CDR

Center for Disability Rights, Inc.

Bylaws

I. Name

This organization shall be known as the Center for Disability Rights,

Incorporated; hereafter referred to as "the Corporation."

II. Purpose

The Center for Disability Rights, Inc. promotes a society in which people
with disabilities enjoy full integration, independence, and civil rights.

CDR is a disability led, not-for-profit Corporation. We provide services to

people with disabilities and seniors within the framework of an Independent
Living Model which promotes independence of people with all types of
disabilities, enabling choice in living setting, full access to the community,
and control of their life.

CDR works for national, state, and local systemic change to advance the
rights of people with disabilities by supporting direct action, coalition
building, community organizing, policy analysis, litigation, training for
advocates, and community education.

CDR advocates for the full integration, independence, and civil rights of
people with disabilities.

III. Membership

Section One - Membership

General membership shall be open to any individual.

The Board of Directors shall determine the annual membership fee.

The fee shall be reflective of specific costs associated with
membership. Dues may be waived in cases of hardship. Service to
the organization may be substituted for monetary payment.
CDR Bylaws passed 06/20/2019
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Section Two - Membership Meetings

Annual membership meetings of the Corporation shall take place each
year.

Special meetings of the membership will be called by the Chair, or at

the request of three (3) members of the Board of Directors, or by
written request of twenty percent (20%) of the membership, or fifteen
(15) members, whichever is less.

All meetings of the membership will be held at a place designated by

the Board, convenient to the members, on a bus line, and compliant
with the Americans with Disabilities Act.

Section Three - Notification of Meetings

Notice of the time, place, and purpose of membership meetings shall
be given to each member not less than ten (10) nor more than thirty
(30) days before that meeting.

Section Four - Quorum

A quorum shall be necessary for the conduct of any membership
meeting. A Quorum for meetings of the membership shall consist of
either twenty (20) members or twenty percent (20%) of total
membership, whichever is less.

Section Five - Voting

Each member shall be entitled to cast his or her vote in person or by
mailing the official ballot to the secretary of the Corporation. To be
counted, mailed ballots must be received by the Secretary prior to the
meeting during which the vote takes place.

If a quorum is not reached, the Annual Meeting is void and a new

meeting must be called within 30 days.

IV. Board of Directors

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Section One - General

The Board of Directors is elected by and accountable to the
membership. There shall be between eight (8) and fifteen (15) seats
on the Board of Directors, including the officers. No less than eight
(8) of the seats will be elected by the membership. The remaining
seats may be appointed by the Chair with approval of the full Board.
A simple majority of the Board’s membership shall be people with
disabilities.

Each Director shall be committed to uphold the purposes, philosophy,

and policies of the Corporation.

Each Director shall have the willingness and ability to devote

necessary time to Board activities, including participating on at least
one committee throughout his/her term.

Section Two - Powers

The Board of Directors is responsible for overall policy and direction
of the Corporation consistent with the agency articles of
incorporation, mission and vision. The Board of Directors is
responsible for the development of a long range plan and approves
policies, updated as required. The Board of Directors delegates
responsibility for day-to-day operations to the Corporation’s
President/Chief Executive Officer and periodically evaluates the
performance of the President/Chief Executive Officer.

Section Three - Election and Term of Office

Elected board members shall serve for terms of three (3) years and
shall remain on the Board until the election of their successor, except
as provided for filling vacancies and as provided for in IV, Section 4
of the Bylaws. Elected board members shall take office immediately
upon their election.

Section Four - Resignations, Vacancies, and Terminations

A Board member may resign at any time by advising the full Board in
writing. The resignation shall be effective when specified in the letter
or immediately if no date is given.
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Vacancies occurring in the Board of Directors for any reason shall be

filled by vote of a majority of Directors then in office who are in
attendance at the regular board meeting that calls for a vote (assuming
a quorum has been reached). Directors elected to fill vacancies shall
serve until the end of the vacated term.
A Director may be removed for cause by a member initiated process:
a petition of ten (10) members, or a supermajority of the membership
of the board [more than seventy-five percent (75%)], followed by a
vote of membership at a membership meeting as defined in these
Bylaws, Article III, Section Four – Quorum.

This process would require a narrative submission in the sender’s

preferred communication method, representative of the ten (10)
members, or the supermajority membership of the board, of up to 500
words, of grounds for the removal, to be followed within three (3)
weeks by a rebuttal, of up to 500 words, by the Director to whom the
cause is directed. Both narratives will be provided to the membership
with the meeting notice.

A Director’s term could be terminated if he/she has unexcused

absences in excess of two (2) board meetings during the preceding
twelve (12) months.

Section Five – Election and term of Directors

At each Annual Membership Meeting, Directors shall be elected to
open positons on the Board, each for a term of three (3) years. Board
members shall take office immediately upon election.

Vacancies occurring in the Board of Directors, for any reason, shall

be filled by vote of a majority of Directors then in office who are in
attendance at the regular board meeting that call for a vote (assuming
a quorum has been reached). Directors elected to fill vacancies shall
serve until the end of the vacated term.

Section Six- Meetings and Attendance

The Board of Directors shall meet at least six (6) times each year at a
regular date most convenient to the Board members. Written
notification of the date, time, and location of all Board meetings shall
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be provided to each Board member not less than seven (7) days
before each scheduled meeting. Additional special meetings may be
called at any time by an officer of the Board or at the request of three
members of the Board and must comply with the written notification
requirement above. Failure to attend a scheduled meeting without
notifying an officer will be considered an "unexcused absence" which
will be counted by the Secretary of the Corporation.

Any one or more Directors may participate in a meeting of the Board

of Directors by means of communications assistance or equipment,
allowing all persons to participate simultaneously in the meeting.
Participation by such means shall constitute presence in person at a
meeting.

Meetings are open to all members of the Corporation, although the

Board may meet in executive session when dealing with issues which
require confidentiality, such as personnel.

Section Seven- Membership

All members of the Board of Directors must be dues paying members
of the Corporation prior to their nomination to the Board.

Section Eight- Voting

Each member of the Board of Directors shall have one vote except the
Chair who only votes in case of a tie.

Section Nine - Quorum

A quorum shall be required for the legal and proper conduct of the
business of the Board of Directors. A quorum shall consist of a
majority of the membership of the Board of Directors.

Section Ten - Removal from the Board

Board members who do not fulfill their responsibilities to the
organization may be removed after a two-thirds majority vote of the
board and a confirmation vote by a majority of the membership.
Any officer may be removed using the same procedures as used for
removing Directors. [Article IV Section Four]
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V. Officers

Section One - Election and Term of Office

The officers of the Corporation, Chair of the Board, Vice Chair(s) of the
Board, Secretary and Treasurer, and such other officers as the Board of
Directors may determine, shall be elected by the general membership
participating at the Annual Meeting. The term of office for each officer
shall be one (1) year. Officers take office immediately upon their election.
No officer shall serve in more than one officer position at the same time.

Section Two - Resignations, Vacancies, and Terminations

An officer may resign at any time by advising the Board in writing.
The resignation shall be effective as of the next scheduled meeting.

An officer's term will be terminated if he or she is absent in excess of

three meetings in one year if the absences are unexcused.

Vacancies in any office shall be promptly filled to the completion of

term by a vote of the majority of the Board members in a meeting
duly called following the occurrence of the vacancy.

Section Three - Qualifications and Duties

A. Chair
The Chair must be a person with a disability and a member of
the Board [as referenced in Article IV Section Six]. The Chair
shall preside at all meetings of the Board of Directors; shall
prepare a tentative meeting agenda which will be included in
the meeting notice sent to the Board of Directors; shall preside
at the meetings of the Board of Directors and the Executive
Committee. The Chair shall have general supervision of the
affairs of the corporation within the scope provided by these
Bylaws. The Chair shall report on the activities of the
corporation at the annual membership meeting and shall
appoint board members to board committees. The Chair shall
preside at the general membership meetings and be allowed to
vote to break a tie; shall be an ex officio member of all
committees; shall sign contracts in the name of the Corporation
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only after authorization by the Board of Directors; can be

authorized to sign checks.

B. Vice Chair(s)
The Vice-Chair(s) must be a person with a disability and a
member of the Board. The Vice-Chair(s) shall assume the
duties of the Chair in the event of the Chair’s absence,
incapacity, resignation, or removal from office. The Vice
Chair(s) can be an authorized signer of checks; shall perform
such other duties and have such other powers as the Board of
Directors may assign.

C. Secretary
The Secretary must be a member of the Board. The Secretary
shall keep accurate minutes of all meetings of the General
membership and Board of Directors; shall take roll call and
note absences at meetings of the Board of Directors; can be an
authorized signer of checks; shall be responsible for
notification of all relevant meetings, the attendance of written
copies of minutes of all Board and general membership
meetings, the mailing of written copies of the Board agenda,
the maintenance of an accurate copy of the Bylaws of the
corporation, and the maintenance of an accurate membership
list.

D. Treasurer
The Treasurer must be a member of the Board and have
knowledge of accounting and budgeting. The Treasurer shall
have supervision over the financial records of the corporation.
The Treasurer shall provide the Board at each of its regular
meetings with a statement of the financial condition of the
corporation and submit a copy of the financial report to the
Secretary for inclusion with the minutes of that meeting; shall
serve as Chairperson of the Finance Committee; can be
authorized to sign checks; shall have such other powers and
duties as may be designated by the Board. The treasurer will
render an annual financial report at the annual membership
meeting based on the fiscal year.
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VI. Committees

Section One - Committees of the Board

(a) The Board of Directors shall annually appoint standing
committees. These committees shall include the Governance
Committee, Finance Committee, Human Resources Committee,
Nominating Committee, Program Assessment Committee, Public
Policy Committee and Development Committee. These committees
shall have the membership, powers, and duties as set forth in these
Bylaws.

(b) The Board may appoint from its members such other ad hoc
committees as it may deem appropriate.

(c) Any one or more members of the Committee may participate in a

meeting of the Committee by means of a communications assistance
or equipment, allowing all persons to participate simultaneously in
the meeting. Participation by such means shall constitute presence in
person at a meeting. A Committee may take action without a meeting
if all members of the Committee consent in writing and the action is
within the authorized activities of the Committee.

(d) Committee chairs must be Directors.

(e) All committees are subject to the authority of the Board of

Directors. The resolution and the members’ written consents shall be
filed with the minutes of the Committee. The Board shall be
informed in writing of any actions taken by the Committee not less
than seven (7) days before the next scheduled Board meeting. In the
event that a meeting meets within fourteen (14) days of a Board
meeting, the Committee will present a report on its activity to the
Board at the following scheduled Board meeting.

Section Two - Committee Composition and Function:

(a) Governance Committee: The Board Chair is the chair of the
committee. The Committee shall be responsible for improving the
effectiveness of the organizations governance and board functioning.
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The committee consists of the Chair, Vice Chair(s), and

President/CEO as a non-voting member. The Chair may appoint
another board member to represent the Chair or Vice Chair(s) at the
meeting.

(b) Finance Committee: The Treasurer shall be the chair of the

Committee. The Committee shall have general supervision of the
financial affairs and procedures of the Corporation. The Finance
Committee will appoint an ad hoc audit committee, chaired by
someone other than the elected treasurer of the corporation, to
oversee the annual audit process.

(c) Human Resources Committee: The Committee shall review and

oversee the personnel policies and practices of the Corporation and
shall recommend the compensation structure for general job titles of
the Corporation. The Committee will hear employee related
grievances in accordance with Corporation policy and procedures.

(d) Nominating Committee: The Committee shall present nominees

for election as Directors at the Annual Meeting of the Corporation
and, between Annual Meetings, shall present nominees to the Board
for election to fill vacancies on the Board. The Committee shall
develop ongoing training for new and existing Directors.

(1) The Nominating Committee will bring all candidates to the

attention of the Board of Directors for interim appointments
and the formation of the slate for the Annual Meeting.

(2) The Board of Directors makes the final determination on

the slate for the Annual Meeting and the interim appointments.

(e) Program Assessment Committee: The Committee shall oversee

work plan development and performance, mindful of compliance with
the core services of the Independent Living movement. The
committee also analyzes consumer satisfaction surveys.

(f) Public Policy Committee: The Committee shall review public

policy issues, including proposed laws and regulations in an effort to
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formulate position statements and/or advocacy strategies, mindful of

compliance with the core services of the Independent Living
movement.

(g) Development Committee: The Committee shall oversee initiatives

to increase awareness of the organization and increase revenues
through grant writing, donations and fund-raising.

Section Three - Tenure of Members of Committees

Each committee of the Board and of the Corporation, and every
member thereof, shall serve at the discretion of the Board. The Board
will review committee composition annually.

VII. President/Chief Executive Officer

The Board of Directors shall appoint a President/Chief Executive Officer

who shall be the chief executive officer responsible for administration of the
Corporation. The President/Chief Executive Officer has day-to-day
responsibility for the agency, including carrying out the agency’s goals and
Board policy. The President/Chief Executive Officer shall be responsible for
the administration and conduct the business and affairs of the corporation,
including the signing of checks and contracts, pursuant to guidelines
established by the Board. The President/Chief Executive Officer will
attend all Board meetings; report on the progress of the agency, answer
questions of Board members and carry out the duties described in the job
description. The Board can designate other duties as necessary. He or she
shall serve as an ex officio, non-voting member of all committees except the
Nominating and ad hoc committees where he or she may attend only by the
Committee's invitation. The President/Chief Executive Officer reports to
the Board of Directors.

VIII. Nondiscrimination

The members, officers, directors, committee members, employees, and

persons served by this Corporation shall be selected entirely on a
nondiscriminatory basis with respect to age, color, cultural or ethnic group
membership, disability, education level, family status, gender, income,
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national origin, race, religion, sexual orientation, or any other characteristic

protected by law. CDR will make reasonable accommodations for qualified
individuals with known disabilities unless doing so would result in an
undue hardship to CDR.

IX. Conflict of Interest

Board members shall not be involved in the daily operation of the

Corporation either as paid staff or consultants. Any possible conflict of
interest shall be disclosed to the other Directors and made a matter of
record. Any Director having such a possible conflict of interest shall not
vote or attempt to influence the matter in question, and shall not be counted
in determining a quorum for the meeting. The minutes shall reflect such a
disclosure, abstention from voting, and the quorum count.

X. Dissolution-Article

In the event of dissolution, all of the remaining assets and property of the
Corporation shall, after the payment of all debts, obligations, and expenses
related to the dissolution be distributed to organizations that qualify under
Section 501 (c) (3) of the Internal Revenue Code of 1954, or corresponding
provisions of any subsequent Federal Tax Laws or to the Federal
government or to the state or local government for a public purpose. No
Director of the Board, officer, member, or employee of the Corporation will
be entitled to share in the distribution of any of the assets of the
Corporation.

XI. Rules of Order

In all matters of parliamentary procedure not covered by these Bylaws,

Robert's Rules of Order shall be the parliamentary authority.

XII. Audit

The Corporation shall complete all required fiscal reports and forms as
required by New York State law each year. The fiscal year shall begin
January lst.
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XIII. Indemnification

To the extent permitted by the New York Not-for-Profit Corporation Law

and specifically Sections 722 and 723, the Corporation shall indemnify its
officers and Directors of and from criminal and civil liability, including the
payment of defense costs. The Corporation may purchase insurance for such
purpose.

XIV. Amendments

These Bylaws may be amended, repealed, or altered in whole or in part by

the majority vote of the members of the Corporation voting at any regular or
special meeting. The proposed changes must be submitted by mail to the
last recorded address of each member of the Corporation entitled to vote
thereon at least ten (10) days prior to the time of the meeting.

ATTACHMENTS
A. Conflict of Interest Statement

ATTACHMENT A
Center for Disability Rights, Inc.
Conflict-of-Interest Policy

Preamble

Members of the Board of Directors, Officers, the President/Chief Executive

Officer (for the purposes of this policy, collectively referred to as the
“Management Persons”) of the Center for Disability Rights, Inc. (CDR) must not
act in their personal interests, or in the interests of others, with respect to
organization affairs but must act exclusively in the interest of the Organization.
Management Persons must have undivided loyalty to the Organization and may
not use their positions as Management Persons, or use the Organization’s property,
in a manner that allows them to obtain a financial benefit for themselves or others
to the detriment of the Organization.
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Duties of Management Persons

Duty of Care: The duty of care requires that Management Persons be familiar with
the Organization’s finances and operations, and it requires that Management
Persons participate regularly in the Organization’s governance. In carrying out
these duties, Management Persons must act in good faith using the degree of
diligence, care and skill which prudent people would use in similar positions and
under similar circumstances.

Duty of Loyalty: Management Persons are charged with the duty to keep the
interests of the Organization paramount to all other interests in decision making
with respect to the Organization. No Management Person shall engage in any
transaction or arrangement involving the Organization that confers secret profits
or unfair gains to Management Persons or others. This duty of loyalty requires,
among other things, that any conflict-of-interest be disclosed fully and completely.

Duty of Obedience: Management Persons should ensure that the Organization

remains compliant regarding its exempt, or central, purpose as typically defined in
its articles or certificate of incorporation.

Conflict-of-Interest

A conflict-of-interest may occur when a Management Person is influenced in his

or her decision making by personal, business, financial or other factors not solely
related to the Organization’s best interests. Business transactions of the
Organization in which a Management Person has a financial interest (as defined)
must be closely scrutinized. Prior to entering into business transactions with
Management Person, the proposed transactions must be carefully reviewed to
determine that such transactions are in the best interests of the Organization.
Duty to Disclose: Prior to the commencement of any negotiations with respect to a
proposed transaction involving a Management Person with a financial interest in
the proposed transaction (the “Interested Party”), the Interested Party must make
full disclosure, to the best of his or her knowledge, of any dual interest in the
proposed transaction by submitting a report to the Board of Directors (the
“Board”), or any committee designated by the Board to handle such matters (the
“Governance Committee”), disclosing why the proposed transaction or
arrangement may or may not be in the best interest of the Organization.
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Determination of Conflict: After disclosure of the financial interest and all

material facts to the Board or Governance Committee, the Interested Party shall
depart the Board or Governance Committee meeting while the determination of a
conflict-of-interest is discussed and voted upon. The Board or Governance
Committee, excluding any Interested Party, shall decide if a conflict-of-interest
exists.

The Board or Governance Committee shall, if appropriate, appoint a disinterested

person or committee to investigate alternatives to the proposed transaction or
arrangement. After exercising its due diligence, the Board or Governance
Committee shall determine whether the Organization can obtain, with reasonable
efforts, a more advantageous transaction or arrangement from a person or entity
that would not give rise to a conflict-of-interest.

If a more advantageous transaction or arrangement is not reasonably possible

under circumstances not involving a conflict, the Board or Governance Committee
shall determine by a majority vote of its disinterested members whether the
proposed transaction or arrangement is in the Organization’s best interest and
whether it is fair and reasonable.

Violation: If the Board or Governance Committee has reasonable cause to believe

that a Management Person has failed to comply with this conflict-of-interest
policy, the Board or Governance Committee may inform the Management Person
of the basis for such belief and afford her or him an opportunity to explain the
alleged failure to comply. After hearing the response and making such further
investigation as may be warranted in the circumstances, if the Board or
Governance Committee determines that such Management Person has in fact
failed to comply with this conflict-of-interest policy, it may take action including,
among other things, removal or termination of such Management Person.

A Management Person who receives compensation, directly or indirectly, from the

Organization is precluded from voting on matters related to such compensation.
Compensation paid by the Organization must be reasonable and necessary.

Gifts
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Management persons are prohibited from receiving or giving any gift that is not
permitted by generally accepted business ethical standards. If there is a dispute
with respect to such ethical standards, the Governance Committee shall determine
if a gift is prohibited. Management persons may not accept a gift other than a gift
of nominal value, without the approval of the Governance Committee.

Records

The minutes of the Board or Governance Committee meeting, during which a

potential or actual conflict of interest was discussed, shall contain:

 The name of the Management Person who disclosed an actual or potential

conflict-of-interest or otherwise was found to have a conflict-of-interest and
the nature of the conflict-of-interest and

 Any action taken to determine whether a conflict-of-interest was present and

the decision of the Board or Governance Committee as to whether a
conflict-of-interest existed; and a decision as to whether the transaction was
approved notwithstanding the conflict; and

 The names of the persons who were present for discussions and votes
relating to the transaction or arrangement.

Definitions

Financial Interest- a person has a financial interest if the person has, directly or
indirectly, through business, investment, or family (as defined below):

1. An ownership or investment interest in any entity with which the

Organization has a transaction or arrangement;

2. A compensation arrangement with any entity or individual with which the

Organization has a transaction or arrangement; and/or

3. An ownership or investment interest in, or compensation arrangement with,

any entity or individual with which the Organization is negotiating a transaction or
arrangement.
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A financial interest is not necessarily a conflict-of-interest. Under the

Determination of Conflict provisions of this conflict-of-interest policy, the Board
or Governance Committee decides if a conflict-of-interest exists.

Family-for purposes of this conflict-of-interest policy, family means spouse,

parents, brothers, sisters, children, grandchildren, the spouses of children and
grandchildren, aunts, uncles or cousins, and any other blood relative that resides in
the same household as the Management Person.

Management Person Affirmation Statement and Disclosure Statement

Each Management Person shall annually sign a Management Person Disclosure

Statement which affirms that such person:

 Has received a copy of the conflict-of-interest policy

 Has read and understands the policy

 Has agreed to comply with the policy

Each Management Person has a duty to place interests of the Organization

foremost in any dealings involving the Organization and has a continuing
responsibility to comply with the requirements of this conflict-of-interest policy.
In connection therewith, if there is any question in the Management Person’s mind
about whether or not to disclose his or her interest in a transaction or arrangement,
the Management Person should disclose the interest.

This policy is intended to supplement but not replace any applicable state and
federal laws governing private inurnment or conflict-of-interest issues with respect
to tax-exempt organizations.

Center for Disability Rights, Inc.

Management Person Disclosure Statement

PRINT Name: ________________________________

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PRINT Title: __________________________________

1. Please list all organizations 1) in which you have a financial interest (as
defined in the Organization’s attached conflict-of-interest policy) or 2) in which
you hold a position as an officer, director, general manager or other position, if
such organizations engage in business with the Organization or if you anticipate
that such organizations will do business with the Organization in the coming fiscal
year.
Please respond N/A if you have no organizations to disclose.
__________________________________________________________________

__________________________________________________________________

Please describe the nature of each business transaction:

__________________________________________________________________

__________________________________________________________________

2. Please provide a description of all business transactions involving the

Organization in the past fiscal year 1) in which you had, or have, a financial
interest (as defined) or 2) that involved an entity or organization in which you hold
a position as an officer, director, general manager or other position. Provide a
brief description of each transaction and a description of your interest in the
transaction. Please respond N/A if you have no transactions to disclose.
__________________________________________________________________

__________________________________________________________________

The answers to the foregoing questions are stated to the best of my knowledge and
belief. I also acknowledge receipt of the Organization’s conflict-of-interest policy
which I understand and will comply.

Date_______________________ Signature _____________________________