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, Vision and Mission

Purpose: 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.

Vision: Everyone has a fundamental right to self-determination.

Mission: Positive Behavior Support Community Foundation empowers people with disabilities to make their own life choices and succeed in the communities where they live, work and play.

Article iii

Membership

Section 1: Membership

Membership categories are as follows:

  1. Board of Directors (hereinafter referred as BOD) and Advisory Board Members (hereinafter referred as ABM)
  2. 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,
  3. Any family member or other interested party who is included in a participant’s circle of support,
  4. Any direct support or contracted staff who are working to provide supports and services to individuals receiving self-determination through self-directed services funding,
  5. Employers and community members who are invested in the success of self-determined individuals with disabilities,
  6. 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
  7. 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: Termination

Any 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.

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Article v

Board of Directors (BOD) and Advisory Board Members (ABM)

Section 1: Board role, size and composition, and compensation

Board of Directors

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 BOD have certain legal and fiduciary responsibilities and are bound by letters of agreement, of file with the BOD Secretary. The Board shall have up to 16 and not fewer than 8 members. The ideal Board will include representation from the following constituent categories, with no more than 3 members coming from any single category:

  1. Individuals with disabilities who are self-determined and using self-directed services funded through New York State
  2. Parents/guardians of self-determined individuals who are using self-directed services funded 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.

Advisory Board Members

Advisory Board Members (ABM) are invited into the organization as non-voting participants. The number of ABM is left to the discretion of the BOD. ABM are responsible to PBSCF to:

  • understand, support and be Ambassadors of the vision and mission of the Foundation
  • as applicable, bring any particular professional expertise or experience that fills a specific need for the organization and serve as Advisors in those areas of need
  • have meaningful involvement in one or more Foundation initiatives or events in each year of service to the Foundation.

Section 2: Meetings

The Board shall meet at least quarterly, at an agreed upon time and place. ABM are not required to hold regularly scheduled meetings but welcome at all BOD meetings.

Section 3: Election/Invitation procedures

A Nominating Committee is responsible for presenting 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. Self-nominations should present themselves to the nominating committee for consideration to be included on the slate of nominees. Newly-elected Board members will begin serving their term immediately upon their election.

ABM will be invited by majority vote of the BOD. ABM will begin serving their term immediately upon acceptance of the invitation to join.

Section 4: Board Elections/Invitations

Election or re-elections of Board members will occur as the first item of business at the first BOD meeting of the calendar year. Board members will be elected by a majority vote of the current voting members.

Invitations for ABM can be extended at any BOD meeting and must be either accepted or declined within two (2) subsequent BOD meetings.

Section 5: Terms

All Board members shall serve a two-year term commencing on April 1st after election and are eligible to be re-elected.

ABM are invited for membership as long as it is agreeable to the individual ABM and the BOD.

Section 6: Quorum

A quorum is established by the participation of either 40% of the Board or 3 BOD 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 BOD members 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 all BOD members be given notification not less than 10 days in advance.

Section 9: Officers and Duties

There shall be 4 BOD Officers consisting of a Chair, Vice Chair, Recording 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). All Officers, excepting Treasurer, serve for a single 2-year term, congruent with BOD terms. The Treasurer can serve more than a single 2-year term with reaffirmation of a majority vote of the BOD.

Officer duties are as follows:

The Chair

shall convene and preside over regularly-scheduled BOD meetings. If the Chair cannot preside, they are responsible to arrange another Officer to preside in the following order: Vice-Chair, Recording Secretary and Treasurer. The Chair is also an ex-officio member for all committees. 

The Vice-Chair

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

The Recording 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 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.
The Executive Director and any other Officer, excepting the Treasurer, are authorized signatories on the Foundation bank accounts. All checks in the amount of $2,000.00 or more will require 2 signatures.
Except for the power to amend the Articles of Incorporation and Bylaws, the Officers shall have all the lawful powers and authority of the full BOD in the intervals between meetings of the BOD, subject to the direction and control of the BOD.

Section 10: Vacancies

When a vacancy on the BOD 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 BOD must be in writing and received by the Recording Secretary. A BOD member shall be dismissed for excess absences from the BOD if s/he has 3 unexcused absences from BOD meetings in a year. A Board member may be removed for other reasons by a 2/3 majority vote of the remaining BOD members.

ABM cn be removed for their membership by a simple majority vote of BOD members. Causes for removal include, but are not limited to, public non-support of the mission of the Foundation, negligence or malfeasance in respect to any area of experience or expertise that stood as the basis for their invitation to the ABM position or ongoing non-responsiveness/lack of involvement in Foundation initiatives or events. Should the BOD deem to take such action, the ABM will be notified by certified letter. It is a the BOD's discretion whether a notification of warning is given before the ABM is removed.

Section 12: Special Meetings

Special meetings of the BOD 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 6 standing committees, listed below. The BOD, by majority vote, 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. BOD 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:

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 BOD or the Officers. 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.

Community Outreach 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”).

Media and Public Information Committee

The committee is responsible, under the direction of the BOD, 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 engages in activities that contribute to the broader aim of 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. Such activities include, but are not limited to, the development of outcome measures, conference planning and/or participation, research synthesis, research dissemination and academic collaboration. 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 Fundraising Committee Chair has the responsibility to appoint an Event Chair for each Fundraising Event. Event Chairs will coordinate with the Executive Director and the Finance Committee regarding expenditures and receipts. 

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 and can be a co-signatory on checks in excess of $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.

The Bylaws were initially approved by the BOD of the Positive Behavior Support Community Foundation, Inc. on December 12, 2012 and amended on September 15, 2014, December 2, 2015 and March 2, 2017.