achieve

Proposed By-Laws to be Approved at the

Membership Meeting on June 2nd, 2017

 

____________________________________________________________________________________________________

CURRENT BY-LAWS 

BROOME-TIOGA CHAPTER NYSARC, INC. 

Article I – Name

Section 1.  This Chapter shall be known as the NYSARC, Inc. Broome- Tioga County Chapter, dba ACHIEVE, "the Chapter"; NYSARC, Inc. shall be known as the "State Association" or the "Association".

Article II – Purpose

Section 1.  The purpose of the Chapter shall be to act locally for the Association in accordance with the Certificate of Incorporation and By-Laws of the Association and in conformity with its Chapter Manual and such rules, regulations and policies as the Association may from time to time prescribe.

Article III – Territory

Section 1.  The territory assigned to the Chapter by the Association is Broome County and Tioga County, subject to any change therein as may be made from time to time by the Board of Governors of the Association.

Article IV – Membership

Section 1.  The Active and Life classes of membership of a Chapter are available to (1) individuals whose principal place of residence or employment is in the county served by the Chapter, (2) individuals who receive or have received services from the Chapter, (3) individuals who are blood relatives or the legal guardian of persons who receive or have received services from the Chapter, or 4) individuals who are employed by the Chapter except no such employee shall have the right to vote or participate in the election process.  Exceptions for individuals who do not meet one or more of the above qualifications may be granted by the Board on a case by case basis.

Section 2.  The provision of the By-Laws of the Chapter relating to classes of members shall apply to the members of the Chapter.  The rights of a life member of a Chapter shall be and remain those to which he/she was entitled at the time at which such membership took effect, except that a life member who is or becomes a paid employee of the Chapter shall not have the right to vote or participate in the Chapter election process, hold Chapter office, not have the right to vote or otherwise participate in any Chapter election; and may not vote on any other matter which may be put before the membership, during such employment shall not be a member in any class who is or becomes an employee of the Chapter be an officer, governor or director of the  association or any of its Chapter.

Section 3.  The combined Active members in good standing and the Life Time Members, shall be referred to as “Members”. 

Section 4.  The annual dues of members shall be those fixed by and paid to the Chapter.  A member in good standing shall be one whose dues have been paid for the current membership year. The good standing of a member shall be determined as of a date thirty (30) days prior to the act for which the good standing is required. The membership year of the chapter shall be from March 1 through the last day of February of the following year.  Annual dues paid by a member shall be deemed to establish membership during the membership year in which paid.

Section 5.  The Board of Directors may waive the payment of dues for membership in cases of financial hardship.

Section 6.  Charges against any Member for conduct detrimental to the Chapter or Association shall be referred to the Board of Directors as provided in the NYSARC, Inc. By-Laws, Article I, Section 12.

Section 7.  The list of members shall be confidential and shall be kept in duplicate, one by the Treasurer and one by the Secretary.  The Secretary shall cause a copy of the list of members to be sent to the Central Office of the Association.

Article V – Meetings

Section 1.  The Chapter shall hold at least one meeting annually which shall be designated the annual meeting of the Chapter and such other general meetings as the Board of Directors may from time to time designate.  

Section 2.  Special meetings of the Chapter membership may be called by the Board of Directors, or on the written request of at least one-third of the Members or 50 Members, whichever is less, delivered to the Secretary.  Such request, and the notice of the meeting, shall set forth the purpose for which it is called, and no other business may be transacted at the special meeting. Email or fax postings may be used to give notice and waiver of notice of Member meetings.
   
Section 3.  Written notice of each regular or special meeting shall be sent to each member at least fifteen (15) days before the meeting date.
 
Section 4.  If the Chapter has fewer than 1,000 members - no fewer than 20 members in good standing of the Chapter, present in person, shall constitute a quorum for any regular or special meeting.  If the Chapter has membership in excess of 1,000 members - 50 members in good standing present in person, shall constitute a quorum for any regular or special meeting.

Article VI – Board of Directors

Section 1.  The business and affairs of the Chapter shall be managed by a Board of Directors, consisting of a minimum of eleven and a maximum of twenty-nine persons as approved by the membership at the annual meeting, each of whom must be a Member, provided that at least three Directors shall be residents of Tioga County and at least three Directors shall be residents of Broome County.  In the event that three Directors from either County can not be identified, the Nominating Committee may waive this requirement with approval from the Board of Directors.   No employee may be a member of the Board of Directors.  All duly elected officers, the duly elected Directors of the Chapter and the immediate past-president of the Chapter shall constitute the Board of Directors of the Chapter.

Section 2.  Board and committee meetings may be held by video conference.

Section 3.  Regular meetings of the Board of Directors shall be held a minimum of 10 times annually.  Meetings may be adjourned at the discretion of the Board President.

Section 4.  Special meetings of the Board of Directors may be called at the President’s discretion, or on the written and signed request of one-third of the Directors delivered to the Secretary.  Such request shall state the business to be transacted at the meeting.  Notice of a special meeting shall be mailed to each Director at least five days before the date of the meeting.  With the consent of the individual Director, their notification may be provided via email, fax, or telephone.  The notice shall state the business to be transacted at the meeting, and no other business may be considered there-at.

Section 5.  Directors shall be elected for a term of three years.  Approximately 1/3 of the Directors shall be elected each year.

Section 6.  A majority of the Board of Directors shall constitute a quorum for all regular and special Board meetings.

Section 7.  All powers herein granted to the Board of Directors are subject to the By-Laws of the State Association and to the Regulations contained in the Chapter Manual of the State Association.  Any action of the Board may be reviewed by the Chapter at the next regular or special meeting upon written request to the Secretary of the Board of Directors.  Such action may be revised, altered or rescinded by a vote of two-thirds of the Members present provided that no irrevocable right of third parties shall be affected thereby.  The minutes of the meeting of the Board of Directors shall be available at the regular meetings of the Chapter membership.

Section 8.  A majority of the Members of the Board of Directors, or their spouses, should at all times be parents or blood relatives of persons who have  intellectual or other developmental  disabilities, as defined in the Association’s By-Laws.

Section 9.  The Board of Directors, within the limits of Budget appropriations, may employ professional and other staff and may delegate to the Chief Executive Officer authority to hire and terminate all employees.

Section 10.  Conflict of Interest. It is the duty of every Board Member and prospective candidate to the Board to disclose any potential conflict of interest.  Whenever a conflict arises, as determined by the Board of Directors, any affected Board Member will withdraw from the decision-making process to the extent of, and for the duration of, the conflict, and shall not vote upon any resolution related to the subject of the conflict of interest.  The question as to whether a conflict of interest has arisen shall be determined by the Board.  All Board Members will adhere to the Agency “Conflict of Interest” Policy.

Section 11.  Participation. Board members are expected to actively support Agency activities and to regularly  attend Board meetings.
  
Section 12.  Any action which is within the authority conferred by these bylaws upon the Board of Directors or any other Committee of the Chapter may be taken without a meeting if all members of the Executive Committee or other Committee consent in writing to the adoption of a resolution authorizing such action.  The resolution and the written consent thereto by its members shall be filed with the minutes of the proceedings of the respective Committee.

Article VII – Executive Committee

Section 1.  The Executive Committee of the Board of Directors shall consist of all elected officers of the Chapter, together with three additional members of the Board of Directors to be elected by a majority vote of the Board.  At least two members of the Executive Committee shall be blood relatives of individuals with intellectual and/or developmental disabilities.
 
Section 2.  Meetings of the Executive Committee shall be held at the call of the President, and upon at least five (5) days notice. In an emergency situation, the 5 day notice may be waived by the Board President.

Section 3.  The Executive Committee shall exercise all powers of the Board of Directors during the intervals between meetings of the Board, except as otherwise provided by these By-Laws.  All proceedings of the Executive Committee shall be reported to the Board at its next succeeding meeting, and be subject to revision, rescission or alteration by the Board, provided no irrevocable rights of third parties shall be affected by such revision, rescission or alteration.  The Secretary or his/her designee shall ensure that minutes of the Executive Committee meetings are provided to all Board Members within thirty (30) days after each meeting.

Section 4.  A quorum of the Executive Committee shall consist of five (5) members of the Committee.  The affirmative vote of the majority of all members of the Committee present shall be required for the approval of any action.

Article VIII – Officers

Section 1.  The officers of the Chapter shall consist of the following: a President, a Vice President, a Secretary, a Treasurer, an Assistant Treasurer, and such other officers as the Board of Directors deems necessary

Section 2.  A candidate for an Officers position shall serve a minimum of two (2) years as a Member of the Board of Directors before being eligible to become an officer.  The Nominating Committee may waive this requirement, for good cause with the approval of the Board of Directors.

Section 3.  The President of the Chapter shall preside at all meetings of the Chapter and of the Board of Directors.  The President shall appoint all special committees and the chair of all standing committees, and shall be a member of all committees, with the exception of the Nominating Committee which shall be elected as set forth in Article X.  

Section 4.  The Vice President shall perform any or all of the duties of the President in the event of absence or disability, or at the request of the President.

Section 5.  In the event of the absence of both the President and the Vice President from any meeting of the Chapter or of the Board of Directors, the Members of the Board of Directors there present shall elect a chairman pro-tempore.

Section 6.  The Treasurer and/or Assistant Treasurer shall oversee the receipt and disbursement of the funds of the Chapter under and by direction of the Board of Directors.  The Treasurer shall oversee the preparation and submission of monthly financial reports in writing to the Board of Directors.   This financial report shall be made available to any Member, upon request.

Section 7.  The Treasurer and/or Assistant Treasurer shall ensure appropriate accounting policies are established and maintained for the receipt and disbursement of all monies.   All persons receiving or disbursing funds shall be bonded in an amount fixed by the Board.

Section 8.  The Secretary shall ensure that minutes of meetings the Chapter of the Board of Directors are taken and kept in an accurate and complete manner.  Minutes of all Chapter and Board meetings shall be kept on file in the Administrative Suite.

Section 9.  The Secretary or his/her designee shall ensure that all communications to and from the Chapter, the Board of Directors, Officers and Committees are submitted as required.   The Secretary shall serve all notices required by law or by the By-Laws.

Section 10.  The officers shall be elected for a term of one year.  

Section 11.  Officers shall be nominated and elected in the same manner as Directors. 

Section 12.  In the event of a vacancy in the office of President, the Vice President or, in the event there shall be more than one Vice President, the Senior Vice President shall succeed to office.  In the event of a vacancy in any other office, including that of Directors, the Board of Directors, by a majority vote, shall elect a successor to serve the remainder of the predecessor's term except that the Board of Directors shall only fill vacant director position effective until the next annual meeting of the Chapter.

Section 13.  An Officer or Director may be removed by the Board of Directors at a special meeting called therefore, after a hearing upon written charges of malfeasance, nonfeasance or other conduct detrimental to the Chapter referred by at least five members.  A copy of the charges shall be served on the person against whom they have been brought not less than ten days before the date of such special meeting.  The person against whom charges have been brought may appear at the hearing in person or by counsel.  After such hearing, the Board may sustain the charges and remove the officer or director by a two thirds vote, failing which the charges shall be dismissed. 

Section 14.  No person may be elected to the same office for more than three consecutive terms.   This provision may be waived if, upon unanimous recommendation of the Nominating Committee and approved by the Board of Directors, the incumbent’s expertise materially benefits the Board and the Chapter.  No compensation may be paid to any officer or director for his service in his office.  No employee of the Chapter may be an Officer or Director thereof, nor serve on its Nominating Committee.

Article IX – Elections

Section 1.  At least sixty (60) days prior to the Annual Meeting of the Chapter, the Chair of the Nominating Committee shall deliver to the Secretary of the Chapter the slate of nominees for Officers, Directors and Nominating Committee.  Both acceptances and conflict of interest statements must be completed and filed by nominated candidates for office.

Section 2.  The Secretary shall notify Chapter members by mail, at least forty-five (45) days prior to the date of the Annual Meeting, of the names of the nominees as submitted by the Nominating Committee.

Section 3.  Other candidates for any of the elected positions may be nominated by a petition designating the office for which election is sought signed by at least thirty (30) Members, provided such petition together with the written acceptance of the nominee is received by the Secretary either personally or by delivery to the Chapter office at least thirty (35) days prior to the Annual Meeting.  The candidate must meet the requirement defined in Article VIII.

Section 4.  The election of Officers, Directors and members of the Nominating Committee shall take place at the Annual Meeting each year.  Voting shall be in person   Voting for any office where there is a contest shall be by written ballot.   No nominations may be made from the floor.

Section 5.  In the event there is a contest for any office, the Secretary shall mail to each Member, not less than twenty (20) days prior to the Annual Meeting, an absentee ballot whereby a member may designate the Secretary to act in the member's place and stead to cast the member's vote for the nominees as specifically designated in such absentee ballot by such member.  Absentee ballots shall be turned over by the Secretary to the Inspectors of Election duly appointed for the annual meeting for counting, as provided hereafter.  The Secretary shall thereafter retain absentee ballots for a period of three years.  No member shall be entitled to review such absentee ballots except a duly constituted Inspector of Election.  Prior to the election, every absentee ballot shall be revocable at the pleasure of the member executing it, expect as otherwise provided by law.  Except as provided herein, no member shall be entitle to authorize another person or persons to act on his or her behalf in any manner in any annual, general or special meeting of the membership.

Section 6.  Whenever there shall be a contest for any office, the ballot shall contain with equal prominence the names of the candidates brought forth by the Nominating Committee and those submitted by petition, including the number to be elected for said office.

Section 7.  No less than three (3) Inspectors, none of whom shall be a nominee for any office, shall be appointed, as necessary, by the President prior to the Annual Meeting.  It shall be the duty of such Inspectors to conduct the voting and the counting of the ballots, all of which shall be secret, and to report the results thereof at the Annual Meeting.

Section 8.  Elected Officers, Members of the Board of Directors and Members of the Nominating Committee shall be installed at the Annual Meeting or at such later time as the Board deems appropriate, but on or before the effective date of their assumption of office.

Section 9.  Delegates to conventions of the State Association shall be elected by vote of the Board of Directors no later than two (2) weeks before the first day of the convention.  The President of the Chapter and the members of the Board of Governors shall automatically become delegates to the convention.  The President shall be the Chair of the Delegation.  When the President is unavailable, the majority of the Chapter delegates shall determine the Chair.

Section 10.  The President of the Board, with consent, shall be nominated as a representative of the Chapter for Board of Governors.   In the event that additional Board of Governor representative nominations are required, they shall be selected by the majority of the Board of Directors from among the members of the Board, prior to June 15th in the year in which they are to be elected at the Annual Convention.

Article X – Nominating Committee

Section 1.  The Nominating Committee shall consist of no less than three (3) Members of the Chapter, elected as provided in Article IX above, except the Board of Directors shall submit the names of the Nominating Committee.  Each member of the Nominating Committee shall serve for a term of one year. Members of the Chapter seeking office are not eligible to serve on the Nominating Committee.

Section 2.  Unless designated in the election, the Nominating Committee shall elect its own chair from among its members at their first meeting following their election.

Section 3.  Members of the Nominating Committee may not serve more than three consecutive terms unless the Board of Directors approve the nomination for additional terms.  Vacancies on the Nominating Committee shall be filled by majority vote of the Board of Directors.   A Member elected to fill a vacancy shall serve for the predecessor’s unexpired term.

Section 4.  The Nominating Committee shall nominate, by separate vote for each office, a slate of candidates for all elective offices of the Chapter, and Board of Directors.
 
Section 5.  The Nominating Committee shall consider past participation in Agency activities and attendance at Board or Committee meetings in selecting the candidates for the Board of Directors or any Officer.

Section 6.  The Chair of the Nominating Committee shall deliver the Committee’s slate of nominees as provided in Article IX, Section 1 above.

Article XI – Committees

Section 1.  The President shall appoint from the Board of Directors the chair of each Committee of the Chapter.    The chair of each committee with the consent of the President, may appoint such other Members to the committee. These committees must be elected by the Board and may be revised from time to time based on the needs of the Chapter.  A list of the Chapters Committees is found in Addendum A.
 
Section 2.  The President with the approval of the Board of Directors may establish such ad hoc committees as deemed appropriate and appoint the members thereof.

Section 3.  A majority of Committee members shall constitute a quorum for Committee meetings.

Article XII – Administration

Section 1.  The Chapter shall maintain a central office at such place and with such facilities as the Board of Directors may direct for the promotion of the objectives of the Chapter.

Section 2.  The Chapter may employ a Chief Executive Officer (CEO) to work under the supervision of the Board of Directors.   The CEO shall be available to the officers, committees and members, for professional consultation in connection with the affairs of the Chapter.  Appointment of the CEO shall be by contract approved by majority vote of the Board of Directors.   The CEO may be removed from office by a two thirds vote of those present at a regular meeting of the said Board of Directors, if it appears that the best interests of the Chapter are not being served by the incumbent.  No contract shall be for a period longer than three (3) years.

Section 3.  The CEO shall employ such personnel as may be necessary for the operation of the Chapter and shall be responsible for their supervision.

Article XIII – Indemnification of Directors, Officers and Committee Members

Section 1.  Any and every person made a part to any action, proceeding by or in the right of the Chapter to procure a judgment in its favor by reason of the fact that they, their testator or intestate is or was a Director, Officer, or Committee Member, may be indemnified by the Chapter to the full extent permitted by law against any and all reasonable expenses, including attorney’s fees, actually necessarily incurred in connection with the defense of such action or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director, Officer or Committee Member has breached their duty to the Chapter.

Section 2.  Any and every person made a party to any action, suit, or proceeding other than one by or in the right of the Chapter to procure a judgment in its favor, whether civil or criminal, by reason of the fact that they, their testator or intestate, was a Director, Officer, or Committee Member, may be indemnified by the Chapter, to the full extent permitted By-Law, against expenses, including attorney’s fees, actually and necessarily incurred as a result of such action, suit or proceeding, or any appeal therein, if such person acted in good faith for a purpose which he reasonably believed to be in the best interest of the Chapter and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that their conduct was unlawful.

Article XIV – Miscellaneous

Section 1.  The fiscal year of the Chapter shall be from January 1st of each year through December 31st of the same year.

Section 2.  Any action required or permitted by the Executive Committee or any other Committee of the Chapter may be taken without a meeting if all members of the Executive Committee or other Committee consent in writing to the adoption of a resolution authorizing the action.  The resolution and the written consent thereto by its members shall be filed with the minutes of the proceedings of the respective Committee. A consent delivered by facsimile or other electronic means of communication shall be deemed consent by writing for purposes of this section.

Section 3.  The Secretary will insure that within sixty (60) days following an individual's initial election to the Board of Directors a copy of these By-Laws will be provided to them. 

Section 4.  All nouns and pronouns herein and any variations thereof, shall be deemed to refer the masculine, feminine, singular or plural as the identity of the person or persons may require.

Section 5.  The bylaws will be reviewed from time to time by the By-Law Committee so as to remain current and in compliance with State and Federal requirements.

Article XV – Amendments

Section 1.  Amendments to these By-Laws shall be proposed in writing to the Board of Directors for review. Upon review and approval of the Board, the amended By-Laws shall be sent to the Association for legal review and approval.  When the By-Laws are approved by the Association, they will be presented to the Chapter membership for approval.  A two-thirds vote of those present and voting shall be necessary for the adoption of the amended by laws.

Article XVI – Governance

Section 1.  The By-Laws and Chapter Manual of the Association shall govern all matters not specifically provided for herein.  In the event of any possible conflict between these By-Laws and those of the Association, the By-Laws of the Association shall control.


Addendum - A
Committee Descriptions

Audit Committee – The Audit Committee will provide oversight of the audit of the agency’s financial statements; overview of the RFP process to retain auditor(s); review of the results of the audit and any related management letter; review with the auditor the scope and planning of the audit; discuss pertinent items related to the audit including but not limited to risks/weaknesses in internal controls, disagreements between auditor and management, adequacy of reporting processes; review the performance of the auditor(s); report to the full board on activities and outcomes of the audit committee; and insure the completion of Forms 990 and CHAR 500 in compliance with IRS and New York State filing requirements.  Additionally, the Audit Committee will provide oversight of the adoption, implementation and compliance with the agency’s Conflict of Interest and Whistleblower policies and agency Code of Ethics. The Audit Committee is comprised of independent directors only.

Budget and Finance Committee – The Budget and Finance Committee is responsible for developing and reviewing fiscal policies and procedures, interim financial statements and the development of an annual budget which is presented to the Board of Directors for approval.

Business Development – The Business Development Committee shall provide oversight and general guidance for agency events and activities that increase membership, generate fund raising, and promote a positive public perception of ACHIEVE in the community.  To support these objectives, the committee provides support and general direction for agency planning in the areas of membership, community and donor relations, public education, media relations, appeals, campaigns and event planning. 

Bylaws Committee - The Bylaws Committee is responsible to perform review of the ACHIEVE Bylaws and as necessary and revise the Bylaws so as to remain current and in compliance with State and Federal requirements.

Community Advocacy Committee – The Community Advocacy Committee shall identify strategic platforms for advocacy efforts and support these efforts when “calls to action” are being requested by NYSARC, the agency or other entities looking to promote the best interests of individuals with intellectual and developmental disabilities.  The Community Advocacy Committee will promote positive relationships with local political representatives and will assist families, staff and community representatives to engage in and support advocacy efforts to promote agency interests and support individuals served.

Corporate Compliance Committee – The Corporate Compliance Committee shall provide oversight of the agency’s corporate compliance policies and procedures including review and revision of such policies, adherence to all rules and regulations, oversight of self-disclosures and review of audit activity.  It also includes review of the Corporate Compliance Annual Report to include oversight of the adoption, implementation, and compliance with conflict of interest, whistleblower policies and agency Code of Ethics.

Country Valley Industries – The Country Valley Industries Committee shall ensure that the participant/ employee needs are being adequately and appropriately met through a diversity of contracts and employment opportunities; that all issues related to regulatory oversight are in compliance; review annual CVI budget for approval and recommendation to Board of Directors for approval.

Executive Committee – description provided in By-Laws content

 Guardianship – The Guardianship Committee shall serve a two-fold purpose in an effort to assist persons with intellectual and developmental disabilities and their families.  One purpose shall be to encourage, advise, and assist parents in planning and arranging for the future needs of their loved ones.  Furthermore, it may through the NYSARC Guardianship Program, agree to act as standby guardian or guardian of the person on behalf of individuals with intellectual or developmental disabilities who have no other persons or organizations who can and will maintain the best interests of those persons in a manner which will ensure quality of care and advocacy for the entire life of the person.

Human Resources Committee – The Human Resources Committee shall maintain, review and/or recommend changes to the agency’s personnel policies and matters affecting the employment of agency staff which includes but is not limited to employee compensation, benefits, employee pension plan and other employment related matters.  The Human Resources Committee shall oversee the management and administration of the employee’s pension plan and act as liaison between the Board of Directors and the employees on matters relating to the plan.  The Human Resource committee shall make recommendations to the Board of Directors regarding any pension plan modifications, as well as agency designated distribution. 

Incident Review Committee – The Incident Review Committee shall review and monitor all reportable incidents, serious reportable incident and allegations of abuse which may occur to insure that the incidents were reported, managed, investigated and documented in accordance with agency policies and procedures, as well as OPWDD and Justice Center requirements and regulations.  The Incident Review Committee shall insure that necessary actions are taken to protect the safety and well being of persons receiving services, identify trends and recommend appropriate corrective, preventive and or disciplinary action as required.

Nominating Committee – The Nominating Committee will recruit and vet prospective candidates to the agency Board of Directors based on identified areas of expertise needed to enhance Board skills and function.  The Nominating Committee will seek and identify candidates that expand agency awareness in the community, evaluate candidates for strengths brought to the agency, and identify areas of development and training for the Board.  The Nominating Committee will develop succession planning for Board officer positions.  The Nominating Committee will present a Slate of Officers and Board candidates to the agency of Board of Directors in accordance with agency by-laws.

Supports and Services – The Supports and Services Committee shall be responsible for providing oversight to the agency’s services including review and approval of agency policies and procedures related to programs; growth and development of services; review utilization, resource allocations, projected revenues, etc. related to service provision; monitor quality improvement activities for trends/plans for improvement; evaluate loss leaders for continued service provision.

 

Approved by Chapter Membership June 5, 2015