>> NYLN Bylaws

Governing Rules of the
National Youth Leadership Network (NYLN) 

Empowering the next generation of disability leaders 

Article I: Purpose
Article II: Membership
Article III: Governing Board
Article IV: Officers
Article V: Committees
Article VI: Ammendments to Governing Rules
Article VII: Conflict of Interest Policy

Section 1.  Mission
The National Youth Leadership Network is a youth-driven, youth-led organization comprised of young adult leaders with disabilities.  The network strives to promote leadership development and education ensuring that all youth with disabilities have the opportunity to attain their maximum, unique, and personal potential.

1. NYLN Members
1. General Members: 
1. General members shall consist of those individuals with disabilities who live within the United States or its territories and are no younger than the age of 15 and no older than the age of 28 and who have applied and been accepted to be NYLN members.
2. Honorary Members: 
1. The Governing Board may designate individuals with disabilities, who have been active network members but are beyond the 28 year age limit, as honorary members.
3. Corporate Members
1. Corporate Members are organizations or corporations that have decided to network with NYLN. 
2. These groups must pay a yearly corporate/organization fee and must go through a selection process administered by the Membership Committee and be approved by the Governing Board
2. NYLN Resource Consultants
1. Resource Consultants are NYLN Members who have completed a Resource Consultant application and have been chosen by the Membership Committee.
3. NYLN Committee Members
1. NYLN Committee Members are General NYLN Members and/or Resource Consultants who have completed a committee application, and have been chosen to participate in a Governing Board committee by that committee’s chair.
4. NYLN Governing Board Members
1. NYLN Governing Board Members are NYLN members who have applied to the Governing Board and have been selected by the Membership Committee and approved by the entire Governing Board.
2. To apply, the Governing Board applicant must be a NYLN Member but NYLN Committee Members or Resource Consultants are preferred.

1. Only members of the Governing Board have the right to vote or abstain on Network matters, outside of committee items.
2. Governing Board members shall have the right to vote on the following matters: 
   1. Appointment of Governing Board members,Election of officers and committee chairs, Approval of any amendments to the Governing Rules that may be proposed by the Board, and
   2. Any other key policy or governance matters that pertains to the mission of the NYLN.
3. Members of a committee have voting privileges within their respective committees. 

1. A quorum shall be defined as two-thirds of the total eligible voting members present at a meeting of the members either in person or by proxy unless otherwise stated in these Governing Rules.  Each voting member shall have one vote on each matter voted upon at any meeting of the members in compliance with Section 2, Subsection A and C of this Article. 
2. A fifty percent + 1 (simple majority) of the total votes cast on a matter at a meeting of the members in which a quorum is present shall constitute the action of the members, unless otherwise stated in the Governing Rules. 

1. There shall be an annual meeting of the members upon such a date, time and place as the Governing Board determines.  During the annual meeting, a call for applications for new governing board members shall be made.
2. Special meetings of the members may be called by the President of the Governing Board or upon the request of two-thirds of the voting members for any pressing matter that would require such a meeting. 
   1. Members shall receive no less than two days prior written notice of special meetings if it does not require physical attendance.
   2. Members shall receive no less than thirty days prior written notice of special meetings if the meeting does require physical attendance.

Section 5.  Removal:  
Any member may be removed from membership, with cause, by a two-thirds vote of the Governing Board. Cause may be lack of participation without reason or consistently inappropriate conduct as defined in the grievance procedures.

ARTICLE III
GOVERNING BOARD

Section 1.  Declaration of the Governing Board:
There shall be a Governing Board of the National Youth Leadership Network.   Section 2.  Composition of the Governing Board:
The members of the Governing Board of the National Youth Leadership Network shall be com­posed of no less than 12 and no more than 19 individuals.  Members of the Governing Board must be members of the National Youth Leadership Network. Section 3.  Appointment to, and terms of Governing Board members:

1. The members of the Governing Board of the National Youth Leadership Network shall be appointed by the current board.  (These appointments shall be done in the manner outlined by the document Board Guidelines.)All members of the Governing Board serve a two-year term.  At the end of the GB members’ first or second year, he/she is eligible to run for an officer and/or committee chair position.  Being elected to an officer and/or committee chair position extends the term of office on the Governing Board for one year.  After serving as an officer or committee chair, that individual is eligible to run for an additional year (serving on the GB for a maximum of four years) in any officer or committee chair position.  If that individual is not elected as an officer or chair after two years of being on the GB, then that individual’s term has expired.  Once a Governing Board member's term has expired that person must remain absent from the Governing Board for one year before applying to return to the Governing Board. A previous Governing Board member returning from a one-year absence from the Governing Board is eligible to run for an Officer Of The Governing Board position at the end of their first year back on the Governing Board.
2. The maximum continuous term any member may serve on the Governing Board is four years, provided they fulfill all of the conditions for being a National Youth Leadership Network member. 

1. Determining and implementing policies for the National Youth Leadership Network.Supporting the implementation of the strategic goals developed by the National Youth Leadership Network and its members.Participating on at least one committee within the National Youth Leadership NetworkBuilding relationships with local, state and national partners.
2. Promoting the National Youth Leadership Network and its mission.

Section 5.  Resignation of a Governing Board Member:
Any Governing Board member may resign at any time by giving written notice to the Governing Board of the Network.    Section 6.  Removal of a Governing Board member:

1. Any Governing Board member may be removed, with cause, by two-thirds vote of the voting members at any regular or special meeting of the members called expressly for that purpose. 
2. Cause is defined as conflict of interest, non-participation without reason, and/or consistent inappropriate conduct.  Cause is to be determined and assessed by voting members of the Governing Board only.

Section 7.  Vacancies on the Governing Board:
Vacancies may be filled by the Governing Board for the unexpired term. Section 8: Annual Meetings of the Governing Board:
An annual meeting of the Governing Board of the National Youth Leadership Network shall be held each year, at a time, day, and place designated by the Governing Board. Section 9.  Regular Meetings of the Governing Board:
Regular meetings of the Governing Board of the National Youth Leadership Network shall be held at such time, day, and place designated by the Governing Board.  Section 10. Special Meetings of the Governing Board:

1. Special meetings of the Governing Board may be called at the direction of the President of the Governing Board, or by a two-thirds majority of the voting members of the Governing Board only.The special meeting of the Governing Board will be held at a time, day, and place stated in the notice of the meeting.  The aforementioned notice of the meeting shall be received by the members of the Governing Board no less than two days prior of a special meetings if that special meeting does not require physical attendance of the members.
2. If physical attendance is required at the special meeting of the Governing Board, members shall receive no less than thirty days prior written notice of such special meetings. 

ARTICLE IV
OFFICERS 

Section 1.  Officers: 
The officers of the Network shall consist of:

1. President Vice- President Secretary/Treasurer
2. Strategic Planning Officer.   

Section 2.  Election of Officers: 
The officers of the National Youth Leadership Network shall be elected by more than half the votes cast by the members of the Governing Board at the annual meeting of the members as described in Article III.  All officers must meet the requirements set forth in Article III. Section 3.  Term of Office: 
The officers of the National Youth Leadership Network shall be installed at the annual meeting at which they are elected and shall hold office for one year until the next annual meeting or until their respective successors shall have been duly elected. Section 4.  Resignation:
Any officer may resign at any time by giving written notice to the President of the Board.  Such resignation shall take effect at the time specified in the notice, or if no time is specified, then immediately.   Section 5.  Removal: 
Any officer may be removed from such office, with cause, by a two-thirds vote of the Board at any regular or special meeting of the members expressly for that purpose.   Section 6.  Vacancies: 
Vacancies of officer positions will be filled by the Vice-President for an interim term until a special meeting is called by the President to elect a new officer.  The interim term should not exceed fourteen days unless circumstances prevent such a vote.  Members who have filled this vacancy will not have it count against their potential term of service as an officer, as outlined in Article III. Section 7.  Officer Descriptions:

1. President shall:
   1. Run the meetingDraft the Agenda for MeetingsProvide leadership to project operationsBe an honorary member of all committeesParticipate in external networking on behalf of the National Youth Leadership  NetworkBe the primary spokesperson for the National Youth Leadership NetworkOnly vote to break a tie vote.
   2. Attend to grievance issues between any parties (Governing Board Members, Staff, Network Members).  They will appoint joint committees to handle such issues.
   Vice-President shall:
   1. Act in the absence of the PresidentServe as liaison between all committees and the Governing Board. Provide oversight of the conference, and institute activities.
   2. Ensure all Network policies and Governing Rules are kept up to date and upheld.
   Secretary/Treasurer shall:
   1. Keep the minutes of the meetings of the Governing BoardMaintain historical documents for the National Youth Leadership NetworkOversee financial administration of the National Youth Leadership NetworkMaintain a membership database and list of agency contacts.Oversee external correspondence to the National Youth Leadership Network and its projects (ex. Invitations to events, thank you cards, letters of support, official correspondences etc.)
   2. Serve as an alternate member on the grievance board.  
2. Strategic Planning Officer shall:
   1. Facilitate all changes to the strategic planning and vision of the National Youth Leadership Network, developed and overseen by the Governing Board.Coordinate implementation of the strategic planProvide oversight on reporting of the plan internally and externally.
   2. Collect committee’s periodic reviews and monitor their implementations

1. Committee Chairs shall:
1. Call meetings Facilitate discussions of meetings to make sure all members    participate Set agenda for committee’s meeting Carry out Action Plan Decide what is Committee's Role Report to the Board and Board President Recruit and retain Committee Members Decide if they need a Co-Chair for the Committee
2. Keep committee informed / disseminations.

1. The Research Committee shall:
1. Design the annual research project and evaluation plan Oversee the implementation of the research and evaluation activities Participate in the analysis of findings and preparation of research and evaluation reports Oversee the dissemination of findings
2. Be a liaison to agencies and organizations related to the research and evaluation

1. The Public Information Committee shall:
1. Develop and updat the Website Recommend public policy priorities, including development of the annual Future Directions Agenda based on feedback from youth. Direct public education activities.
2. Maintain and develop all policy documents.

1. The Membership Committee shall:
1. Serve as the selection committee fo all NYLN membership selection processes.Year-round follow up and support of all NYLN Members.
2. Be a liaison between members and the Governing Board.

1. The Mentorship Committee shall:
   1. Design and oversee all mentorship activitiesMonitor the quality of mentorship activities
   2. Be a resource for improving mentorship activities.

1. The Funding Committee will be responsible for:
   1. Identifying new sources of fundingOverseeing the preparation and submission of funding requests.
   2. Making decisions for spending funds.

1. The Access for All Committee shall:
   1. Coordinate access for all activities to ensure that all network communications and products are accessible

1. Chairs of Committees
1. Must be members of the Governing Board and be elected to those positions by the Board. (see Board Guidelines for election procedures).The Chair will name individuals to committees, and must not prevent the inclusion of interested parties unless a specific grievance is filed, or the committee is full.No committee shall have more than 15 members.
2. Committee members can be appointed from the members of the National Youth Leadership Network, all members have a vote within the committee.

Section 9.  Term of Office. 
The Chair of a committee will serve a one year term, and is eligible for reelection to that position at the end of their first year.  Section 10.  Vacancies.     
Vacancies in the membership of com­mittees may be filled by the Committee Chair  Section 11.  Removal.
A committee chair may be removed, with cause, by a two-thirds vote of the Governing Board at any regular, or special meeting.  This includes not directing the group in a direction that is in agreement with the mission. Section 12.  Special Considerations.
Each committee and task force may adopt rules for its meetings which must not conflict with these Governing Rules or with any rules adopted by the Governing Board.  These rules must be made known to the rest of the Governing Board, and recorded.  Section 13.  Ad-Hoc Committees.
The Governing Board may create ad hoc committees and task forces as necessary, by a vote of two-thirds.  The composition and purpose of these newly created bodies shall be described in written form and provided to the Member's of the Board at least 2 days prior to a vote on such a measure.

 
Section 1.  Amendments to Governing Rules.
These Governing Rules may be amended or new Governing Rules adopted by a vote of two-thirds of the Governing Board at any regular or special meeting of the Governing Board.  The notice of the meeting shall include a summary of the proposed amendments.

ARTICLE VII
CONFLICT OF INTEREST POLICY  

Section 1. Purpose.
The purpose of the conflict of interest policy is to protect National Youth Leadership Network (“NYLN”) interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or Governing Board member of NYLN or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Section 2.  Definitions.
A. Interested Person
Any member of the Governing Board, principal officer, or member of a committee with Governing Board delegated powers, who has a direct or indirect financial interest, as defined below, is an interested person.  B. Financial Interest
A person has a financial interest if the person has, directly or indirectly, through business, investment, or family:

1. An ownership or investment interest in any entity with which NYLN has a transaction or arrangement,A compensation arrangement with NYLN or with any entity or individual with which NYLN has a transaction or arrangement, or
2. A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which NYLN is negotiating a transaction or arrangement. Compensation includes direct and indirect remuneration as well as gifts or favors that are not insubstantial. A financial interest is not necessarily a conflict of interest. Under Article III, Section 2, a person who has a financial interest may have a conflict of interest only if the appropriate Governing Board or committee decides that a conflict of interest exists 

Section 3.  Procedures.
A. Duty to Disclose
In connection with any actual or possible conflict of interest, an interested person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Governing Board and members of committees with Governing Board delegated powers considering the proposed transaction or arrangement. B. Determining Whether a Conflict of Interest Exists
After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he/she shall leave the Governing Board or committee meeting while the determination of a conflict of interest is discussed and voted upon. The remaining board or committee members shall decide if a conflict of interest exists. C. Procedures for Addressing the Conflict of Interest

1. An interested person may make a presentation at the Governing Board or committee meeting, but after the presentation, he/she shall leave the meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.The chairperson/president of the Governing Board or committee shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.After exercising due diligence, the governing board or committee shall determine whether NYLN 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.
2. If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest, the governing board or committee shall determine by a majority vote of the disinterested directors whether the transaction or arrangement is in NYLN’s best interest, for its own benefit, and whether it is fair and reasonable. In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

1. If the Governing Board or committee has reasonable cause to believe a member has failed to disclose actual or possible conflicts of interest, it shall inform the member of the basis for such belief and afford the member an opportunity to explain the alleged failure to disclose.
2. If, after hearing the member’s response and after making further investigation as warranted by the circumstances, the Governing Board or committee determines the member has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action 

1. The names of the persons who disclosed or otherwise were found to have a financial interest in connection with an actual or possible conflict of interest, the nature of the financial interest, any action taken to determine whether a conflict of interest was present, and the Governing Board’s or committee’s decision as to whether a conflict of interest in fact existed.
2. The names of the persons who were present for discussions and votes relating to the transaction or arrangement, the content of the discussion, including any alternatives to the proposed transaction or arrangement, and a record of any votes taken in connection with the proceedings 

1. A voting member of the Governing Board who receives compensation, directly or indirectly, from NYLN for services is precluded from voting on matters pertaining to that member’s compensation.A voting member of any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from NYLN for services is precluded from voting on matters pertaining to that member’s compensation.
2. No voting member of the Governing Board or any committee whose jurisdiction includes compensation matters and who receives compensation, directly or indirectly, from NYLN, either individually or collectively, is prohibited from providing information to any committee regarding compensation 

1. Has received a copy of the conflicts of interest policy,Has read and understands the policy,Has agreed to comply with the policy, and
2. Understands NYLN is charitable and in order to maintain its federal tax exemption it must engage primarily in activities which accomplish one or more of its tax-exempt purposes.

1. Whether compensation arrangements and benefits are reasonable, based on competent survey information, and the result of arm’s length bargaining.
2. Whether partnerships, joint ventures, and arrangements with management organizations conform to NYLN’s written policies, are properly recorded, reflect reasonable investment or payments for goods and services, further charitable purposes and do not result in inurement, impermissible private benefit or in an excess benefit transaction.