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Amended & approved by membership: November 1, 2006; September 2, 2009; BY LAWS Amended & approved by membership: November 1, 2006; September 2, 2009; Amended & approved by membership: November 1, 2006; September 2, 2009; BY-LAWS OF CAMBRIA COUNTY HEALTH & WELFARE COUNCIL, INC. SEPTEMBER 1992 Proposed Amendments to by By-Laws August 5, 2015
ARTICLE I – Name & Purpose
Section 1 – Name: The name of the organization shall be known as the Cambria County Health & Welfare Council, Inc. It shall be a nonprofit organization incorporated under the laws of the State of Pennsylvania.
Section 2 – Purpose: The Cambria County Health & Welfare Council is organized exclusively for charitable and educational purposes.
ARTICLE II- Vision, Mission, Values & Objectives
Section 1 - Vision: A collectively empowered community.
Section 2 - Mission: A collaborative community network mobilizing resources to strengthen lives.
Section 3 - Values:
Advocacy: Advocate as one voice for the common good of the community
Dedication: Dedicated to creating an empowered community.
Forward Thinking: Adapting to the ever changing need of the community.
Ethical: Maintain high ethical standards.
Educate: To provide education opportunities to council members.
Common Goals: Working together for a common goal.
Section 4 – Objectives: The objectives of this council are to promote the general health and welfare of the residents of Cambria County and to assist interested persons and organizations to meet their responsibilities in doing so effectively.
ARTICLE III – Membership
Section 1- Eligibility for membership: Membership in the council shall be open to public and private agencies, local business, groups, organizations and individuals interested in implementing the objectives of the council.
Section 2- Annual dues: Membership will be granted to those above agencies, businesses, groups, organizations and individuals upon receipt of the annual dues which shall be set by vote of the council. Each membership, however, constituted, shall be entitled to one vote. Agencies, local business, groups, organizations with multiple representatives shall only have one vote per membership. Alternates shall be extended the courtesy of access to the floor but will not have the privilege to vote. Voting membership is granted after completion and receipt of a membership application and annual dues.
Section 3-Rights of members: Each member (agency, business or individual) shall be eligible to appoint one voting representative to cast the member’s vote in association elections.
Section 4 – Duties of members: shall be:
a. to establish a dues structure;
b. to elect officers provided for in these By-Laws;
c. to participate actively and constructively in the work of the council, furthering its objectives and resolving problems and obstacles which occur;
d. to approve the policies and procedures of the Council
e. to approve special project budgets;
f. to provide information, suggestions and support to the objectives of the Council.
Section 5- Non-voting memberships: The executive board shall have the authority to establish and define non-voting categories of memberships.
ARTICLE IV – Board of Directors
Section 1 – Board role, size, and compensation: The board is responsible for overall policy and direction of the organization and delegates’ responsibility of day-to-day operations to committees and/or staff where necessary. The board shall have up to 10, but no fewer than 8 members including officers and council committee chairs. The board receives no compensation.
Section 2- Terms: All board members shall serve two-year terms, but are eligible for re-election for up to 3 consecutive terms. Board members, upon completion of their terms, must be off the board for 1 year, after term expiration, before they can be placed on the board again.
Section 3 – Election procedures: A board development committee shall be selected by the executive committee and will be responsible for nominating a slate of prospective board members representing the associations’ diverse constituency. In addition, any member can nominate a candidate to the slate of nominees. To be eligible for nomination, you must be part of a current member agency/business or current individual member in good standing with the council.
Section 4 – Board elections: New directors and current directors shall be elected or re-elected by the voting representatives of members at the annual meeting in November. Directors will be elected by a simple majority of members present at the annual meeting.
Section 5 – Meetings and notice: The board shall meet bi-monthly, at an agreed upon time and place. An official board meeting requires that each board member have written notice at least two weeks in advance.
Section 6-Quorum: A quorum must be attended by one half plus one of the board members holding office for business transactions to take place and motions to pass.
Section 7 – Officers and Duties: There shall be five executive officers of the board, consisting of the president, vice president, second vice president, secretary and treasurer. Their duties are as follows:
a) The President serves as the Chief Executive and shall be responsible that policies established by the membership and Executive Committee are put into effect and carried out as may be appropriate. The President shall recommend to the membership, board and executive committee such changes in procedure and policies as is deemed appropriate. The President also:
Shall appoint all Committees or task forces on the advice of the Executive Committee.
Shall serve as Chairperson of the Executive Committee and call meetings as necessary between monthly membership meetings.
Shall preside at membership meetings.
Shall be the official representative of the Council in matters relating to the government and/or other official bodies. The President may delegate this responsibility if such delegation best serves the goals of the Council.
b) First Vice-President shall assume the duties of the President in the absence or incapacity of the President.
Shall serve as Membership Committee Chairperson, and organizing efforts to recruit members;
Shall perform such other tasks as may be assigned by the President.
c) Second Vice President shall assume the duties of the President in the absence or incapacity of the President and First Vice President.
Shall assist the Treasurer with the billing and recording of membership dues;
Shall perform such other tasks as may be assigned by the President.
d) The Secretary will cause a correct and complete record to be made of each meeting of the Council and of the Executive Committee.
Shall cause distribution of such records as directed by the Executive Committee and made a permanent part of the records of the Council.
Shall cause notices of meetings to be given to the membership and/or appropriate committee members.
Shall maintain a current membership and mailing list.
e) The Treasurer shall perform those duties necessary to provide safe custody and appropriate control of all funds of the Council subject to the approval of the Executive Committee.
Shall maintain a careful record of receipts and disbursements of the Council.
Shall prepare checks and accurate vouchers in support of all checks and cash disbursements.
Shall be assisted by the Second Vice-President in keeping up to date records of membership dues accounts, preparing accurate billings and forwarding these to members as accounts become due.
Shall serve on all Committees planning or managing budget and/or finances of the Council.
Shall be bonded when and if assets of Council reach two thousand dollars. ($2,000.00)
Section 6- Removal from office: Elected officers may be removed from office for cause by a two-thirds (2/3) vote of the Council membership present at a regular monthly meeting, provided that the proposed removal shall have been read at the last regular meeting of the Council, or shall have been submitted to each voting member at least fifteen (15) days before action is taken.
Section 7- Vacancies: If any office (except President which shall be automatically filled by the First or Second Vice-Presidents, as provided in these by-laws) becomes vacant for any reason, the Executive Committee shall recommend a successor who shall fulfill the unexpired term of the vacant office and be presented for full Council vote.
Section 8-Resignation, termination, and absences: Resignation from the board must be in writing and received by the Secretary. A board member shall be terminated from the board due to excess absences, more than two unexcused absences from board meetings in a year. A board member may be removed for other reasons by a three-fourth vote of the remaining directors.
ARTICLE V- Meetings
Section 1- Regular Meetings: The Council shall meet in regular session once a month on the first Wednesday of each month from January through December. There will be no meeting in July.
a) Notice of Council meetings shall be given at least served (7) calendar days prior to the meeting and specify, place and hour of meeting.
b) Under the heading of new business, any member may present any matters which shall be considered by the Council.
In no case however, shall final action be taken on a new subject involving a question of policy or actual work on the part of the Council, without the recommendation of an appropriate committee that has studied the matter.
Only after a report and recommendation has been made by a Council committee may final action be decided by a majority vote of the members present.
Section 2- Special Meetings of the Council
a) May be called at any time by the President, or in the absence of the President, by the Vice-President;
b) Must be called by the President within ten (10) days of receipt of a written request signed by eight (8) members;
c) Reasons for special Council meetings must be included in the notice of the meeting and should be given seven (7) days before the meeting.
Section 3- Annual Meeting: of the Council shall be the November meeting at which time election of officers shall be held.
Section 4- Open Meetings: of the Council shall be open to the public, but in voting matters, votes shall be counted as provided for in these by-laws, Article III, Section 2. With the Council’s consent; non-members may take part in discussion of issues.
Section 5- Meeting Quorum: shall consist of fifteen (15) members of the Council, including two (2) officers.
ARTICLE VI- Fiscal Year
The Fiscal Year of the Council shall be January to December annually. The treasurer shall be responsible for assuring that the financial records of the Council are prepared, recorded, and ready for review following the close of business each December 31st.
ARTICLE VII- Committees
Section 1- Executive Committee: consisting of the President, First Vice-President, Second Vice-President, Secretary, Treasurer, and standing committee chairpersons.
a) The duties of the Executive Committee shall be;
The general supervision and management of the work of the Council, including but not limited to: submission of project budgets to the Council membership, and provision for the membership, public relations and audit functions of the Council;
The implementation of such policies as necessary in carrying out the purpose, objectives, and work of the Council;
To approve the appointment by the President, of committees necessary to carry out the objectives of the Council;
To meet as necessary in the intervals between regular meetings of the Council to assure the continuous and effective work of the Council;
To plan and prepare the agenda of regular Council meeting to assure effectiveness and communication among all Council members.
b) A quorum of the Executive Committee shall consist of six (6) members.
Section 2 - Nominating Committee: shall be appointed as provided for in these bylaws, Article IV, Section 3.
Section 3- Other Committees: shall be appointed by the President with the advice and confirmation of the Executive Committee.
a) Committees shall consist of not less than three (3) members and shall be assigned particular tasks of the Council to carry out the objectives and work of the Council and/or Executive Committee.
b) Standing Committees of the Council shall consist of the Program Committee, Education Committee, Legislative Committee, Membership Committee, Kids-A-Fair Committee and Directory Committee.
Section 4 – Finance Committee: The treasurer is the chair of the Finance Committee, which includes three other board members. The Finance Committee is responsible for developing and reviewing fiscal procedures, fundraising plans, and the annual budget with staff and other board members. The board must approve the budget and all expenditures must be within the budget. Any major change in the budget must be approved by the board or the Executive Committee. The fiscal year shall be the calendar year. Annual reports are required to be submitted to the board showing income, expenditures, and pending income. The financial records of the organization are public information and shall be made available to the membership, board members and public.
ARTICLE VIII- Cambria County Prevention Coalition
Section 1-Prevention Coalition Community Board Committee: The Cambria County Health and Welfare Council will have two representatives serve on the Executive Board of the Cambria County Prevention Coalition. The representatives are the presiding President and First Vice President of the Cambria County Health and Welfare Council or its designees. The representatives will serve as the liaison to bridge information between this Cambria County coalition effort and the Health and Welfare Council.
ARTICLE IX- Parliamentary Authority
Robert’s Rules of Order Newly Revised shall be the final authority governing the conduct of the Council and its meetings where such conduct is not specified in these by-laws.
ARTICLE X - Amendments to the By-Laws
These by-laws may be amended when necessary by a two-thirds (2/3) vote of the members present at a regular monthly meeting, provided that written notice of such amendment has been sent to all members by action of the Executive Committee at least fifteen (15) days before the date of the meeting at which time such action is taken.
The Cambria County Health and Welfare Council is a network of human service agencies, business leaders and professionals in Cambria County Pennsylvania committed to improving the quality of life for at risk and vulnerable populations.
Amended & approved by membership: November 1, 2006; September 2, 2009;