We are excited about adopting a new Constitution and Bylaws document early this year. Not only did we setup a 501(c)3 corporation, but we brought our governance up to date to comply with legal and regulatory guidelines, as well as allowing us the flexibility to facilitate our continued growth.
Here are the highlights of our governing document. Or you can click here to download the full text in PDF format.
Summary and Highlights
The following provides an everyday-language overview of our Constitution and Bylaws. It should serve as a useful guide to the content of the more formal document.
Name and Purpose
Our legal name is American Council of the Blind of Westchester County, Inc but we also go by Westchester Council for the Blind of New York (WCBNY). We are a New York nonprofit corporation with federal 501(c)(3) recognition allowing us to receive charitable donations to support our work. Our specific purpose is to improve the lives of blind and visually impaired persons in Westchester County and beyond. This occurs through networking, advocacy, support, awareness building, empowering those who are blind and visually impaired, and improving their quality of life.
WCBNY is a member-driven organization. While the board can authorize other membership types, full (voting) members (with at least 60% of them being blind or visually impaired) are the core of the organization. Members pay annual dues that are approved by the board in consultation with the membership. Full and associate members are also members of the American Council of the Blind of New York, the statewide organization with which we are affiliated.
Regular meetings of WCBNY occur no less frequently than quarterly and have traditionally occurred each month. These are opportunities for the members to get together for a program, to have conversations about issues that matter to them, and to hear about what is going on in WCBNY. In November, there is an annual business meeting of the membership where the members elect directors and officers, elect a nominating committee, hear reports about the last year, and determine the direction of WCBNY for the coming year. When there is other business the members need to conduct, there can be a special business meeting, which is called by the president, a simple majority of the board, or by a petition from 20% of the voting membership. Business meetings will have a quorum of 25% and notice of these meetings will go out in formats that are accessible to members at least a week in advance.
Board of Directors and Officers
The officers (president, vice-president, immediate past president, secretary, and treasurer) and other at-large directors form the board of directors which oversees the formal side of WCBNY. Directors, including officers, all of whom are full members, have responsibilities that you would expect for their position and serve as volunteers. The majority of the board have to be blind or visually impaired, including both the president and vice president (unless 75% of voters in a membership meeting grant an exception for one, but not both of those positions.) Currently the board size is nine, but there is flexibility if that needs to change. The board meets as scheduled, at least quarterly, and can have special meetings. A third of the board is elected each year to serve for three year terms. Should a vacancy arise, the board would elect a replacement, except the vice-president automatically takes over if the office of president becomes vacant. Close relatives cannot serve on the board at the same time. There are term limits of two terms (6 years) in the same position or ten years on the board without a break, but the board and membership can approve exceptions to these limits when re-electing someone seems to be in the best interest of WCBNY. There are both formal and informal mechanisms in place to keep the board connected with guidance from the membership, and to keep the membership informed and involved with the business and direction of the board.
The only required committee is the nominating committee. Every year, the membership elects half of the nominating committee to serve for two years. They elect their own chair during a meeting in the first quarter of the year and provides a slate of nominees (which can include multiple people for an office requiring a contested election) twenty-one days before the annual meeting of the members, at which time there could also be nominees from the floor. A three-fourths vote is required if a member of the nominating committee is to be nominated.
While the membership can create special committees or task forces, usually committees, task forces and working groups are formed by the board, with provision for the president to initiate one for the board to ratify at their next meeting. Committees usually cover major areas of responsibility (like membership, program or finance) and are more formal. Task forces and working groups are more narrow in their work (such as for a holiday party or addressing a particular issue with legislators) and can be less formal. The authority of any of these can even include being able to act as if they were the board. While at least one board member will be a member of these, anyone can be the chair, and the most members could be non-board members.
As was seen as important during the pandemic in the early 2020s, all meetings may (but don’t have to) be conducted over technology or in person or by some form of hybrid of these.
WCBNY indemnifies its officers and directors so that they have some protection in their official roles. Books and records are maintained. Our parliamentary authority is Robert’s Rules of Order Newly Revised, adopted rules (including standing rules (or policies)), this constitution and by-laws, and the corporation’s formation documents, in that ascending order. There are processes to amend or temporarily suspend all of the latter three. For this document, it requires a 2/3 vote at a business meeting of the membership based on a proposal worked out by the board of directors, which could be initiated by a member.