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:
- Individuals with disabilities who are self-determined and using self-directed services funded through New York State
- Parents/guardians of self-determined individuals who are using self-directed services funded through New York State
- Members of the local community who are employers or business persons with an interest in the success of individuals with disabilities
- Professionals drawn from the academic, human-services, legal, medical, or business professions
- Employees or affiliates of Positive Behavior Support Consulting and Psychological Resources, P.C. to serve in the role of a liaison with the Foundation.
- 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:
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.
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.
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.