Article III - BOARD OF DIRECTORS

Section 1 - Role: BW shall have a board of directors that is responsible for overall policy and direction of the organization. Each member shall aspire to fulfill and sign the Board of Directors Member Agreement that the organization maintains and updates annually, unless otherwise amended as approved by two-thirds (⅔) vote of the board of directors. There shall be four members of the Executive Board, consisting of a President, Vice-President, Secretary, and Treasurer, each with additional roles outlined below. Members of the Board of Directors shall possess the desire to support the community, sustain the mission statement and core values of BW, and be passionate advocates for both the Disabled and LGBTQ+ communities.

a) The President shall convene regularly scheduled board meetings and assure that other board members are adhering to their signed Board Agreements. In the absence of an Executive Director or other operational staff, the President shall manage the day-to-day activities of the organization.

b) The Vice-President shall be directed to convene regularly scheduled Board meetings when the President is not in attendance. In the absence of an Executive Director or other operational staff, the Vice-President shall, as directed by the President, assist in managing the day-to-day activities.

c) The Secretary shall be responsible for keeping records of board actions, 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 following up to make sure that action items decided at board meetings are completed.

d) The Treasurer shall make a report of BW’s finances at each board meeting. The Treasurer shall assist in the oversight of the budget. In addition, the Treasurer should identify fundraising opportunities such as potential grants and donors. The Treasurer shall also help in thanking donors for contributions made.

Section 2 - Board Peer-Driven Status: Members of the Board of Directors must self-identify, with lived experience with at least one of the following: 

1. Being disabled (self-defined), neurodivergent, and/or anyone who is navigating living outside of the spectrum of neurotypical and/or able-bodied norms.

2. Being Queer and/or Trans; being a part of the broader LGBTQIA+ community.

Section 3 - Board Size: The board shall have no less than three (3) members and no more than ten (10) members.

Section 4 - Board Term: Members of the Board of Directors shall serve a term of two (2) years and may serve up to three (3) consecutive terms. A member that has served three (3) consecutive terms may become eligible for re-election after three (3) months.

Section 5 - Board Compensation: Board members may receive reasonable expense reimbursements, pre-approved by the Executive Director, but shall not be compensated for their service as Board members.

Section 6 - Board Responsibilities: Board members must attend six (6) out of twelve (12) monthly meetings, in-person or by phone, and must miss no more than two (2) consecutive meetings per fiscal year except under extenuating circumstances agreed upon by two-thirds (⅔) vote of the board. Board members must sign a Board Member Agreement within one (1) month of joining the board and, thus, commit to contributing or acquiring individualized, minimum monetary or in-kind donation that is considered significant by the board member during the fiscal year of the signed agreement.

Section 7 - Board Elections and Nomination Process: Any individual may apply or be recommended to serve as a member of the Board of Directors. The individual must undergo a process, as decided by the Board of Directors and be voted into position by a unanimous vote. A board member may be added at any time during the year, as long as an open board position is available. Once a vote is made unanimously, the candidate shall begin their board member role immediately.

Section 8 - Election Procedures: New Directors shall be elected by a unanimous vote of Directors present at such meeting, provided there is a quorum present.

Section 9 - Voting: The Board of Directors will vote on strategic planning matters, approving a budget, approving committee chairs, approving executive compensation and other necessary matters. If a vote needs to be conducted, but a meeting cannot be held, the President may call for a vote via email, and votes cast via email will be the equivalent of a vote cast in person or via phone. This process must be recorded by the Secretary.

Section 10 - Quorum: For the Board of Directors to hold an official meeting, a minimum quorum of two-thirds (⅔) of the board members must be present, in person or by proxy, to make the meeting or any votes valid.

Section 11 - Confidentiality: Members of the Board of Directors shall not discuss or disclose information about BW or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the BW’s purpose, or can reasonably be expected to benefit the organization. Members shall use discretion and good business judgment in discussing the affairs of the organization with third parties. Each member shall sign a confidentiality agreement consistent herewith upon being voted onto and accepting appointment to the Board of Directors.

Section 12 - Meetings and Notices: The board may provide by resolution the time and place, for the holding of regular meetings of the Board. Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.

Section 13 - Committees: Members of the Board of Directors can choose to serve on a committee. A committee chair will be recommended at the first committee meeting and is to be approved by a two-thirds (⅔) vote of the Board of Directors at the proceeding board meeting. The Board of Directors may create committees as needed.

Section 14 - Forfeiture: Any member of the Board of Directors who fails to fulfill any of their requirements as set forth in these bylaws shall automatically forfeit their seat on the Board. The Secretary shall notify the Board President and Executive Director in writing that their seat has been declared vacant. Members of the Board of Directors who are removed are not entitled to the procedure outlined in Section 10 of this Article.

Section 15 - Removal: Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if this decision is, in their judgment, in the best interest of BW. Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An Executive Board Member who has been removed as a member of the Board of Directors shall automatically be removed from their executive position.