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RANDOLPH-SHEPPARD VENDORS OF AMERICA CONSTITUTION Revised 2009 ARTICLE I -- NAME The name of the organization is Randolph-Sheppard Vendors of America, Inc., hereinafter referred to as “RSVA” or “organization”. ARTICLE II - PURPOSE The purpose of this national organization is to bring together blind persons engaged in the operation of vending facilities, and individuals and groups supporting the goals and objectives of this organization, its members, and the Randolph-Sheppard vending facility program, in order to: A. Provide a continuing forum for the expression of the views of licensed blind vendors, trainees, retired blind vendors, and blind employees participating in, or affected by, the Randolph-Sheppard vending facility program. The exchange of information and ideas among licensed blind vendors throughout the nation, including exchanges with vendors who are not members of RSVA; consulting with, and exchanging information and ideas with state licensing agency officials, professionals in blindness and low vision, members of organizations of and for the blind, and other individuals and groups. B. Protect the interests of blind persons engaged in the operation of the Randolph-Sheppard vending facilities under the Randolph-Sheppard program by jointly and commonly defending against direct and collateral attacks upon vendors and their program at all levels, by engaging in mutual support (including participation in litigation, where necessary), and by acting as a unified force for change and improvement in the program. C. Promote the expansion and improvement of the Randolph-Sheppard program and the economic benefits and employment opportunities for blind vendors throughout the United States. Working for the economic betterment of all blind vendors and their employees through improvement in the Randolph-Sheppard program; continued education of vendors, federal, state, and local government officials, including members of congress; expansion of vending opportunities and volume buying and rebate programs through subsidiary operations such as the Randolph-Sheppard Vendors Service Corporation; and through any other means available. D. Assist in promoting the purposes of the American Council of the Blind through affiliation with that organization. ARTICLE III - MEMBERSHIP Section 1. REGULAR MEMBERSHIP A. Regular Membership. Any blind person who is a licensed operator, trainee, or employee in a Randolph-Sheppard vending facility is eligible for regular membership in the organization. B. Life Membership. Any regular member of the organization, as described in Section 1, paragraph A of this Article, may seek life membership in the organization if (1) such member has been a member of RSVA for a total of at least five (5) years; and (2) such member has retired because of age or disability from operating a vending facility. 1. Upon the presentation of proof of the qualifications in paragraph B of this section, such member shall be accorded the status of life membership upon a favorable vote of the membership at an annual or other meeting of the organization. 2. A life member shall not be required to pay any dues, and shall be entitled to all rights and privileges accorded to a regular member of the organization. Nothing in this constitution, or in the bylaws of the organization, shall affect the right of a life member to retain membership in an affiliate of this organization. Section 2. ASSOCIATE MEMBERSHIP A. Associate Membership. Any interested person, group, agency, association, or corporation wishing to support the aims, goals, and purposes of the organization may be admitted to associate membership in the organization: Provided that such associate members shall not exceed forty (40) percentum of the total number of members in the organization. B. Life Membership in President’s Council. Any person, or entity, in good standing, who meets the membership qualifications set forth in Section 1 subsection A or Section 2 subsection A above is eligible to become a Life Member of the President’s Council upon acceptance of an application to the membership committee and the payment of $1,000.00. Life Membership in the President's Council is not intended in anyway to replace or substitute for Life Membership provided for in Section 1 subsection B of this constitution. C. This organization shall not pay dues for any person elected to life membership in the President’s Council. Section 3. AFFILIATE MEMBERSHIP A. Three or more regular members of this organization may establish and maintain, subject to such qualifications and requirements as may be set forth in the bylaws, an affiliate organization in any state or territory of the United States, or in the District of Columbia. B. The purpose of establishing an RSVA affiliate shall be to strengthen the national organization through participation in accomplishing RSVA’s goals and objectives; and, to provide blind licensed vendors an opportunity to organize and advocate for the Randolph-Sheppard vending program on a state level. ARTICLE IV -- VOTING Section 1. REGULAR AND ASSOCIATE MEMBERS Each regular and associate member in good standing shall be entitled to cast one (1) vote on any matter voted upon by the membership at the annual convention Section 2. AFFILIATE MEMBERS Each qualified affiliate of the organization shall be entitled to cast one (1) vote for every five (5) of its members or major fraction thereof in good standing on any matter voted upon by the membership at the annual convention of the organization or at any other membership meeting. Section 3. PROCEDURE Voting procedure and other requirements as determined by the Board or the membership shall be set forth in the bylaws of the organization. ARTICLE V -- DUES Regular, associate, and affiliate members of the organization shall pay dues to the Treasurer annually, at such time and amount as are determined in the bylaws of the organization. ARTICLE VI – BOARD OF DIRECTORS Section 1. OFFICERS AS DIRECTORS In addition to performing duties as officers of the organization, each officer shall also be a member of the Board of Directors, and shall be subject to all the requirements, limitations, and privileges imposed upon and enjoyed by a director. Section 2. NUMBER AND ELECTION A. The Board of Directors shall consist of the elected officers, the immediate past president of the organization, and the elected directors. B. There shall be the following elected officers of the organization: A President, a First Vice-President, a Second Vice-President, a Secretary, and a Treasurer. The President, the Second Vice President, and the Secretary shall be elected at the annual convention in even numbered years. The First Vice-President and the Treasurer shall be elected at the annual convention in odd numbered years. An officer may serve no more than four (4) consecutive two (2) year terms, except as set forth in the bylaws. C. There shall be eight (8) directors elected at the annual convention of the organization, for a term of two (2) years. Four directors shall be elected at the annual convention in even numbered years and four directors shall be elected at the annual convention in odd numbered years. A director may serve no more than four (4) consecutive two (2) year terms, except as set forth in the bylaws. D. No more than two (2) individuals may be elected from any one affiliate. In cases where there is no affiliate, not more than one (1) individual may be elected from a state, territory, or the District of Columbia. E. Only a regular voting member may be elected to the Board of Directors, except that an associate member may be elected to the offices of Secretary and Treasurer. F. The Board of Directors of RSVA shall be the voting members of the Randolph-Sheppard Vendors Service Corporation in addition to any other members the RSVA board deems necessary.
Section 3. DUTIES AND AUTHORITY The Board of Directors shall be the governing body of the organization between conventions, and such Board may appoint an Executive Committee of the Board to carry out its normal operations and policies between board meetings. No action may be taken by the Board, which is inconsistent with policies or decisions made by the membership, or with this constitution or the bylaws. The general duties of the officers and directors of the organization shall be those prescribed in the most current edition of Roberts' Rules of Order Newly Revised, unless otherwise set forth in this constitution or in the bylaws. Section 4. VACANCIES The President shall be empowered to appoint a member to fill any vacancy on the Board, and such appointed director shall serve until the next annual convention unless the Board shall determine otherwise in a regular Board meeting. ARTICLE VII -- COMMITTEES Section 1. STANDING COMMITTEES The standing committees of the organization shall be the following: Awards, Constitution and Bylaws, Convention, Credentials, Finance and Budget, Legislative, Membership, Public Relations, Publications, Resolutions, and Ways and Means. Section 2. NOMINATING COMMITTEE A nominating committee to present candidates for election of officers and directors shall be established at or prior to each annual convention as set forth in the bylaws. Section 3. OTHER COMMITTEES The President may establish from time to time such other ad hoc or standing committees as he or she may determine to be necessary, subject to ratification by the Board of Directors. ARTICLE VIII - MEETINGS Section 1. ANNUAL CONVENTION The time and place for the annual convention shall be designated by the membership at least one year prior to such convention, as set forth in the bylaws. Section 2. BOARD MEETINGS A. There shall be a pre-convention meeting of the Board of Directors held immediately prior to the annual convention, to be held at the same location as the annual convention, unless otherwise provided in the bylaws. There shall be a post-convention meeting of the Board of Directors held within 30 days after the annual C. Special and emergency meetings may be called by the President, or upon approval of a majority of the Board of Directors. Section 3. PROCEDURE All meetings shall be conducted in accordance with the most current edition of Robert's Rules of Order Newly Revised, unless otherwise provided in the bylaws. ARTICLE IX - AMENDMENTS Section 1. CONSTITUTIONAL AMENDMENTS A. This constitution may be amended, in whole or in part, by a two-thirds (2/3) vote of the membership present and voting at any annual convention. B. Any proposed amendment to the constitution shall be submitted to the Chair of the constitution and bylaws committee of the organization for its approval, amendment or rejection, not less than sixty (60) days prior to the date of the convening of the annual convention to which it is to be presented. C. A proposed amendment must be circulated to each member of the organization not less than thirty (30) days prior to the annual convention to which it is to be presented. d. Amendments to this constitution, unless otherwise specifically provided for in any such amendment, shall take effect immediately upon the close of the annual conventionat which the amendment is adopted. BY-LAWS Article I--Name The name of the organization is "Randolph-Sheppard Vendors of America," and hereafter in these By-laws it shall be referred to as "RSVA" or "organization." Article II--Objectives and Purposes The purposes of the organization are those set forth in the Articles of Incorporation and in the Constitution, and as further set forth in these By-laws. Such purposes include, but are not limited to, the following:
Article III--Membership
Article IV--Dues Payment. Annual dues are payable on or before January 1 of each year, for credit in that calendar year, and a member shall be deemed late if the member's dues are not paid to the Treasurer by February 15 of the same year. A member who is delinquent after March 1 will be deemed ineligible to vote at the annual convention.
Article V--RSVA Offices The principal office of the organization shall be in Louisiana, or in any other location as determined by a majority vote of the Board of Directors. Except in emergency circumstances, the membership of RSVA shall ratify any change in the location of the principal office of the organization following a vote of the Board of Directors. The registered office of the organization for corporate purposes shall be in the District of Columbia. Article VI--Board of Directors
4(a). Expulsion of a Director shall be automatic in the event of substantial failure to participate as a Director for any one-year period. The term "failure to participate" means failure or refusal to attend meetings of the Board of Directors, or the annual RSVA convention or business meeting, or actively serve as an assigned member of a committee. Article VII--Officers The officers of RSVA shall be those designated in the Constitution, and their election and terms of office are those set forth in such Constitution. The duties of the officers are those set forth in Roberts' Rules of Order, Revised, referenced in the Constitution. In addition, officers of the organization shall have the following duties:
Article VIII--Committees
1. Finance and Budget Committee. This committee shall be comprised of the Treasurer and two (2) other members. The committee shall submit an annual budget for approval by the Board of Directors during an interim Board meeting prior to the annual convention.
Nominating Committee. The Chairman of the committee shall be appointed by the President, but he or she shall have no vote and shall not be a member of the committee. The committee shall consist of one member from each affiliate, to be appointed by the member's affiliate, and such members shall be recorded by the Secretary at the opening roll call of the annual convention. The committee shall make nominations to fill vacancies in the Board of Directors, and for officers of the organization, and shall report to the members at the annual convention prior to the regular business meeting. The nominating committee delegates may not run for office unless that delegate is the only representative from that state attending the convention.
Article IX--Randolph-Sheppard Vendors Service Corporation
Revised and Adopted by the Randolph- Sheppard Vendors of America, in convention assembled in Orlando, Florida, July 6, 2008.
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