Foundation By-Laws

 

ARTICLE I

 

Name and Nonprofit Policy

 

Section 1: Name. This corporation is and shall be known as Positive Behavior Support Community Foundation, Inc., hereinafter referred to as the “Foundation.” It shall be a nonprofit organization incorporated under the laws of New York State

 

Section 2: Nonprofit Policy. The Foundation shall not be operated for profit, and its entire properties, assets, and facilities shall be devoted to the purposes for which it is organized as set forth in its bylaws, as the same may from time to time be amended.

 

ARTICLE II

 

Background and Purpose

 

Section 1: Background.

 

For individuals with disabilities, the movement away from inadequate and segregated institutional congregate custodial care has been taking place for 40 years. Now, more than ever, individuals with disabilities are seeking the opportunity to stay in their own communities, pursuing their personal goals while receiving the needed levels of support to make full community inclusion a sustainable reality. What are often missing are community-based, grass-roots support networks, the inter-connected social fabric that will secure life-long inclusion for individuals with disabilities as the basic human right that it is.

 

Section 2. Purposes. Positive Behavior Support Community Foundation, Inc. is organized exclusively for charitable, scientific and educational purposes, to wit:

 

  • to help people with autism spectrum disorders, developmental disabilities, and other special needs, with a particular focus on self-determination and full inclusion in the community by
    • encouraging and assisting long-term, person-centered planning and support for aspiring towards meaningful life goals
    • helping individuals with disabilities access the natural supports and services they need to become active and productive members of their communities
    • supporting efforts to establish quality social connections and friendships for these individuals
    • supporting networking activities among self-determined participants, their families and natural supports and paid support staff
    • engaging in community outreach and public relations to further general knowledge of self-determination as a viable and preferred alternative for individuals with disabilities
    • conducting research on the types of supports needed to sustain a good quality of life independent of traditional agency involvement
    • engaging in fundraising and grant writing activities and offering technical services in pursuit of all of the above-mentioned purposes.

 

ARTICLE III

 

Membership

 

Section 1: Membership. In addition to the Board of Directors, additional membership categories are as follows:

 

1) any individual with a disability who is receiving self-determination funding through New York State or is in the process of applying for the same,

2) any family member or other interested party who is included in a participant’s circle of support,

3) any direct support or contracted staff who are working to provide supports and services to individuals receiving self-determination funding,

4) employers and community members who are invested in the success of self-determined individuals with disabilities,

5) all professionals or professional groups (e.g, school guidance offices, special education departments) who are working on behalf of individuals with disabilities, with particular encouragement to school district personnel involved in transitioning students from school-based to adult services, and

6) all other interested parties as indicated by a completed application for membership and receipt of any annual membership dues, if required.

 

Section 2: Annual dues. Any dues to establish or maintain membership shall be determined by the Board of Directors. The Board also reserves the right to waive said membership dues at their discretion.

 

Section 3: Rights of members. All members are invited and encouraged to participate and be heard at the annual membership meeting. The only exception will be in the case that an individual’s presence is deemed by the Board to interfere with being able to conduct business in an orderly manner. The Board of Directors shall have sole voting rights on matters of business before the Foundation.

 

Section 4: Confidentiality of Membership. The names, addresses, phone numbers and
other personally identifiable information of the members shall be kept strictly confidential.

 

Section 5: Resignation and termination. Any member may resign by filing a written resignation with the secretary, in electronic or other form. A member can have their membership terminated by a majority vote of the Board.

 

ARTICLE IV

 

Annual Meeting

 

Section 1: Annual meeting. The date, time and place of the regular annual meeting shall be set by the Board of Directors.

Section 2: Special meetings. Special meetings may be called by the Chair or the Executive Committee.

Section 3: Notice. Notice of each meeting shall be given to each voting member, by email, not less than ten days before the meeting.

 

ARTICLE V

 

Board of Directors

 

Section 1: Board role, size and composition, and compensation. The Board is responsible for overall policy and direction of the Foundation, and delegates responsibility for day-to-day operations to the Foundation Executive Director and committees.

 

The Board shall have up to 11 and not fewer than 5 members. The ideal Board will include representation from the following constituent categories, with no more than 2 members coming from any single category:

 

1) individuals with disabilities who are receiving self-determination funding through New York State

2) parents/guardians of individuals who are receiving self-determination funding through New York State

3) members of the local community who are employers or business persons with an interest in the success of individuals with disabilities

4) professionals drawn from the academic, human-services, legal, medical, or business professions

5) employees or affiliates of Positive Behavior Support Consulting and Psychological Resources, P.C. to serve in the role of a liaison with the Foundation.

6) the Executive Director of the Foundation serves on the Board in an “ex-officiary” capacity.

 

The Board receives no compensation other than reasonable expenses.

 

Section 2: Meetings. The Board shall meet at least quarterly, at an agreed upon time and place.

 

Section 3: Election procedures. A Board Development Committee shall be responsible for nominating a slate of prospective Board members representing the Foundation’s constituent categories. In addition, any member can nominate a candidate to the slate of nominees and self-nominations will be accepted. Newly-elected Board members will begin serving their tem immediately upon their election.

 

Section 4: Board Elections. Election or re-elections of Board members will occur as the first item of business at the annual meeting of the Foundation. Board members will be elected by a majority vote of the current voting members.

 

Section 5: Terms. All Board members shall serve two-year terms and are eligible for re-election.

 

Section 6: Quorum. A quorum is established by the participation of either 40% of the Board or 3 Board members, whichever is greater. Participation is allowable via tele- or video-conference from a secured location.

 

Section 7: Voting. All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place, with the exception of a modification of Foundation bylaws or a vote to remove a sitting Board member. In the case of either of these exceptions, a 2/3 majority vote is required.

 

Section 8: Notice. An official Board meeting requires that each Board member be given notification not less than 10 days in advance.

 

Section 9: Officers and Duties. There shall be four Officers of the Board consisting of a Chair, Vice Chair, Secretary and Treasurer. These members are to be drawn from existing Board members and a maximum of 2 may be drawn from the same constituent category (as described in Article V, Section 1). Their duties are as follows:

 

The Chair shall convene and preside over regularly-scheduled Board meetings. If the Chair cannot preside, they are responsible to arrange for other members of the executive committee to preside in the following order: Vice-Chair, Secretary and Treasurer.

 

The Vice-Chair will assist the Chair in their duties and will sit on special subject committees as directed by the Board.

 

The Secretary shall be responsible to ensure that accurate records of Board actions are maintained, including overseeing the taking of minutes at all Board meetings, sending out meeting announcements, distributing copies of minutes and the agenda to each Board member and assuring that Foundation records are maintained.

 

The Treasurer shall make a report at each quarterly Board meeting. The Treasurer shall chair the Finance Committee, assist in the preparation of the budget, help develop fundraising plans, and make financial information available to Board members and the public. The Treasurer, the Secretary and the Executive Director are authorized signatories on the Foundation bank accounts. All checks in the amount of $2,000.00 or more will require 2 signatures. The Treasurer shall submit financial data on a timely basis to ensure compliance with local, state and federal government entities, and provide data so that an annual report can be prepared in accordance with generally accepted accounting principles.

 

Section 10: Vacancies. When a vacancy on the Board exists, nominations for new members must be received by the Secretary to be included with the meeting notification in advance of the next Board meeting. These nominations are to be accompanied by the nominee’s current résumé or vitae and a statement by the nominee and will be voted upon at the next Board meeting. If a mid-term vacancy exists, the newly-elected Board member will fill said vacancy on an interim basis until the end of the current term.

 

Section 11: Resignation, Termination and Absences. Resignation from the Board must be in writing and received by the Secretary. A Board member shall be dismissed for excess absences from the Board if s/he has 3 unexcused absences from Board meetings in a year. A Board member may be removed for other reasons by a 2/3 majority vote of the remaining Directors.

 

Section 12: Special Meetings. Special meetings of the Board shall be called upon the request of the Chair or one-third of the Board. Notices of special meetings shall be sent out by the Secretary to each Board member not less than 10 days in advance.

 

ARTICLE VI

 

Committees

 

Section 1: Standing Committees. There shall be 7 standing committees, listed below. The Board Chair appoints all committee chairs or co-chairs from the Foundation membership (with the exception of the Finance committee, as detailed below) and an individual can serve as chair or co-chair of more than 1 committee at a time. Board members are encouraged to have some active participation with the committees of the Foundation. Committee chairs must give written and verbal reports at the Board’s request. The standing committees of the Foundation are:

 

  • Executive Committee. The four officers of the Board of Directors (Chair, Vice-chair, Secretary and Treasurer) serve as the members of the Executive Committee. Except for the power to amend the Articles of Incorporation and Bylaws, the Executive Committee shall have all of the lawful powers and authority of the full Board of Directors in the intervals between meetings of the Board of Directors, subject to the direction and control of the Board of Directors.
  • Finance Committee. The Treasurer is chair of the Finance Committee, which includes at least 1 other Board member. The Finance Committee is responsible for developing and reviewing fiscal procedures and the annual budget with staff and other Board members. The Board must approve the budget, and all expenditures must be within the budget. Any major change in the budget must be approved by the Board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the Board showing income, expenditures and pending income. The financial records of the organization are public information and shall be made available to the membership, Board members and the public.
  • Self-determination Plan Support Committee. This committee is involved in assisting individuals in accessing funding, writing support plans and, if requested by participants, helping manage staffing for self-determination participants. This committee is responsible for the supervision and oversight of any Foundation employees or affiliates that are working in any support capacity on plans, unless they are serving as the agent of another contracted entity, in which case that entity would assume responsibility for their oversight and supervision. This committee also works closely with the Community Project committee, as requested.
  • Community Outreach and Public Information Committee. This committee is charged with educating the general public, members of the educational community and the community of individuals with disabilities and their families about self-determination as an alternative to agency-based services as well as the specific activities of the Foundation, as directed by the Board. The chair of this committee liaises with media outlets and other appropriate venues to disseminate this information or arrange for informational presentations by members of the Foundation and representatives from the community we serve (i.e., manages a “Speaker’s Bureau”). The committee is also responsible, under the direction of the Board, with maintaining the internet presence of the Foundation as well as the various forms of social media that serve as a vehicle for public relations and public information.
  • Community Projects Committee. This committee exists to provide oversight and vision to the varied and numerous individual initiatives that may exist as part of the Foundation’s mission of providing quality social and recreational opportunities and connections. Part of the responsibility of this committee is to maintain the balance between the responsible use of Foundation resources while also maintaining a high degree of individualization and choices for the community that we serve. Additionally, this committee will strive to ensure that all social and recreational initiatives of the Foundation are not segregated and are designed to promote full community inclusion and participation.
  • Outcomes and Sustainability Research Committee. This committee is charged with designing, conducting, and disseminating empirically rigorous and publishable research into best practices in matters pertaining to self-determination practices and models as they relate to socially valid quality-of-life outcomes. The chair of this committee will work in conjunction with recognized research bodies that adhere to accepted ethical guidelines regarding research involving human subjects.
  • Fundraising Committee. The Fundraising committee is dedicated to bring monies to the Foundation through a combination of events, donations from members, community members and corporate sponsors and grant-writing activities. The chair of this committee reports directly to the Chair of the Board of Directors.

 

Section 2: Special Committees. The Board may establish special, project-focused committees, as needed, such as targeted fundraising projects, ongoing program development/operation, etc. The chairs or co-chairs for these committees will be appointed by the Board Chair. All special committees must have at least 1 Board member as a sitting member of the committee.

 

ARTICLE VII

 

Executive Director and Staff

 

Section 1: Executive Director and Staff. The Board of Directors will choose an Executive Director of the Foundation, who shall serve at the pleasure of the Board. The Executive Director shall hire, direct, and discharge all other agents and employees, who shall have such authority and perform such duties as may be required to carry out the operations of the Foundation. Any employee or agent may be removed at any time with or without cause. Removal without cause shall be without prejudice to such person’s contract rights, if any, and the appointment of such person shall not itself create contract rights. In addition, the Executive Director is authorized to sign all checks for less than $2,000.00.

 

Section 2: Compensation. The Foundation may pay compensation in reasonable amounts to agents and employees for services rendered. The Board shall determine the level of compensation of the Executive Director of the Foundation, and shall approve compensation guidelines for other categories of employees.

 

ARTICLE VIII

 

Dissolution

 

Section1: Dissolution. In the event of dissolution of this Foundation, no distribution of assets is to be made to any Director, Officer, employee or any person or individual. All property owned, managed, or operated by the Foundation is irrevocably dedicated to charitable purposes to achieve the purposes of the Foundation as defined by these bylaws. Upon the dissolution of this Foundation, such property shall not inure to the benefit of any private person, but shall go to a nonprofit fund, foundation or corporation whose purposes are specified in the Internal Revenue Code and the laws of the applicable state in which said entity is organized and operated to promote the general welfare of individuals with Autism or other developmental disabilities in the State of New York.

 

ARTICLE IX

 

Amendments

 

Section 1: Amendments. These Bylaws may be amended when necessary by a two-thirds majority of the Board of Directors. Proposed amendments must be submitted to the Secretary to be sent out with regular Board announcements.

 

Section 2: Federal and State Compliance. No provision of these bylaws may be modified, amended, repealed, or adopted where the effect of such action is inconsistent with the Corporation’s status as a not for profit corporation organized under the laws of the State of New York. No provision of these bylaws may be modified, amended, repealed, or adopted where the effect of such action is inconsistent with the Corporation’s Internal Revenue Code 501 (c) (3) status or similar status with the New York State Department of Taxation and Finance if same has been granted by the applicable authority.

 

These Bylaws were approved at a meeting of the Board of Directors of the Positive Behavior Support Community Foundation, Inc. on _______________________, 2012.