Volunteer New York! New Board Member Handbook

220 White Plains Road

Second Floor

Tarrytown, NY 10591

p: 914-948-4452

f: 914-948-3032

volunteernewyork.org

BoardofDirectors

MichaelWelling,Chair

RosemaryByrnes,ViceChair, CommitteesoftheBoard

FelixTapia,ViceChair, CommitteesoftheCorporation

GrantMitchell,Treasurer

AmySeiden,Secretary

ThatcherDrew

TaraFappiano

JosephFarrenkopf

EdForbes

PhillipHam

JoanneKirkpatrick

LydiaKris

IleneLevy

CarmenL.Martínez-López,PhD

GrantMitchell,M.D.

TanyaMoximchalk

ChristinaNash

CharlesJ.Newman

DanielPatrick

RobertPisano,Jr.

CarlaRojas

AbbeP.Stein

GeraldineWatson

GerrylynWilliams

StrategicAdvisors

MarkhamF.Rollins,III

MarjorieLang

ExecutiveDirector

JeanetteGisbert,MPA

WELCOME FROM THE BOARD CHAIR

September, 2023

Thank you so much for your commitment to serve on the Board of Volunteer New York!. I hope this experience will be personally rewarding as you take your place among a long list of business and community leaders who share a passion for fostering volunteerism throughout Westchester County as well as in Rockland and Putnam. It is essential that you, as a leader of Volunteer New York!, have a thorough understanding and working knowledge of the goals, purposes and operating functions of this great organization. To this end, as you assume your responsibilities as a member of the Board, we have developed this Board handbook to serve as a resource and reference.

Over the past 73 years, the Volunteer Service Bureau of Westchester, Inc. (d/b/a Volunteer New York!) has strategically and effectively evolved to meet the changing needs in our community, creating initiatives in collaboration with the business sector, organizing large community-wide days of service, preparing individuals for significant roles in the nonprofit sector, honoring outstanding volunteers and expanding services to engage volunteers of all ages and abilities. Last year we helped inspire more than 37,000 volunteers who contributed over 388,000 hours of service valued at nearly $13.7 million to the community.

Our success is due to people: our Board, professional staff and the volunteers who choose to devote service hours directly to us. Our beliefs and values bond us together:

We value community. We value volunteerism. We believe everyone can serve. We believe volunteering is transformational. We believe relationships matter.

We are a thriving organization that has come out of the past few years stronger than ever. We are eager to move forward with a new strategic plan to take us into 2024 and beyond. We are grateful that you will be a part of our efforts, sharing your skills and passions in so many ways. Your willingness to serve our organization is a gift and an opportunity for us. Please do not hesitate to reach out to me, our Executive Committee, fellow board members or staff at any time with any questions.

On behalf of the Board, our dedicated staff, and many office volunteers, we welcome you and thank you for answering this call to serve!

Sincerely,

Michael Welling Chair, Board of Directors

2023-2024 Board Member Meetings & Events

(FINAL as of 6.26.23)

VISION

Our Community is vibrant, resilient, and equitable.

MISSION STATEMENT

Volunteer New York! mobilizes our community to address its greatest challenges.

We value community. We value volunteerism.

We believe…

• Everyone can serve.

• Volunteering is transformational.

• Relationships matter.

Volunteer New York! History

Volunteer New York! has been evolving to meet the changing needs of our communities since it was first conceived in 1949 by a small group of committed volunteers, including Jane Schwarz and Marie Levy, who wanted to create an efficient structure for matching the needs of nonprofits to individuals interested in service throughout Westchester. In donated office space with a borrowed desk and phone, the Volunteer Service Bureau of Westchester was launched and in 1950, Executive Director Mrs. Glen Hudson interviewed and referred the first of thousands of volunteers.

1950s

1960s

1970s

The Volunteer Service Bureau, Inc. was incorporated as a 501(c)3 organization. Operation Steppingstone began to help people recovering from mental health issues transition into work.

We became one of the first agencies to run SERVE (RSVP forerunner), a national pilot program to engage people age 60+ in volunteer service.

RSVP is launched nationally and we became the local sponsor for RSVP of Westchester to engage people age 55+ in volunteer service. We also began on encouraging youth to volunteer with a focused summer program. We became part of a national network of volunteer centers and changed our focus from just matching volunteers to actively seeking our strategies to solve community issues.

1980s

We established the Business Volunteer Council as a network of interested socially responsible corporations that wanted to encourage employee volunteerism. We established a Board Bank to help nonprofits find quality board members. We begin honoring outstanding volunteers at our annual recognition event, now called the Volunteer Spirit Awards. We entered into a strategic partnership with United Way of Westchester and Putnam to foster greater volunteerism and expanded efforts into Putnam County.

1990s

We began doing business as The Volunteer Center of United Way. With support from the Westchester County Office of Mental Health we added the Volunteer Internship Program (VIP) to engage people recovering from mental health issues. We graduated the first Leadership Westchester class.

2000s

We launched online matching and established our web presence. A grant from the Helen Andrus Benedict Foundation allowed us to deepen our commitment to engaging volunteers age 55+ in Yonkers. We became part of the HandsOn Network, the largest network of volunteer connector organizations in the nation. Support from New York Life quadruples the number of youth receiving volunteer referrals. We established a Corporate Volunteer Program to help companies wishing to establish employee volunteer programs and manage company days of service.

2010s

We received the New York State Governor’s ROSE Award for Recognition of Service Excellence at the National Conference on Volunteering and Service. We became one of ten regional volunteer centers designated by New York State and our coverage area will group to encompass the Mid-Hudson Valley region including Westchester, Putnam, Rockland, Dutchess, Orange Ulster and Sullivan counties by 2014.

2014

The Volunteer Center of United Way becomes Volunteer New York!, helping people of all ages engage their passions, talents and skills to address pressing local challenges, support nonprofits, and build more caring and vibrant communities.

Volunteer New York! celebrated its 65 Birthday during the month of February by bringing generations of volunteers, nonprofits and community leaders together through a viral social campaign and virtual birthday party #VNY65. Paul Schwarz, son of our late cofounder Jane Schwarz joined us at a press event at the YMCA of White Plains to re-enact the first volunteer to nonprofit connection that was made at a desk his mother borrowed at the White Plains "Y" some 65 years ago!

2015

In 2015 we began a partnership with the Journal News Media Group and began an annual Giving Tuesday Volunteer Hat campaign. We also launched the Volunteer Hunger Relief Corps program, which was made possible by a Volunteer Generation Fund grant from the New York State Commission on National and Community Service.

2016

In 2016 we launched the RISE program, which stands for Readiness thru Integrated Service Engagement. The RISE program addresses the growing need to find meaningful community experiences for high functioning young adults with intellectual or developmental disabilities.

A special 20th anniversary celebration of Leadership Westchester was held after the 20th class of the program completed their graduation. This LW20 event brought together alumni from as far back as the 1st Leadership Westchester class and raised over $50,000 to support the future of the program LW20 is considered the largest celebration in the program’s history.

2017

The Giving Tuesday Volunteer Hat made its debut in Rockland in late 2017. Volunteer New York! hired its first full-time Director of Development. While also building upon the success of Volunteer New York!’s Nonprofit Board Speed Dating events, Volunteer New York! partnered with Westchester Community Foundation to develop Nonprofit Board Boot Camp, to help deepen the pipeline of professional candidates seeking to volunteer on a Nonprofit Board of Directors.

Volunteer New York! opened a satellite office in Rockland County as part of efforts made possible through the 2017 Giving Tuesday Campaign

2018

Volunteer New York! received a mobile-friendly website redesign. The Youth Volunteer Guidebook, which has been published annually as a reference desk item for many years, was turned into its own app. The Youth Volunteer Guidebook App was made for youth (parents, teachers and counselors as well) to give them easier access to local nonprofits, service and leadership opportunities.

Our Community is vibrant, resilient, and equitable

Mission

Volunteer New York! mobilizes our community to address its greatest challenges

We do this by:

Creating the pathways that convert good intentions into action

– Volunteer opportunity database

–

Community Wide Action Days (9/11 and MLK)

– RSVP Program

– Customized Corporate Days of Service

– Volunteer New Rochelle!

We do this by:

Inspiring the Community to act: – Volunteer Spirit Awards – Youth and Family Program

We do this by:

Training Community Leaders:

Leadership Westchester –

–

Board Training and Matching

We do this by:

Strengthening Nonprofits

– Volunteer Manager’s Breakfast –

HandsOn Connect Training

Volunteer New York! Values

Volunteer New York! Beliefs

matter

We believe everyone can serve.

We believe volunteering is transformational.

We believe relationships

The Volunteer New York! Board of Directors launched a strategic planning process in March of 2022 Collaborating with consultant Gary Bagley, the management team gathered feedback and input from Board, staff, and external stakeholders (community partners, corporate, foundation, government, and individual supporters). This feedback, together with analyses of the external environment and internal operations, produced the following findings:

VOLUNTEER NEW YORK! IS HELD IN HIGH REGARD BY ITS STAKEHOLDERS. THERE WAS CONSENSUS THAT VOLUNTEER NEW YORK!:

• Offers a tremendous number of volunteer opportunities in a variety of issue areas while serving a wide geographic area in the Lower Hudson Valley;

• Expands its Community Partners’ capacity with its mission-critical volunteer programs;

• Connects its stakeholders masterfully – engaging individuals, nonprofits, companies, and community leaders though its programs and bringing those constituents together to celebrate the power of volunteerism;

• Responds resourcefully and flexibly, especially during emergencies and crises, like the pandemic;

• Manages its resources strategically, providing deep insights into what motivates people to volunteer and making wise and careful choices as to what opportunities it should pursue;

• Leads with a spirit of optimism that is refreshing and energizing.

TO IMPROVE ITS WORK, VOLUNTEER NEW YORK! SHOULD:

• Refine its definition of and ability to measure and communicate impact by moving beyond its current focus on outputs as evidence of its success;

• Consider linking its impact to a stronger focus on certain issue areas or in specific geographic areas;

• Expand awareness of its core offering – volunteer programming. Only those who engage directly with Volunteer New York! volunteers would be considered knowledgeably aware.

• Identify and communicate the thread that connects programs – such as the Volunteer Spirit Awards, Leadership Westchester, and its Days of Service on 9/11 and MLK Day – to its core mission; and

• State its commitment to equity and social justice and then elevate the stories of its partners, its own expertise, and provide education and training for its volunteers

VOLUNTEER NEW YORK’S UNIQUE ROLE

The following four elements of Volunteer New York’s! work, taken together, define its unique role in the nonprofit sector in the Lower Hudson Valley as well as a framework for where to focus its efforts in defining and measuring impact:

• A wide geographic reach

• Multiple issue areas

• Achieving volunteering at scale

• Its ability to connect across sectors

Before laying out strategies for the coming five years, the staff and Board dedicated time to redefining the vision and mission of the organization

VISION

OUR COMMUNITY IS VIBRANT, RESILIENT, AND EQUITABLE

MISSION

VOLUNTEER NEW YORK! MOBILIZES OUR COMMUNITY TO ADDRESS ITS GREATEST CHALLENGES

VOLUNTEER NEW YORK ACHIEVES THIS BY:

CREATING THE PATHWAYS THAT CONVERT GOOD INTENTIONS INTO ACTION

● Volunteer opportunity database

● Community Wide Action Days (9/11 and MLK)

● RSVP

● Customized Corporate Days of Service

● Volunteer New Rochelle!

● RISE

INSPIRING THE COMMUNITY TO ACT

● Volunteer Spirit Awards

● Youth and Family Programs

TRAINING

COMMUNITY LEADERS

● Leadership Westchester

● Board Boot Camp and Speed Dating

STRENGTHENING NONPROFITS

● Volunteer Manager’s Breakfast

● HandsOn Connect Training

During the process of crafting new mission and vision statements, Board and staff affirmed that the Organization’s values, beliefs, and tagline continue to be a strong foundation for its work.

VOLUNTEER NEW YORK! VALUES

COMMUNITY

VOLUNTEERISM

VOLUNTEER NEW YORK! BELIEFS

WE BELIEVE EVERYONE CAN SERVE.

WE BELIEVE VOLUNTEERING IS TRANSFORMATIONAL.

WE BELIEVE RELATIONSHIPS MATTER

TAGLINE

CONNECT, SERVE, GROW

FIVE-YEAR GOALS

Building on its new mission and vision statements, Volunteer New York! Board and staff have adopted the following goals for the coming five years:

1. VOLUNTEER NEW YORK! WILL DEEPEN IT IMPACT BY ENGAGING VOLUNTEERS IN PROGRAMMING THAT CENTERS COMMUNITY NEEDS.

2. VOLUNTEER NEW YORK! WILL INCREASE OUR IMPACT BY ENGAGING A GROWING NUMBER OF PEOPLE IN SERVICE TO OUR COMMUNITY

3. VOLUNTEER NEW YORK! WILL BUILD THE BOARD’S CAPACITY TO SUPPORT GROWTH AND ENSURE SUSTAINABILITY

4. VOLUNTEER NEW YORK! WILL ENSURE IT HAS A ROBUST RESOURCE ENGINE

5. VOLUNTEER NEW YORK! WILL HAVE THE TEAM, TECHNOLOGY, AND SYSTEMS TO ACCOMPLISH OUR MISSION AND ACHIEVE OUR VISION

Responsibilities of the Board

BOARD RESPONSIBILITY APPLICATION TO VOLUNTEER NEW YORK! DIRECTORS (examples)

Strategy

Participate in annual strategic planning offsite (review of mission, purpose and long-term plan)

Surface innovative ideas.

Leadership Participate in ongoing Board candidate identification and recruitment, annual new Director orientation and Board assessment.

Participate in Executive Director assessment, compensation and succession planning.

Financial Oversight Review annual 990 Filing.

Review and approve annual budget and financial reports. Establish financial control policies.

Resources Make timely annual contributions (“give”) and support fundraising efforts (“get”).

Make introductions to potential funders

Support major development initiatives (Giving Tuesday “Wear a Hat”; Volunteer Spirit Awards Breakfast)

Attend foundation or corporate “pitch” meetings.

Legal/Ethical Integrity

Public Standing

Understand and embrace by-laws as well as whistle-blower, conflicts of interest and anti-discrimination policies

Develop compelling Volunteer New York! “elevator pitch” for social/community interactions. Support legislative actions (e.g. attend county budget hearings or make calls to legislators).

Assist with letters to editors or other PR activities

Utilize social media to expand organizational reach.

Support Programs and Services

Serve as 911 and MLK Day site captains or volunteers. Attend business cultivation events and annual thank you reception.

Recruit Leadership Westchester candidates. Join program committees or task forces. Join staff at agency visits.

Board Engagement Attend and actively participate in Board meetings.

Participate on Committees

Visit Volunteer New York! office and engage with staff. Introduce to potential “allies” (non-profit leaders, potential volunteers, donors, board candidates, LW candidates, etc.).

Understand and practice organizational values and beliefs.

COMMITTEE DESCRIPTIONS

Committees of the Board

Audit & Risk Committee

Contact: Geraldine (Gerry) F. Watson

Email: gwatson@rbf.org

Cell: 914-329-6402

The Audit & Risk Committee reviews with the independent auditor the scope and planning of the audit prior to the audit’s commencement, and upon completion of the audit, review and discuss with the auditor: material risks and weaknesses in internal controls identified by the auditor; any restrictions placed on the scope of the auditor’s activities or access to requested information; any significant disagreements between the auditor and management, and; the adequacy of the Corporation’s accounting and financial reporting process.

Governance Committee

Chair: Tara Fappiano

Email: tcf@tarafappiano.com

Cell: 917-923-2330

The official duty of the Governance Committee is to review, or appoint a committee to review, the By-laws of Volunteer New York! Every two years, or upon request of a majority of the Board of Directors. Other important responsibilities of the Governance Committee include recruitment, interviewing, and selection of prospective Board members to present to the Board for vote; recruitment of Committee chairs and presentation of same to the Board for vote; participation in Board member orientation, and other initiatives as the Committee deems important to the operation of a healthy, diverse, and sustainable Board, including Board Assessments as may be deemed necessary and appropriate. The Governance Committee is currently working on several goals outlined in the Strategic Plan.

Committees of the Corporation

Development Committee

Contact: Jeanette Gisbert, Executive Director (pending new Director of Development)

Phone: 914-227-9310

Email: Jeanette@volunteernewyork.org

The purpose of the Development Committee is to help grow the fundraising capacity of the organization. Lead by the Development Director, board members will help identify, cultivate, and solicit major donors and sponsors and to a limited capacity, government funders, and foundations. Seasonally, the committee will focus these fundraising and cultivation activities on growing revenue for Giving Tuesday, the Volunteer Spirit Awards, and other strategic priorities. The committee is considered of the corporation to allow non-board members to join.

Volunteer Spirit Awards Steering Committee

Chair: Lydia Kris

Email: lydiakris@gmail.com

Cell: 914-882-6214

The Volunteer Spirit Awards breakfast benefit is held annually in April to honor extraordinary volunteers who have made a significant difference in our area. The event is Volunteer New York!'s primary fundraiser and is supported through sponsorships, journal ads, ticket sales, and donations. The Volunteer Spirit Awards Steering Committee supports the Volunteer New York! staff in the overall planning and execution of the event, including event promotion, logistics, and fundraising. The committee meets monthly (in person and/or by zoom) between September and April, typically on Thursdays from 12-1:00 pm, with possible additional meetings in March/April during the lead-up to the event. The time commitment is about 2-3 hours per month. Steering Committee members are expected to provide insights and recommendations during the planning process, act as ambassadors for the event within their communities and networks (by publicizing the nomination process, recommending potential sponsors, and inviting personal contacts to purchase tickets), attend the event, and make thank you calls after the event.

EXECUTIVE COMMITTEE

Officers’ Roles

(2023-2024)

The Executive Committee is the leadership team of the Board of Directors for Volunteer New York! Officers generally serve to support the Executive Director, providing guidance, advice, and oversight of the affairs of the organization. In addition, Officers are to generally support other members of the Board of Directors, keeping them informed as to the affairs of the organization in a timely manner, and encouraging Board member engagement so that they may make a meaningful contribution in their service

The below Officer positions are required by Volunteer New York!’s By-Laws. Officers are elected for a one-year term by the Board of Directors, annually, and may be re-elected to the same office for up to three successive one-year terms.

Board Chair

Michael Welling

Work Email: mw@meridianrisk.com

Cell: 914-806-0855 ♠ Work: 914-368-1277

The Board Chair’s official duties include presiding over all meetings of the Board of the Directors and the Executive Committee. The Chair is responsible to supervise the general affairs of Volunteer New York! and keep the Board of Directors fully informed about its activities. The Chair is the only officer with the power to sign and execute contracts on behalf of Volunteer New York!, when authorized by the Board of Directors.

Board Vice Chair-Committees of the Board

Rosemary Byrne

Work Email: Rosemary.Byrnes@wmchealth.org

Cell: 914-216-4359 Work: 914-493-6236

The Vice Chair-Committees of the Board shall act in the absence of or at the request of the Board Chair. They assist with oversight of the Committees of the Board, which are the Audit & Risk Committee and the Governance Committee.

Board Vice Chair-Committees of the Corporation

Felix Tapia

Work Email: ftapia@robisonoil.com

Cell: 914-489-6382 Work: 914-847-0273

The Vice Chair-Committees of the Corporation shall act in the absence of both the Chair and the Vice Chair-Committees of the Board. They assist with the Committees of the Corporation, which is currently the Development Committee and the Volunteer Spirit Awards Sterring Committee.

Secretary

Amy Seiden

Home Email: ASeiden@LovelySound.com

Cell: 914-755-4209

The Secretary’s duties are to maintain all of the necessary records of Volunteer New York! These duties include: keeping minutes of the Board of Directors, attending to all notices of the Corporation, keeping charge of all books and papers, as directed by the Board of Directors, attending to all correspondence of the Corporation, recording the attendance of Directors, and providing reports to the Board of Directors in the event of any removal of a Director, pursuant to the By-Laws.

Treasurer

Grant Mitchell

Email: grantemitchell@gmail.com

Cell: 914-815-1702

The Treasurer keeps full and accurate accounts of receipts and disbursements of the Corporation, and deposits or causes to deposit all money and valuable documents in such banks or depositories as the Board of Directors directs. At the Annual Meeting, the Treasurer provides a Report including the categories outlined in the By-Laws. The Treasurer shows all Books and accounts to any officer or Director, when required by the Board of Directors, and provides statements of the Corporation’s accounts. The Treasurer also submits a proposed Annual Budget at the Annual Meeting, and an annual financial statement at the next meeting, within six months of the fiscal year.

Volunteer New York! Board Slate Recommendations 2023-2024

Recommended New Board Members:

Dan Patrick

Carla Rojas

Ilene Levy

Tanya Maximchalk

Joseph Farrenkopf

Phillip Ham

Please review annexed bios for more information.

Board of Directors

Officers (may serve up to three 1-year terms)

Chair - Michael Welling (first term)

Vice Chair, Committees of the Board – Rosemary Byrne (first term)

Vice Chair, Committees of the Corporation –Felix Tapia (first term)

Secretary – Amy Seiden (second term)

Treasurer – Grant Mitchell (first term)

Members Recommended for Reappointment to a third and final consecutive 3-year term, ending June 2026

Rob Pisano

Committees of the Board Appointments (no term limits)

Audit Committee

Chair – Gerry Watson (first year as Chair, third term on Committee)-still to be confirmed

Rob Pisano (sixth term)

Steve Sonet (first term)

Speak to Chris Nash re joining committee

Governance Committee

Chair – Tara Fappiano (second term as chair; third term on committee)

Amy Seiden (fourth term)

Carmen L Martínez-López (third term)

Abbe Stein (third term)

Steve Sonet (third term)

Speak to Gerrylyn Williams re joining committee (Tara)

Committees of the Corporation Chair Appointments

Volunteer Spirit Awards - Lydia Kris (Chair; second term as Chair)

Succession Planning for Information Only

Third term (final consecutive) ending June 2024

Joanne Kirkpatrick

Second term ending June 2024

Grant Mitchell

Felix Tapia

First term ending June 2024

Lydia Kris

Chuck Newman

Gerry Watson

Third term (final consecutive) ending June 2025

Steve Sonet

Michael Welling

Second term ending June 2025

Rosemary Byrnes [LW Grad]

Amy Seiden [LW Grad]

Abbe Stein

Carmen L. Martínez-López [LW Grad]

First term ending June 2025

Thatcher Drew

Julieta McPherson [LW Grad]

Christina Nash

Gerrylyn Williams

Third Term (final consecutive) ending June 2026

Rob Pisano

Second term ending June 2026

Tara Fappiano [LW Grad]

Ed Forbes [LW Grad]

Full-time

Part-time 4 Consultants 2

Total 19

Volunteer New York Board of Directors

Board Chair, Michael Welling LEGEND

Executive Director (FT)

Jeanette Gisbert

Senior Director

Senior Manager, Manager, and Associate 8

Senior Director, Programs (FT)

Katie Pfeifer

Administrative Assistant (PT)

Gianna Mosca

Manager, RISE Program (FT)

Patti Colombo

Sr. Manager, Community Engagement (FT)

Jessica Friedlander Manager, Community Engagement (PT) (Open)

Director, RSVP Westchester (FT)

Guadalupe Fishman Manager, RSVP Program (PT)

Cheryl Brandwein

Leadership Westchester Facilitator (consultant)

David Severance

Director, Community Engagement (FT)

Charles Curtis

Senior Director, Development (FT) (Open)

Grant Writer (consultant)

Alison Paul

Sr. Manager, Corporate Partnerships (PT)

Nicole Lowrance

Director, Marketing & Communications (FT)

Alex Acaro

Director, Corporate Relations (FT)

Jennifer Machuca

Manager, Corporate Partnerships (FT)

Abby Fuirst

Senior Director, Finance & Planning (FT)

Geoffrey Schmits Associate, Operations and Development (FT)

Natasha Weinstein

Manager, Corporate Partnerships (FT)

Nora Nicholson

VOLUNTEER NEW YORK!

220 White Plains Road, Tarrytown, New York 10591

Telephone: (914) 948-4452 | Fax: (914) 948-3032

BOARD OF DIRECTORS 2023-2024

• Chair, Michael Welling

• Vice Chair, Committees of the Board – Rosemary Byrne (1st term)

• Vice Chair, Committees of the Corporation – Felix Tapia (1st Term)

• Secretary - Amy Seiden (2nd Term)

• Treasurer – Grant Mitchell (1st Term)

DIRECTORS DIRECTORY (Listed Alphabetically)

♠ = Preferred/best method of contact

Note: Term expiration dates are listed in parenthesis under each member’s name. An asterisk (*) indicates that the member is ineligible for re-election due to term limits.

Rosemary Byrnes Senior Director, Workforce Engagement

WMCHealth 100 Woods Road

Valhalla, NY 10595

Cell: (914) 216-4359 ♠

Work: (914) 493-6236

Email w: Rosemary.Byrnes@wmchealth.org

Email h: byrnesny@optonline.net

Linkedin.com/in/rosemary-byrnes-a602118

home: 34 Magnolia Rd

Briarcliff Manor, NY 10510

Birthday: 3/18

Thatcher Drew Founder, 501square

7 Tanglewylde Avenue 2C Bronxville, NY 10708

Phone: (917) 710-1338

Email: thatcher@501square.com

linkedin.com/in/thatcherdrew

Tara C. Fappiano Attorney at Law Advocate/Mediator/Litigator

Work Email: tcf@tarafappiano.com

Home Email: tarafaps@gmail.com ♠

Cell: (917) 923-2330 ♠

Linkedin.com/in/tarafappiano

Twitter: TFappiano

www.tarafappiano.com

linkedin.com/in/tarafappiano

Home Address: 395 Scarsdale Road

Tuckahoe, New York 10707

Birthday: 3/9

Joseph Farrenkopf Partner PKF O’Connor

500 Mamaroneck Avenue, Suite 301 Harrison, NY 10528

Cell: (914) 341-7002 ♠

Office: (845) 667-0618

Work Email: jfarrenkopf@pkfod.com ♠

Home Email: jfarrenk04@gmail.com

linkedin.com/in/joseph-farrenkopf-cpa-9a7b9637

Home: 2 Dickel Road

Scarsdale, NY 10583

Birthday: 5/30

Edward J. Forbes

Senior Director of News and Engagement, USA TODAY Network Northeast

52 Horseshoe Hill Rd

Pound Ridge, NY 10576-1610

Cell: (914) 609-8034♠

Work: (973) 879-1276

Email: ed.forbes02@gmail.com

linkedin.com/in/edforbes

Birthday: 7/1

Phillip Ham Executive Director

JP Morgan

Cell: (510)847-1826♠

Email: phillipham@gmail.com

linkedin.com/in/phillip-ham-6539232b/

Home: 207 E. 57th St

Apt 12B New York, NY 10022

Birthday: 9/21

Joanne Kirkpatrick Principal, Joanne Kirkpatrick

Cell: (914) 960-1838 ♠

Home: (914) 674-8054

Vermont: (802) 462-2869

Email: jkirkpatrick144@gmail.com

linkedin.com/in/joannekirkpatrick

Home: 12 Old Mamaroneck Road

White Plains, NY 10605

Birthday: 8/6

Lydia Kris Community Supporter

Email: lydiakris@gmail.com

Cell: (914) 882-6214

linkedin.com/in/lydia-kris-7025447

Home Address: 9 Heather Lane White Plains NY 10605

Birthday: 3/4

Ilene Levy Co-Founder, Two Nomads LLC

Phone: (914) 522-2980

Email: ilenelevy852@gmail.com

linkedin.com/in/ilene-levy

Home: 1306 Pondcrest Lane White Plains, NY 10607

Birthday: 5/28

Carmen L. Martínez-López, Ph. D

Dean School of Business and Professional Careers

Westchester Community College/SUNY

75 Grasslands Road, Office 201 Valhalla, NY 10595

Phone: (914) 274-0683

Email: drcarmenmartinezlopez@gmail.com

Linkedin.com/in/carmen-l-martnezlopez-carleo

Home: 2333 Palmer Ave., Apt. 3B New Rochelle, NY 10801 ♠

Birthday: 10/13

Grant Mitchell, MD Chair, Department of Psychiatry and Behavioral Sciences, Mount Sinai Beth Israel First Avenue at 16th Street New York, NY 10003

Cell: (914) 815-1702 ♠

Work Email: grant.mitchell@mountsinai.org

Home Email: grantemitchell@gmail.com ♠ linkedin.com/in/grant-mitchell-md-b1b0b83b

Home: 16 Rivers Edge Drive, Unit 403 Tarrytown, NY 10591

Birthday: 9/17

Tanya Moximchalk Executive Operations Officer, IMA Financial 312 Horseman Blvd Tarrytown, NY 10591

Phone: (412) 657-8591

Email: tanya.moximchalk@gmail.com

linkedin.com/in/tanyamoximchalk

Birthday: 11/4

Chris Nash VP, Audit Strategy & Operations Mastercard 2 Turner Drive New Rochelle, NY 10804

Phone: (914) 552-0900

Email: cknash@outlook.com linkedin.com/in/chris-nash-4bba9315

Birthday: 5/27

Charles Newman President

Charles Newman Co. 906 South Street Peekskill, NY 10566

Work Email: chuck@charlesnewman.com ♠

Home Email: charlesjnewman@gmail.com

Work: (914) 345-1000 ext. 101

Cell: (914) 907-4680 ♠

linkedin.com/in/charles-newman-76a16414

Home Address: 685 Fieldstone Ct. Yorktown Heights, NY 10598

Birthday: 8/17

Daniel Patrick Associate Attorney, Cuddy & Feder LLP 445 Hamilton Ave, Floor 14 White Plains, NY 06907

Cell: (914) 761-1300 ♠

Work: (312) 209-3985

Email h: danielpatrick.623@gmail.com

Email w: dpatrick@cuddyfeder.com ♠

linkedin.com/in/dan-patrick-3b02a051

Birthday: 6/23

Robert Pisano, Jr. 80 Waverly Ave Eastchester, NY 10709

Phone: (914) 980-9390

Email: robp24@gmail.com

linkedin.com/in/robert-pisano-jr-mba-aa7a0319

Carla Rojas Owner, Choose Your Mindset, LLC

28 Maple Street Hartsdale, NY 10530

Phone: (914) 715-7377

Email: CR@carlarojas.com linkedin.com/in/carlavrojas

Birthday: 7/7

Amy Seiden Marketing Director, Mark Seiden Real Estate Team 49 Croton Dam Road Ossining, NY 10562

Cell: (914) 755-4209

Email: aseiden@lovelysound.com linkedin.com/in/amy-seiden-2702a113

Birthday: 11/25

Steve Sonet Levy Sonet & Siegel, LLP 630 3rd Avenue, 21st Floor New York, NY 10017

Work: (212) 661-1212 Ext. 112♠ Cell: (914) 523-0930

Work Email: ssonet@lssllp.com Home Email: sgssonet@msn.com♠

Birthday: 3/2

Abbe P. Stein Email: apstein@optonline.net

Home: (914) 693-3293

Cell: (914) 393-6445 ♠

Home Address: 124 Bradley Avenue White Plains, NY 10607

Birthday: 3/31

Felix Tapia Director of Marketing & Business Development Robinson One Gateway Plaza, 4th Floor Portchester, NY 10573

Cell: (914) 847-0273 ♠

Work: (914) 489-6382

Home Email: felixatapia@hotmail.com

Work Email: ftapia@robisonoil.com ♠ linkedin.com/in/felixatapia

Birthday: 6/8

Geraldine F. Watson Executive V.P, Finance & Operations Rockefeller Brothers Fund

475 Riverside Drive, Suite 900 New York, NY 10115

Work Email: gwatson@rbf.org ♠

Work: 212-812-4230

Cell: 914-329-6402

Home Address: 66 Milton Rd Rye, NY 10580

Birthday: 5/8

Michael Welling Meridian Risk Management Partner

One Wolf’s Lane

Pelham, NY 10803

Cell: (914) 806-0855 ♠

Work: (914) 368-1277

Work Email: mw@meridianrisk.com ♠

Home Email: mkwelling@gmail.com

linkedin.com/in/michaelwelling007

Home: 22 Branch Brook Road White Plains, NY 10605

Birthday: 4/13

Gerrylyn Williams

Macquarie Group People & Culture Partner

Email: gerrylyn.williams@macquarie.com

Cell: (917) 834-7735

linkedin.com/in/gerrylyn-williams-124a5a158

Home: 300 Main Street, Apt 6A White Plains, NY 10601

Birthday: 9/27

Jeanette Gisbert Executive Director

Volunteer New York!

220 White Plains Road Tarrytown, NY 10591

Work Email: jeanette@volunteernewyork.org ♠

Home Email: jbg76@hotmail.com

Cell: 914-843-6540 ♠

Work: 914-227-9310 ♠

Home Address: 36 North 3rd Street

Cortlandt Manor, NY 10567

Birthday: 5/6

VOLUNTEER NEW YORK!

220 White Plains Road, Suite 220

Tarrytown, New York 10591

Telephone: (914) 948-4452

Fax: (914) 948-3032

STAFF

Alex Acaro Director, Marketing & Communications

Work: 914-227-9322

Cell: 914-426-5166

Email: alex@volunteernewyork.org

Home Email: acaroalex91@gmail.com

Home Address: 70 Locust Ave B315

New Rochelle, NY 10801

Birthday: 11/29

Cheryl Brandwein RSVP Program Manager

Work: 914-227-9302

Cell: 914-445-6905

Email: cheryl@volunteernewyork.org

Home Email: brandweinc@yahoo.com

Home Address: 85 South Buckhout Street

Irvington, NY 10533

Birthday: 11/27

Patti Colombo Manager, RISE Program

Work: 914-227-9312

Cell: 914-954-4862

Email: patti@volunteernewyork.org

Home Email: colombopatti12@gmail.com

Home Address: P.O. Box 272

Lincolndale, NY 10540

Birthday: 11/22

Charles Curtis Director of Community Engagement of New Rochelle

Work: 914-227-9309

Cell: 347-704-7796

New Rochelle: 914-654-8929

Email: charles@volunternewyork.org

Email: ccurtis@newrochelleny.com

Home Email: charlescurtis06@gmail.com

Home: 36 Beekman Avenue

Mount Vernon, NY 10553

Birthday: 8/2

Guadalupe Fishman Director, RSVP of Westchester

Work: 914-227-9318

Cell: 914-522-0684

Email: guadalupe@volunteernewyork.org

Home Email: gfishman321@aol.com

Home Address: 3 Somerset Drive, 10K Suffern, NY 10901

Birthday: 12/12

Jessica Friedlander Volunteer & Nonprofit Engagement Manager

Work: 914-227-9301

Cell: 845-541-9927 (no texting please!)

Email: jessica@volunteernewyork.org

Home Address: 70 Croton Avenue, Apt 5R

Ossining, NY 10562

Birthday: 4/27

Abby Fuirst Manager, Corporate Partnerships

Work: 914-227-9321

Cell: 914-329-7662

Email: abby@volunteernewyork.org

Home Email: adfuirst@gmail.com

Home Address: 43 Devoe Road

Chappaqua, NY 10514

Birthday: 1/24

Jeanette Gisbert Executive Director

Work: 914-227-9310

Cell: 914-843-6540

Email: jeanette@volunteernewyork.org

Home Email: jbg76@hotmail.com

Home Address: 36 North 3rd Street

Cortlandt Manor, NY 10567

Birthday: 5/6

Nicole Lowrance Sr Manager, Corporate Partnerships

Work: 914-227-9308

Cell: 917-447-6397

Email: nicole@volunteernewyork.org

Home Email: nflowrance@gmail.com

Home: 60 Church Street, Apt. 2

Tarrytown, NY 10591

Birthday: 2/9

Jennifer Machuca Director, Corporate Partnerships

Work: 914-227-9317

Cell: 610-357-6764

Email: jennifer@volunteernewyork.org

Home Email: jennifer@machuca.net

Home Address: 267B South Broadway

Tarrytown, NY 10591

Birthday: 2/27

Gianna Mosca Administrative Assistant

Work: 914-227-9313

Cell: 914-479-8642

Home Phone: 914-248-5475

Email: gianna@volunteernewyork.org

Home Email: giannamosca1992@gmail.com

Home Address: 28 Londonderry Lane

Somers, NY 10589

Birthday: 12/11

Nora Nicholson Manager, Corporate Partnerships

Work: 914-227-9316

Cell: 415-306-4584

Email: nora@volunteernewyork.org

Home Address: 111 Maple St. Croton on Hudson, NY 10520

Birthday: 6/20

Katie Pfeifer Senior Director of Programs

Work: 914-227-9303

Cell: 443-695-1460

Email: katie@volunteernewyork.org

Home Email: Katie.pfeifer@gmail.com

Home Address: 33 Dickinson Avenue

Nyack, NY 10960

Birthday: 7/26

OFFICE VOLUNTEERS

Geoffrey Schmits Senior Director, Finance and Planning

Work: 914-227-9311

Cell: 914-562-9549

Email: geoff@volunteernewyork.org

Home Email: gschmits@gmail.com

Home Address: 42 Hilltop Acres

Yonkers, NY 10704

Birthday: 5/20

Natasha Weinstein Operations & Development Associate

Work: 914-227-9307

Cell: 914-589-2158

Email: natasha@volunteernewyork.org

Home Email : nrweinstien92@gmail.com

Home Address: 11 Merwin St, Apt 118

Norwalk, CT 06850

Birthday: 7/20

Rachele Nicoletti Volunteer, Placement Specialist

Cell: 914-263-3356

Home: 914-761-1946

Home Email: rsnicoletti@optonline.net

Home Address: 2 Holly Ridge Road

Valhalla, NY 10595

Birthday: 1/30

Moshe Rabinowitz Volunteer, RSVP

Work: 914-227-9316

Home: 917-886-9648

Home Email: moshe.rabinowitz@gmail.com

Home Address: 132 Maryton Road

White Plains, NY 10603

Birthday: 11/29

Barbara Shulman Volunteer Recruiter

Work: 914-227-9314

Home: 914-636-5341

Cell: 914-924-5564

Email: barbara@volunteernewyork.org

Home Email: barbhal@optonline.net

Home Address: 200 High Point Drive, Apt. 111

Hartsdale, NY 10530

Birthday: 9/5

PROGRAM CONSULTANT

David Severance President & CEO

New Door Leadership

(Facilitator of Leadership Westchester)

Work: 914-320-4090

Email: severance@newdoorleadership.com

Home Address: 82 Fernwood Drive Stamford, CT 06903

Amended and Restated By-laws of the Volunteer Service Bureau of Westchester, Inc.

d/b/a Volunteer New York!

Revised January 19, 2023

ARTICLE I - NAME

The name of the corporation is the Volunteer Service Bureau of Westchester, Inc., doing business as Volunteer New York! (hereinafter referred to as “VNY!” or the “Corporation”). The principal office of the Corporation shall be located within the State of New York as the Board of Directors may from time to time determine.

ARTICLE II - PURPOSES

VNY! is dedicated to being the center for volunteerism in Westchester and our surrounding communities inspiring, mobilizing, and equipping individuals and groups to take positive action to address pressing challenges, support nonprofits and strengthen the quality of life in our community.

The Corporation is organized exclusively for charitable purposes and activities as specified in section 501(c)(3) of the Internal Revenue Code of 1986, as now in effect or hereafter amended (hereinafter referred to as the “Internal Revenue Code”), and shall not carry on any activities not permitted to be carried on by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code.

ARTICLE III - MEMBERS

The Corporation shall have no members.

ARTICLE IV – BOARD OF DIRECTORS

Section 1. Powers, Number, and Election

A. Powers

1. The Board of Directors shall have general power to control and manage the affairs and property of the Corporation subject to applicable law and in accordance with the purposes and limitations set forth in the Certificate of Incorporation and herein.

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2. The Board of Directors may:

(i) appoint and discharge advisors and consultants who have skills necessary or helpful to the Corporation;

(ii) employ and discharge persons for the furtherance of the purposes of the Corporation, including an Executive Director or President who shall manage the Corporation under the Board of Directors’ oversight;

(iii) exercise all other powers necessary to manage the affairs and further the purposes of the Corporation in conformity with the Certificate of Incorporation and these By-Laws.

B. Representation

1. The Board of Directors shall be broadly representative of the population and of Westchester County and its surrounding communities.

2. Those directors who satisfy the following conditions will be considered “Independent Directors”:

(i) Is not, and has not been in the past three (3) years, an employee or a key person of VNY! or affiliate of VNY!, and does not have a relative who is, or has been within in the past three (3) years, an employee or a key person of VNY! or affiliate of VNY!;

(ii) Has not received, and does not have a relative who has received, $10,000 or more in direct compensation from VNY! or an affiliate of VNY! in the past three (3) years, other than reasonable director’s expenses and fees;

(iii) Is not a current employee of, or does not have a substantial financial interest in, and does not have a relative who is a current officer of or has a substantial financial interest in, any entity that has provided payments, property or services to, or received payments, property or service, from VNY! or an affiliate of VNY! in an amount that exceeds the lesser of (1) $10,000 or two percent of such entity's consolidated gross revenues if the entity's consolidated gross revenue was less than $500,000; (2) $25,000 if the entity's consolidated gross revenue was $500,000 or more but less than $10,000,000; and(3) $100,000 if the entity's consolidated gross revenue was $10,000,000 or more, in any of the past three (3) years (for these purposes, payments exclude (x) charitable contributions, (y) dues or fees paid to VNY! for services which VNY! performs as part of its nonprofit purposes, or (z) payments made by VNY! at fixed or non-negotiable rates or amounts for services received; provided, that such services by and to VNY! are available to individual members of the public on the same terms, and such services received by VNY! are not available from another source); and

(iv) Is not, and does not have a relative who is, a current owner, whether wholly or partially, director, officer or employee of VNY!'s outside auditor or who has worked on VNY!'s audit at any time during the past three (3) years

C. Number

The Board of Directors shall be comprised of not less than three (3) members, all of whom shall be at least eighteen (18) years of age. The number of Directors may, at any time, be increased, without limit, or decreased to the legal limit of at least three (3) members, by an affirmative vote of a majority vote of the entire Board of Directors

D. Election

To become a Director, a person shall be elected by an affirmative vote of a majority of the entire Board of Directors at the Annual Meeting of the Board of Directors to be held in May or June of each year at such time and place fixed by the Board of Directors. Except as otherwise provided in these By-laws, duly elected new Directors shall assume office as of July 1st of that year.

E. Vacancies

Any vacancies on the Board of Directors arising at any time and from any cause may be filled at any meeting of the Board of Directors by an affirmative vote of a majority of the Directors then in office, regardless of their number, and the Directors so elected shall serve until June 30th of the following year.

Section 2. Term of Office

Each director shall be elected to serve for a three (3) year term and shall not serve more than three (3) consecutive terms, except a Director elected to fill a term of one (1) year or less due to a vacancy is eligible to serve two (2) additional terms.

Former members of the Board of Directors shall be eligible for re-election after a one (1)year absence from the Board of Directors.

Section 3. Resignations

Any Director may resign from his or her office at any time by delivering his or her resignation in writing to the Chair or Secretary of the Corporation. The resignation shall take effect, at the time specified therein, and if no time is specified, upon receipt by the Chair or Secretary, and acceptance of the resignation shall not be necessary to make it effective.

Section 4. Removal

Any Director may be removed at any time for cause by an affirmative vote of two-thirds (2/3) of the entire Board of Directors at a regular meeting or special meeting called for that purpose; provided that at least one week's notice of the proposed action shall have been given to the entire Board of Directors then in office. The failure of a Director to attend any three (3) consecutive meetings of the Board of Directors (exclusive of special

meetings) within a fiscal year of the Corporation, without advance notification to the Chair or Secretary of the Corporation/unless a majority of the Directors then in office has excused such Director from attendance due to extreme circumstance(s), shall constitute cause for removal. 1

Section 5. Quorum

Except as otherwise provided by law or these By-laws, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business or of any specified item of business. If at any meeting of the Board of Directors there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

Section 6. Action of the Board

1. Unless otherwise required by law or these By-laws, the affirmative vote of the majority of the Directors present at the time of the vote, if a quorum is present at such time, shall be the act of the Board of Directors. Each director present shall have one (1) vote.

2. Actions related to the purchase of real property or the sale, mortgage, lease, exchange or other disposition of VNY!’s own real property must be approved by a majority of the Board of Directors or an authorized committee (which must promptly report back to the full Board of Directors), unless the transaction involves all or substantially all of VNY!’s assets, in which case the transaction must be approved by twothirds (2/3) of the entire Board of Directors (or a majority if there are twenty one (21) or more directors in office).

3. Any action required or permitted to be taken by the Board of Directors or any committee thereof may be taken without a meeting if all members of the Board of Directors or the committee, as applicable, consent in writing to the adoption of a resolution authorizing the action. Such consent may be written or electronic; provided, that if the consent is written, it must be signed by the Director, or if the consent is electronic, it must be able to be reasonably determined to have been sent by the Director. The resolution and the written consents thereto by the members of the Board of Directors or committee thereof shall be filed with the minutes of the proceedings of the Board of Directors or committee, as applicable.

Section 7. Meetings of the Board of Directors

The Board of Directors shall hold meetings at such time and place as fixed by the Board of Directors, as follows:

A. Annual Meeting

1 Note to VNY! The By-laws already contain a minimum attendance requirement here, so no need to add.

The Board of Directors shall hold a yearly annual meeting in May or June (the “Annual Meeting”) for the purpose of: (i) electing directors, (ii) electing officers, (iii) electing the Committees of the Board (as defined below) as deemed necessary by the Board of Directors, and (iv) approving the annual budget.

B. Regular Meetings

The Board of Directors shall hold at least three (3) regular meetings in addition to the Annual Meeting.

C. Special Meetings

Special meetings of the Board of Directors shall be called by the Chair or upon written request of five (5) members of the Board of Directors No business other than that specified in the notice of the special meeting may be transacted at such special meeting without the consent of a majority of the members of the Board of Directors eligible to vote present at such special meeting.

D. Conference Telephone Calls

Any one (1) or more members of the Board of Directors or any committee thereof may participate in a meeting of the Board of Directors or committee by means of telephone, video conference or similar communications equipment provided that all persons participating in the meeting can hear each other at the same time and can participate in all matters before the board. Participation by such means shall constitute presence in person at such a meeting.

E. Notice

1. Regular meetings may be held without notice of the time and place if such meetings are fixed by the Board of Directors. Notice of the time and place of the Annual Meeting, each regular meeting not fixed by the Board of Directors and each special meeting of the Board of Directors shall be delivered to each Director by email or facsimile at least five (5) days before the day on which the meeting is to be held. To discuss matters requiring prompt action, notice of special meetings may be sent to each Director by email, facsimile, or telephone, or given personally, no less than forty-eight (48) hours before the time at which such meeting is to be held, unless the meeting must be held within fortyeight (48) hours.

2. Notice of a meeting need not be given to any Director who submits a signed waiver of notice whether before or after the meeting, or who attends the meeting without protesting, prior thereto or at its commencement, the lack of notice to him or her. Waivers of notice sent by email must be able to be reasonably determined to be sent by the applicable Director. No notice need be given of any adjourned meeting.

Section 8. Advisors to the Corporation

A. Powers

The Board of Directors, by resolution, may appoint from time to time any number of persons as advisors of the Corporation to act either singly or as a committee or committees of the Corporation. Each advisor shall hold office during the period of time specified by the Board of Directors and shall only have the authority or obligations determined from time to time by the Board of Directors

B. No Compensation

No advisor to the Corporation shall receive, directly or indirectly, any salary or compensation for any service rendered to the Corporation, except that the Board of Directors may authorize reimbursement of expenditures reasonably incurred on behalf of activities for the benefit of the Corporation.

Section 9. Board of Directors Contributions

1. All of VNY!’s fund raising campaigns must have the leadership and financial support of its Board of Directors. Members of the Board of Directors must be in the forefront as they contribute their own funds and as they personally assist in raising additional money.

2. Every member of the Board of Directors is required to comply with VNY!’s Give or Get Policy set forth in the Board Statement of Understanding signed by each member upon the start of his/her term of office, pursuant to which each Director undertakes to provide the financial support required from them as members of the Corporation

Section 10. Compensation

1. No compensation of any kind shall be paid to any Director for the performance of his or her duties as a member of the Board of Directors. Subject to Section 8 above, this shall not in any way limit reimbursement of or payment for services provided to the Corporation by the Director in any capacity separate from his or her responsibilities as a Director, provided that there is full disclosure of the terms of such compensation and the arrangement has been approved by the Board of Directors.

2. The provisions of this Section 10 shall not in any way limit reimbursement of or payment for services provided to the Corporation by any organization in which a Director is affiliated.

ARTICLE V - OFFICERS

Section l. Officers, Election, Term and Duties

The officers of VNY! shall consist of: (a) a Chair; (b) a Vice Chair - Committees of the Board; (c) a Vice Chair - Committees of the Corporation; (d) a Secretary; and (e) a Treasurer.

A. Term of Office

The officers shall be elected for a one (1)-year term. An officer may be re-elected to the same office for up to three (3) successive one (1)-year terms.

B. Election

Officers shall be elected at the Annual Meeting of the Board of Directors or at any special meeting that may be called for the purpose of electing an officer to fill a vacancy. For their first term and first re-election (if any), officers shall be elected by an affirmative vote of a majority of the entire Board of Directors.

C. Qualifications

1. An officer must be a member of the Board of Directors.

2. When approved by an affirmative vote of two-thirds (2/3) of the entire Board of Directors, and pursuant to written documents justifying the reasons for such approval, an employee of VNY! can serve as Chair of the Board. No such employee serving as Chair shall be considered an independent director for purposes of the applicable law.

D. Duties

1. The Chair of the Board of Directors shall preside at all meetings of the Board of Directors and the Executive Committee. The Chair shall have general supervision of the affairs of the Corporation and shall keep the Board of Directors fully informed about the activities of the Corporation. He or she has the power to sign and execute alone in the name of the Corporation, all contracts authorized either generally or specifically by the Board of Directors, unless the Board of Directors shall specifically require an additional signature. The Chair shall perform all duties usually incident to the office of the Chair and shall perform such other duties as from time to time may be assigned by the Board of Directors.

2. The Vice Chair - Committees of the Board shall act in the absence of or at the request of the Chair He or she will also assist with any oversight of the Committees of the Board.

3. The Vice Chair - Committees of the Corporation shall act in the absence of both the Chair and the Vice Chair - Committees of the Board. He or she will assist with any oversight of the Committees of the Corporation.

4. The Secretary shall cause the necessary records of VNY! to be properly maintained and shall perform such duties as are attributed by law and custom to this office, including but not limited to the following: The Secretary shall: keep the minutes of the Board of Directors; have the custody of the seal of the Corporation and affix and attest the same to documents when duly authorized by the Board of Directors; attend to the giving and serving of all notices of the Corporation; have charge of such books and papers as the Board of Directors may direct; and attend to such correspondence as may be assigned to him or her. The Secretary shall record the attendance of Directors and provide a report to the Board of Directors for the purpose of removing Directors pursuant to Article IV Section 4 above.

5. The Treasurer shall keep or cause to be kept full and accurate accounts of receipts and disbursements of the Corporation, and shall deposit or cause to be deposited all moneys, evidences of indebtedness and other valuable documents of the Corporation in the name and to the credit of the Corporation in such banks or depositories as the Board of Directors may designate. At the Annual Meeting, he or she shall render a report of the Corporation’s accounts showing in appropriate detail: (a) the assets and liabilities of the Corporation as of a twelve-month fiscal period terminating not more than six months prior to the meeting; (b) the principal changes in assets and liabilities during that fiscal period; (c) the revenues or receipts of the Corporation, both unrestricted and restricted to particular purposes during said fiscal period; and (d) the expenses or disbursements of the Corporation, for both general and restricted purposes during said fiscal period. Such report shall be filed with the Annual Meeting of the Board of Directors.

6. The Treasurer shall, at all reasonable times, exhibit the Corporation’s books and accounts to any officer or Director of the Corporation, and whenever required by the Board of Directors, render a statement of the Corporation’s accounts and perform all duties incident to the position of Treasurer, subject to the control of the Board of Directors. The Treasurer shall submit a proposed annual budget at the Annual Meeting and shall distribute an annual financial statement in writing at the next regularly scheduled board meeting upon completion, ideally within six (6) months of the close of the fiscal year.

Section 2. Removal, Resignation and Vacancies:

Any officer may be removed for cause by a resolution adopted by a majority of the entire Board of Directors. In the event of the death, resignation or removal of an officer, the Board of Directors shall elect a successor to fill the unexpired term of such officer at a special meeting of the Board of Directors from a slate presented by the Governance Committee.

ARTICLE VI - COMMITTEES

Section 1. Committees of the Board

1. The Board of Directors may designate from among its members: (a) an Executive Committee, by resolution of a majority of the entire Board of Directors, and (b) a Governance Committee, an Audit & Risk Committee, and such other committees of the Board of Directors as it from time to time may find appropriate, by resolution of a majority of the directors present at the relevant meeting at which a quorum is present (collectively, the “Committees of the Board”, and individually, each a “Committee of the Board”).

2. Each Committee of the Board shall (a) consist of at least three (3) directors2 and (b) to the extent provided in the resolution establishing such Committee of the Board, have the authority of the Board of Directors, except that no Committee of the Board shall have authority as to the following matters:

(i) fill vacancies on the Board of Directors or on any committee;

(ii) fix the compensation of the directors for serving on the Board of Directors or on any committee;

(iii) amend or repeal the By-Laws or adopt new By-Laws;

(iv) amend or repeal any resolution of the Board of Directors which by its terms shall not be so amendable or repealable;

(v) amend the Certificate of Incorporation;

(vi) elect or remove officers and directors;

(vii) approve a merger or plan of dissolution; or

(viii) adopt a resolution authorizing any action on the sale, lease, exchange, or other disposition of all or substantially all the assets of the Corporation.

A. Executive Committee

1. The Executive Committee shall consist of all of the Officers of the Corporation. At the Annual Meeting, the members of the Board of Directors shall appoint an Officer to act as Chair of the Executive Committee.

2. In the event it is impractical to convene a Board of Directors meeting in time to conduct an item of urgent business, the Executive Committee shall have all the authority to act in the same way as the Board of Directors, except as to the matters contained in clauses (i) to (viii) of Section 1(3) above.

2 Note to VNY! A Board Committee must have at least 3 members.

3. Except as otherwise provided by law or these By-laws, a majority of the entire Executive Committee shall constitute a quorum for the transaction of business or of any specified item of business. If at any meeting of the Executive Committee there shall be less than a quorum present, the Directors present may adjourn the meeting until a quorum is obtained.

4. The Executive Committee may extend an invitation to any or all Chairs of Committees of the Board to attend meetings of the Executive Committee as a non-voting advisor.

5. The Executive Committee must make a report on all actions taken at the next regular meeting of the Board of Directors.

6. The Executive Committee shall hold meetings from time to time as deemed necessary and on the call of the Chair, or any two (2) members of the Executive Committee.

7. The votes of a majority of the Executive Committee are required to take action.

8. The Executive Committee shall review, or appoint a committee to review, the Strategic Plan of VNY! annually, or upon request of a majority of the entire Board of Directors.

9. The Executive Committee shall, at least annually, conduct a performance review with the Executive Director or President to assess progress towards mutually agreed upon goals and to reevaluate future goals. The Executive Committee shall promptly report the results of its review to the Board of Directors along with any recommendations for the Executive Director’s goals and any changes in salary or grant of incentive compensation.

10. The Executive Committee shall have the responsibility of formulating, and recommending for adoption, a uniform statement of policies and procedures on personnel matters and shall report annually to the Board of Directors.

11. The Executive Committee shall recruit and interview applicants and make recommendations to the Board of Directors for appointing the Executive Director or President of VNY!.

12. The Executive Committee shall consider any grievance brought to it by an employee after such grievance has been addressed by the Executive Director and remains unsolved. The Executive Committee shall have final authority in such grievances.

B. Governance Committee

1. At the Annual Meeting, the members of the Board of Directors shall elect a Governance Committee, which shall consist of not less than three (3) nor more than seven (7) members of the Board of Directors.

2. The Board of Directors shall appoint, among the elected members, an individual to act as Chair of the Governance Committee.

3. Vacancies on the Governance Committee shall be filled by an affirmative vote of a majority vote of the Board of Directors at a regular or special meeting called for that purpose.

4. Two-thirds (2/3) of the members of the Governance Committee shall constitute a quorum.

5. The Governance Committee shall compose a slate of proposed nominees for (a) new directors, (b) officers (c) members of the Governance Committee and (d) members of the Audit & Risk Committee.

6. The slate shall be distributed to the Directors at least thirty (30) days prior to the Annual Meeting. The slate shall be acted upon at the Annual Meeting and the results of the election shall be circulated to all Directors.

7. Members of the Governance Committee may nominate and vote for themselves when recommending the slate of officers or directors, provided they are otherwise eligible for such office or term.

8. In the event there is an even number of members of the Governance Committee and a vote to accept a nomination results in a tie vote, the Chair of the Governance Committee will provide the tiebreaker votes.

9. The Governance Committee shall review, or appoint a committee to review, the By-laws of VNY! every two (2) years3, or upon request of a majority of the entire Board of Directors

C. Audit & Risk Committee

1. Members of the Audit & Risk Committee must be Independent Directors.

2. At the Annual Meeting, the members of the Board of Directors shall elect an Audit & Risk Committee, which shall consist of not less than three (3) nor more than five (5) Independent Directors of the Board of Directors.

3. The Board of Directors shall appoint, among the elected members, an individual to act as Chair of the Audit & Risk Committee.

4. Vacancies on the Audit & Risk Committee shall be filled by an affirmative vote of a majority vote of the Board of Directors at a regular or special meeting called for that purpose.

5. The Chair of the Audit & Risk Committee will serve as the Compliance Officer for VNY!’s Whistleblower Policy.

3 Note to VNY! Best practices is to review the By-laws every two (2) years.

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6. The Board of Directors may delegate to the Audit & Risk Committee the adoption, implementation of, and compliance with VNY!’s Conflicts of Interest Policy.

7. Two-thirds (2/3) of the members of the Audit & Risk Committee shall constitute a quorum.

8. The Audit & Risk Committee shall oversee VNY!’s accounting and financial reporting processes and the audit of VNY!’s financial statements.

9. The Audit & Risk Committee shall annually review or retain the independent auditor and upon completion of the audit review the results of the audit and any related management letter with the independent auditor.

10. The Audit & Risk Committee shall (a) review with the independent auditor the scope and planning of the audit prior to the audit’s commencement; (b) upon completion of the audit, review and discuss with the independent auditor: (i) any material risks and weaknesses in internal controls identified by the auditor; (ii) any restrictions placed on the scope of the auditor’s activities or access to requested information; (iii) any significant disagreements between the auditor and management; and (iv) the adequacy of the Corporation’s accounting and financial reporting processes.

The Audit & Risk Committee shall annually consider the performance and independence of the auditor and report on such committee’s activities to the Board of Directors.

D. Special Committees

The Board of Directors may designate other special committees at any time, by an affirmative vote of a majority of the entire Board of Directors, to act for a designated period of time, on specific projects, issues or initiatives. The members of such special committees and all specific characteristics thereto shall be determined by the Board of Directors pursuant to the resolution approving the creation of the special committee

Section 2. Committees of the Corporation

1. The Board of Directors may determine from time to time the need to create a committee of the Corporation (collectively, the “Committees of the Corporation” or individually, each a “Committee of the Corporation”).

2. Each Committee of the Corporation shall consist of at least three (3) persons. The Board of Directors shall appoint an individual to act as Chair of each such Committee of the Corporation, and such Chair shall then appoint the other members, who may, but are not required to be, directors.

3. The Board of Directors may authorize any individual acting as Chair to sit on the Board of Directors as an ex-officio member for the length of his/her term as the Chair of the relevant Committee of the Corporation.

4. No Committee of the Corporation shall have the power to bind the Corporation, and each such Committee of the Corporation and its members shall have only such authority or obligations as the Board of Directors may from time to time determine.

5. Each member of a Committee of the Corporation shall serve at the pleasure of the Board of Directors. Being a member of a Committee of the Corporation shall not convey to any such member any power, duty or responsibility of a director, nor constitute membership on the Board of Directors

6. The Committees of the Corporation may not exercise any act subject to the authority of the Board of Directors

ARTICLE VII – INDEMNIFICATION AND INSURANCE

A. Indemnification

The Corporation may, to the fullest extent now or hereafter permitted by law, indemnify any person made, or threatened to be made, a party to any action or proceeding by reason of the fact that he or she, or his or her testator was a Director, officer, employee or agent of the Corporation, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys' fees. No indemnification may be made to or on behalf of any such person if (a) his or her acts were committed in bad faith or were the result of his or her active and deliberate dishonesty and were material to such action or proceeding or (b) he or she personally gained in fact a financial profit or other advantage to which he or she was not legally entitled in the transaction or matter in which indemnification is sought.

B. Insurance

The Corporation shall have the power to purchase and maintain all insurance policies deemed to be in the best interest of the Corporation including insurance to indemnify the Corporation for any obligation which it incurs as a result of its indemnification of Directors, officers and employees pursuant to Section 1 above, or to indemnify such persons in instances in which they may be indemnified pursuant to subsection A above.

ARTICLE VIII - EXECUTIVE DIRECTOR OR PRESIDENT

The Executive Director or President, appointed by the Board of Directors as defined in Article IV Section 1(A)(2)(ii), shall manage the Corporation under the Board of Directors’ oversight and shall:

(i) Attend Board of Directors’ meetings and participate in Board of Directors’ discussions and deliberations;

(ii) Not be entitled to vote on matters before the Board of Directors;

(iii) Have the delegated authority to direct the administrative and operational affairs of VNY!; and

(iv) Have the delegated authority to expend the funds of VNY! in a manner consistent with the annual budget approved by the Board of Directors.

ARTICLE IX – STRATEGIC ADVISORS

In addition to the advisors that may be indicated by the Board of Directors pursuant to Article IV Section 8 above, the Executive Committee and/or the Board of Directors may also indicate, at any time, strategic advisors, who are not required to be in office as directors or officers of the Corporation, to advise the Board of Directors or any committees in specific matters as deemed necessary. Such strategic advisors shall have no power or authority in decisions of the Corporation, the Board of Directors or the Executive Committee, and shall simply act as counsels to projects and initiatives of the Corporation.

ARTICLE X – MISCELLANEOUS

A. Robert’s

Rules

of Order

All provisions not covered by these By-Laws shall be subject to “Robert’s Rules of Order, Revised.”

B. Other Laws

Nothing in these By-Laws shall be construed to take precedence over Federal, State, or local laws or regulations.

C. Contracts, Checks, Bank Account and Investments

1. Checks, Notes and Contracts

The Board of Directors is authorized to select the banks or depositories it deems proper for the funds of the Corporation and shall determine who shall be authorized in addition to the agency’s Executive Director on the Corporation's behalf to write checks, drafts or other orders for the payment of money, acceptances, notes or other evidences of indebtedness, to enter into contracts or to execute and deliver other documents and instruments.

2. Investments The funds of the Corporation may be retained in whole or in part in cash or be invested and reinvested from time to time in such property, real, personal or otherwise, including stocks, bonds or other securities, as the Board of Directors may deem desirable.

D. Books

There shall be kept at the office of the Corporation correct books of account of the activities and transactions of the Corporation including the minute book, which shall contain a copy of the Certificate of Incorporation, a copy of these By-laws, and all minutes of meetings of the Board of Directors.

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E. Fiscal Year

The fiscal year of the Corporation shall be determined by the Board of Directors.

ARTICLE XI - AMENDMENTS

The By-Laws of the Corporation may be adopted, amended, or repealed in whole or in part by majority vote of the members of the Board of Directors present at any regular or special meeting of the Board of Directors. Meetings shall be called pursuant to Article IV, Section 7(E).

ARTICLE XII - NON-DISCRIMINATION

In all of its dealings, neither the Corporation nor its duly authorized agents shall discriminate against any individual or group for reasons of race, color, creed, sex, age, ethnicity, national origin, marital status, sexual preference, mental or physical disability or any category protected by state or federal law.