than 10 days before the date of such meeting. If delivered via e-mail, such notice shall be given not less than two days before the date of such meeting.

4.05 Quorum; Manner of Acting. Six Committee members shall constitute a quorum for the transaction of business. The action of a majority of the Committee members present at any meeting shall be the action of the Committee.

4.06 Action by Unanimous Consent. Any action which might be taken by the Committee at a meeting may also be taken by consent in writing either print or electronic, setting forth the action, signed by all Committee members.

4.07 Telephone Conference Call. Any meetings called by the Chairman, or any Committee Chair, Special meetings of the Committee may be held by telephone conference call, subject to the notice requirements as set forth above. The SLA may be requested to notify all committee members of the date and time of the meeting and provide a telephone number and passcode to access the meeting.

4.08 Special meetings maybe called by the Chairman as needed that do not involve the SLA. When such meetings arise, the time and call-in information will be provided to the Board. E-mail votes may be utilized if deemed to be necessary.

ARTICLE V – OFFICERS

5.01 Election; Term. The officers of the Committee shall be a Chair and a Vice-Chair. The Chair and Vice-Chair shall be elected as provided in Section 2.03 and shall each serve a term of two years or until a successor is duly elected.

5.02 Chair. Subject to the direction of the Committee, the Chair shall:

  1. Supervise and control the affairs of the Committee;
  2. Prepare the Agenda for meetings;
  3. Receive and transmit grievances to the SLA on behalf of a Manager;
  4. Have responsibility for providing appropriate assistance to a Manager in the pursuance of a grievance procedure;
  5. Serve as a exofficio member of all subcommittees;
  6. Must attempt to meet with the Bureau Chief, Office of Rehabilitation Services, Illinois Department of Human Services prior to at least four meetings per year;
  7. Perform all duties incident to such office and such other duties as may be prescribed from time to time by the Committee.

5.03 Vice-Chair. The Vice-Chair shall perform all duties and exercise all powers of the Chair when the Chair is absent or otherwise unable to act. If the Chair is permanently unable to serve, assume these duties until the successor to Chair is elected at the next annual election meeting. The Vice-Chair will also perform such other duties as may be prescribed from time to time by the Committee.

5.04 Secretary. The position of Secretary shall be held by a standing Committee member. He/She will be elected by the Committee following the election of other Committee members. The position will be voted on by the Committee annually.
Duties:

  1. To monitor the progress and execution of motions passed by the Committee.
  2. To coordinate with the BEPB Liaison in scheduling Committee meetings and teleconferences.

5.05 Treasurer. The position of Treasurer shall be held by a standing Committee member. He/She will be elected by the Committee following the election of other Committee members. The position will be voted on by the Committee annually.
Duties:

  1. To maintain financial records of the organization
  2. To distribute financial information as deemed appropriate by the Committee

ARTICLE VI – SUBCOMMITTEES

6.01 Generally. There shall exist certain standing subcommittees and the Committee may, by motion, create additional special subcommittees. Subcommittees shall advise and make recommendations to the Committee, but shall not exercise the authority of the Committee except as specifically provided in these Bylaws or in the enabling resolution of the Committee.

6.02 Composition. – Except as provided otherwise below or by motion of the Committee, each standing subcommittee should consist of a chair, who is a member of the elected committee, along with 4 other managers appointed by the subcommittee chair and approved by the elected committee. Such election and appointments shall occur as soon as possible following the election meeting. Each Committee member shall serve for the one year or until a successor is elected or appointed.

6.03 SLA Representation. The SLA shall designate an appropriate non-voting representative to each standing subcommittee, who shall receive all notices of subcommittee meetings and shall attend and participate at such meetings and other subcommittee functions.

6.04 Standing Subcommittees. Standing subcommittees shall be as follows

  1. Training Committee
    • Composition – The Training Committee shall be composed of the Training Committee Chairman plus four additional members. One of which must be a graduate of the most recent training class.
    • Duties and Responsibilities
      1. to participate in structuring a comprehensive training program which will ensure certification of quality individuals in the BEPB;
      2. to assist the SLA in the ongoing refinement of screening procedures of prospective clients in the BEPB;
      3. to assist the SLA in the periodic review and/or revision of the curricula used in training and certifying blind Managers;
      4. to assist the SLA in developing procedures for the selection of training Managers and monitoring of objectives used in on-the-job training;
      5. to assist the SLA in maintaining standards of certification in the BEPB;
      6. to assist the SLA in the continual development of upward mobility programs and training seminars; to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Transfer/Promotion Committee
    • Composition – The Transfer and Promotion Committee (T&P) shall be composed of the Transfer and Promotion Committee Chairman plus four additional members. The Director of Personnel shall act as liaison between the T & P and the SLA.
    • Duties and Responsibilities
      1. to make recommendations to the Committee concerning all aspects of movement of Managers from facility to facility;
      2. to monitor the selection process, and make recommendations to the Committee to resolve whatever problems may occur;
      3. to work closely with the liaison to ensure that bid announcements are as accurate as possible, and that they are sent out in a timely manner adhering to the time frames prescribed in the Vendor’s Procedure Manual;
        d) to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Budget Committee
    • Composition – The Budget Committee shall be composed of the Budget Committee Chairperson plus four additional members. The liaison for this Committee shall be the Fiscal Operations Director or a designee.
    • Duties and Responsibilities:
      1. to actively participate in the development, implementation and administration of all areas of the BEPB Program Budget from beginning to end;
      2. to actively participate and make recommendations to the Committee and to SLA regarding all financial activity in the BEPB;
      3. to review the Program Operation Budget and make recommendations concerning fiscal effectiveness of the budget;
      4. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Program and Policy Development Committee (PPDC)
    • Composition – The PPDC shall be composed of the PPDC Chairperson plus four additional members; where possible up to two members can be outside business people. At least one Manager on the PPDC will be a member of the ICBV. All Manager members shall be elected by the Committee as soon as possible following the annual meeting. The two non-manager members of this subcommittee will be appointed by the Chair of the Committee after pre-approval of the elected Committee. The Chair will designate alternates for this subcommittee.
    • Duties and Responsibilities:
      1. to review any major program policy recommendations from the SLA;
      2. to meet to develop new policies to be forwarded on to the ICBV;
      3. to develop any major policy statements;
      4. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Elections/Credentials Committee
    • Composition – The Elections/Credentials Committee will be composed of:

In even numbered years, the Election Credential Committee should consist of a Chair and 4 other members all from the downstate geographic area. (Chicago Elections)

In odd number years, the Election Credential committee should consist of a Chair, and 4 additional members, all from the upstate geographic area.

  • (Downstate Elections)Duties and Responsibilities
    1. to participate in structuring a comprehensive training program which will ensure certification of quality individuals in the BEPB;
    2. to assist the SLA in the ongoing refinement of screening procedures of prospective clients in the BEPB;
    3. to assist the SLA in the periodic review and/or revision of the curricula used in training and certifying blind Managers;
    4. to assist the SLA in developing procedures for the selection of training Managers and monitoring of objectives used in on-the-job training;
    5. to assist the SLA in maintaining standards of certification in the BEPB;
    6. to assist the SLA in the continual development of upward mobility programs and training seminars; to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Facility Development Committee
    • Composition – The Facility Development Committee shall be composed of the Facility Development Chairperson plus four additional members; where possible up to two members can be outside business people.
    • Duties and Responsibilities:
      1. to work in conjunction with the SLA regarding facility openings, closings and/or expansions;
      2. to actively participate with the SLA prioritizing facility development to conform to approved goals;
      3. to actively participate in evaluation of current facilities and viability of consolidations;
      4. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Technical Services and Equipment Committee
    • Composition – The Technical Services and Equipment Committee shall be composed of the Technical Service and Equipment Chairman plus four additional members;
    • Duties and Responsibilities:
      1. to monitor the preventive maintenance program;
      2. to search and track new and innovative equipment within the industry;
      3. to actively participate with the SLA in the decision of prioritizing the disbursement of equipment for replacement and expansion;
      4. to monitor and evaluate the repair rebate program
      5. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Health & Welfare Committee
    • Composition – The Health & Welfare Committee shall be composed of a Chair and the Health & Welfare Chairperson plus four additional members;
    • Duties and Responsibilities:
      1. to oversee and administrate such fringe benefits as presented to and approved by the general membership;
      2. to determine the eligibility of Managers for such fringe benefits as may be approved;
      3. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.
  1. Public Relations Committee
    • Composition – The Public Relations Committee shall be composed of the Public Relations Committee Chairperson plus four additional members;
    • Duties and Responsibilities:
      1. to actively promote the BEPB to internal and external organizations, businesses and other entities as appropriate;
      2. consider this committee publishing the Vendor’s Voice
      3. to actively participate in the functions of BEPB advertising through effective use of signage, logos, videos, brochures, trade shows, conferences and other means as deemed appropriate by the Committee and BEPB;
      4. to perform such other duties and to have such other responsibilities as the Committee shall prescribe.

6.05 Special Subcommittee and Work Groups. The Chair, or the subcommittee chair, in consultation with the Committee, may create or appoint work groups.

A work group is composed of a smaller, more manageable number of committee or subcommittee members, other managers, or
other interested people who would be able to lend expertise and/or advice on more difficult issues.

A work group is an extension of the committee or subcommittee appointed to work on special projects or tasks related to committee or subcommittee matters.

Special Subcommittee and Work Groups need not necessarily have an SLA liaison.

ARTICLE VII – EXPENSES

7.01 Elections. The SLA shall be responsible for expenses incident to the election of Committee members.

7.02 Travel Expenses. All expenses for travel shall be governed by the policies of the State of Illinois.

ARTICLE VIII – ADOPTION AND AMENDMENT

8.01 Adoption. These Bylaws shall be adopted by affirmative vote of two-thirds of the Managers present and voting at the meeting. Upon such adoption, these Bylaws shall govern the election and operation of the Committee until amended or repealed.

8.02 Modification of Bylaws. The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws is vested in the Managers, by the affirmative vote of two-thirds (2/3) of the votes cast, at which a quorum is present, provided the proposed change shall have been submitted in writing to all Managers at least thirty (30) calendar days before action on the proposed change is to be taken.

8.03 Proposal of Amendments. Amendments may be proposed by vote of Committee or by petition of twenty (20) Managers.

8.04 In a general meeting, amendments must be voted on as proposed.

ARTICLE IX – MISCELLANEOUS PROVISIONS

9.01 Rules of Order. In all matters not covered by these Bylaws, Robert’s Rules of Order shall prevail and govern the proceedings.

I, ___________________________, of the Illinois Committee of Blind Vendors, hereby certify that the foregoing is a true and accurate copy of the Bylaws of the Illinois Committee of Blind Vendors, duly adopted at a meeting of all Licensed Blind Managers, on ____________________, 20__.

In Witness where of, I affix my signature.
__________________
Chairman

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