REACH WV : Racial & Ethnic Approaches to Community Health

Fayette County REACH WV Coalition

Racial and Ethnic Approaches to Community Health Across WV

West Virginia Department of Health & Human Resources

By-Laws

ARTICLE I. Name

The name of the organization shall be Fayette County REACH WV Coalition (Racial and Ethnic Approaches to Community Health Across WV) hereinafter referred to as "The Coalition."

ARTICLE II. Mission and Vision

Section 1:01 The mission of the Coalition shall be to promote health lifestyles in Fayette County African American communities by evaluating and eliminating health disparities, such as diabetes, through education, advocacy, and program implementation.

Section 1:02 The vision of the Coalition is: Fayette County African Americans will be able to live and enjoy the benefits of a healthy lifestyle.

ARTICLE III. Goals and Objectives

The goals and objectives of the Coalition shall be:

1. To develop a partnership with clinics and primary care physicians to devise a comprehensive prevention and intervention strategy to eliminate diabetes and other health disparities among African Americans in Fayette County;

2. To provide educational opportunities to inform all African Americans regarding the prevention and management of diabetes and other chronic diseases identified in Fayette County African American communities;

3. To collect data specific to African Americans in Fayette County through research and other data collection methods, such as a written or door-to-door survey;

4. To serve as an advocate for inclusion in the curriculum of Fayette County schools Black History studies; and

5.To develop a mechanism for evaluating the outcome of the goals and objectives of the Fayette County REACH WV Coalition.

ARTICLE IV. Membership

Section 2:01: Membership. The membership of the Coalition shall be composed of a variety of organizations and individuals. These organizations and individuals should have the capability and commitment to contribute to the reduction of diabetes and other health disparities among African Americans in Fayette County. This can be accomplished through the adoption of a system-based approach to responding to these concerns. Membership shall be voluntary and activated by the annual signing of a Memorandum of Understanding.

Section 2:02: Nondiscrimination. The Coalition shall not discriminate against any person based on race, national origin, age, sex, religion, sexual preference, or any other arbitrary basis.

Section 2:03: Rights. Each member of the Coalition shall have the right to participate in decision-making at all meetings of the Coalition, as described in these By-Laws.

Section 2:04: Settlement of Disputes.. In the event of a dispute between the Coalition and its members or former members which cannot be resolved by the Executive Committee, the policy set forth below shall be followed:

1) an impartial mediator will be obtained to facilitate negotiations between the parties;

2) where possible, the mediator shall assist and guide the disputing parties toward a mutual and acceptable settlement; and

3) no party with a grievance shall have recourse to litigation until the matter has been addressed in good faith through a mediator.

Section 2:05: Termination. The Coalition may by affirmative majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership as a result of the following:

1) voluntarily by a member upon written notice directed to the Coalition Secretary;

2) failure to attend three consecutive regular or special meetings;

3) deemed disruptive to the extent the member hinders the work of the Coalition, or

4) commit acts of misconduct or malfeasance or violates public trust.

Section 2:06: Before a member is terminated, the Chairperson will contact the member to determine his/her status and intent toward serving on the Coalition. An informed final decision will be made by the Coalition in accordance with the Chairperson's report.

Section 2:07: Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by majority vote of the remaining officers. In the event of a tie vote, the Chairperson shall choose the succeeding officer. An officer elected to fill a vacancy shall be elected for the remaining term of that officer.

ARTICLE V. Meetings

Section 3:01: Annual Meeting. The annual meeting shall be held in the fourth quarter of the calendar year (April). At that meeting, election of officers shall be conducted and such other business as may properly come before the Coalition. For the first year of the Coalition (2010), the election shall be held in April. The terms for the first elected officers will run until election of new officers. The members of the Coalition shall also set the time and place of the annual meeting.

Section 3:02: Regular Meetings. The Coalition shall meet quarterly each calendar year, during the months of July, October, January and April. Meetings shall be at dates, times and places as the Coalition shall determine. Proper notice of the date, time and place, to include the meeting agenda and the written minutes shall be given in writing to each member by the Secretary of the of the Coalition.

Section 3:03: Special Meetings. Special meetings may be called by the Chairperson or the Executive Committee giving at least two (2) days notice. Special meetings may also be called upon petition by members of the Coalition. The petition should be submitted in writing to the Chairperson of the Coalition through the Secretary stating the specific business to be brought before the Coalition and/or the Executive Committee.

Section 3:04: Issues Submitted by Members. Any issue or issues that Coalition members submit by petition to the Coalition or the Executive Committee must be signed by not less than three (3) members. Petitions must be received by the Chair not less than thirty (30) days prior to the date of the meeting.

Section 3:05: Notice. In the event of a special meeting, notice of the meeting together with the purpose of the meeting shall be delivered to each Coalition member not less than twenty (20) days, not more than thirty (30) days prior to the date of the meeting.

Section 3:06: Quorum. The presence of at least five (5) active members of the Coalition shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting.

Section 3:07: Voting. Only members of the Coalition shall be able to vote on all matters submitted to a vote by the Executive Committee. Proxy voting shall be permitted. A member may designate, in writing, a proxy when unable to attend a scheduled meeting. The proxy should be submitted to the Secretary of the Coalition before the designated meeting is called to order. Decisions shall be made by a majority vote in the election of officers and by majority vote on other matters before the Coalition. Meetings shall be conducted in accordance with Parliamentary Procedures.

Section 3:08: Balloting by Mail. The Executive Committee may authorize balloting by mail or electronic means as necessary. Such ballots may be used in conjunction with, in addition to, or in lieu of a meeting.

ARTICLE VI. Officers

Section 4:01: Officers. There shall be five (5) officers of the Coalition consisting of a Chair, Vice-Chair, Secretary, Assistant Secretary, and Treasurer.

Section 4:02: Duties. The Chair shall convene regularly scheduled meetings, special meetings and meetings of the Executive Committee. The Chair shall preside over meetings or arrange for other members of the Executive Committee to preside at each meeting in the following order: Vice-Chair, Secretary and Treasurer. The Chair is an ex-officio member of all standing committees with the exception of the Finance Committee. The Chair shall be responsible for scheduling meetings, preparing the agenda, and reviewing the minutes.

The Vice-Chair shall preside in the absence of the Chairperson. The Vice-Chair shall have such other duties as may be prescribed from time-to-time by the Chair. The Vice-Chair shall succeed the Chair should the Chair vacate that office.

The Secretary shall be responsible for keeping records of Coalition actions, including the taking of minutes at all Coalition meetings and meetings of the Executive Committee, sending out meeting announcements, distributing copies of minutes and the agenda to each Coalition member.

The Assistant Secretary will assume these duties in the absence of the Secretary.

The Treasurer shall chair the Finance Committee, make a financial report at all Coalition meetings. The Treasurer shall keep, or supervise the keeping of all accounts showing the receipts of the Coalition and the disposition of its funds. The Treasurer shall be responsible for all financial transactions of the Coalition.

Section 4:03: Terms. All Coalition officers shall serve a one (1) year term, but are eligible for re-election based on a majority vote of Coalition members in attendance at the annual meeting. However, no Coalition member shall serve more than two (2) consecutive terms. Each Coalition member shall have one (1) vote.

ARTICLE VII. Executive Committee

Section 5:01: The Executive Committee shall consist of the Chair, Vice-Chair, Secretary, Treasurer, and one (1) at-large member designated by the Chair.

Section 5:02: Powers and Duties: The Executive Committee shall be empowered to exercise the authority of the Coalition in the interim between meetings of the Coalition. The Executive Committee shall meet in the monthly intervals between regular meetings of the Coalition. Except for matters reserved by law or by the By-Laws, the affairs of the Coalition shall be under the direction and control of the Executive Committee. The duties of the Executive Committee shall include overseeing the operation of the Coalition and assuring that the purpose of the Coalition is properly carried out. Any action of the Executive Committee shall be reported to the Coalition and by majority vote, may be reversed or amended at its succeeding meeting.

Section 5:03: Standard of Conduct. Executive Committee members shall be responsible at all times for discharging their duties in good faith, in a manner which they reasonably believe to be in the best interests of the Coalition.

Section 5:04: Conflict of Interest. Executive Committee members shall be under an affirmative obligation to disclose their actual or potential conflicts of interests in any matter under consideration by the Coalition. Persons having such an interest shall recuse him/herself from discussion and decision-making of the matter unless otherwise determined by the Coalition.

Section 5:05: Compensation. Executive Committee members shall not receive compensation for services rendered. Members of the Executive Committee may be reimbursed for expenses reasonably and necessarily incurred on behalf of the Coalition or in connection with the performance of their official duties.

Section 5:06: Termination of Membership. The Coalition may, by affirmative majority vote of those present at any regularly constituted meeting, terminate the membership of any member who becomes ineligible for membership as a result of failure to attend three consecutive special or regular meetings, or who is deemed disruptive to the extent the member hinders the work of the Coalition, or who commits acts of misconduct for malfeasance or violates public trust. Before a member is terminated, the Chairperson will contact the member to determine his/her status and intent toward serving on the Coalition. An informed final decision will be made by the Coalition in accordance with the Chairperson's report. An officer of the Coalition may voluntarily terminate membership upon written notice directed to the Secretary of the Coalition.

Section 5:07: Vacancies. Vacancies existing by reason of resignation, death, incapacity or removal before the expiration of his/her term shall be filled by majority vote of the remaining members. In the event of a tie vote, the Chairperson shall choose the succeeding officer. An officer elected to fill a vacancy shall be elected for the remaining unexpired term of that.

ARTICLE VIII. Standing Committees.

Section 6:01: The Coalition may create standing committees as needed. Each Standing Committee shall appoint a Chair and a Secretary who shall keep minutes of each meeting and transmit a copy thereof to the Coalition Chairperson.

Section 6:02: There shall be, but not limited to, four (4) Standing Committees.

1. Finance Committee. The Treasurer is the Chair of the Finance Committee which includes at least three (3) other Coalition members designated by the Chair of the Coalition. The Finance Committee is responsible for developing a budget and a plan for obtaining funds for the Coalition through grants, appropriations, fundraising, and/or donations. The Coalition must approve the budget and all expenditures must be within the budget. Any major changes to the budget must be approved by the Coalition. Financial reports reflecting income and expenditures should be submitted to the Executive Committee and to the quarterly meeting of the Coalition.

2. Community Action Planning. The Committee shall be responsible for developing a two (2) year strategic plan that will insure that the goals and objectives are consistent with the mission and vision of the Coalition. The Committee will assist the Coalition in developing, implementing and evaluating strategies for the success and sustainability of the Coalition. The strategic plan should also provide a base from which progress can be measured and establish a mechanism for informed change when needed.

3. Nominating and Recruitment Committee. This Committee has two functions and is composed of the Coalition Chair and at least two (2) other members of the Coalition.

(1) The Nominating Committee is responsible for developing the slate of candidates to be presented to the Coalition for election to fill officer positions. However, nominations may be accepted from the floor by Coalition members at the annual meeting prior to the ballot vote.

(2) The Recruitment Committee is responsible for identifying potential organizations and individuals who are interested in joining the Coalition in support and execution of the mission, vision and goals of the Coalition.

4. Public Relations. This Committee is responsible for promoting awareness and education for professionals and the public pertaining to diabetes and other health disparity issues. The following areas shall be a function within the responsibilities of the Public Relations Standing Committee:

Pharmacy: Establish a working relationship with local pharmacies on issues relating to diabetes.

Nutrition Services: Links with dietitians on nutritional needs.

Consumer Services: Links with individuals with diabetes regarding diabetes related issues.

Communication Media: Advertising.

Section 6:03: The Chair of each Standing Committee shall serve a term of one (1) year and cannot serve more than three (3) consecutive terms. At the discretion of the Chair of the Coalition, the Chair of each Standing Committee may be included as deemed appropriate, in an Executive Committee meeting. In which case, the Chair of a Standing Committee would have the right to vote on matters before the Executive Committee.

Section 6:04: The duties and responsibilities of the Standing Committee chairperson shall include maintaining a working committee consisting of at least three (3) members. The size, however, of the committee may be determined by the activities and requirements of the Committee; preside at all committee meetings; and provide a written report to the Executive Committee and at each quarterly Coalition meeting.

ARTICLE IX. Revision and/or Amendments of By-Laws.

Section 7:01: Severability. In the event that any provision of the By-Laws is determined to be invalid or unenforceable under any statute or rule of law, then such provision shall be deemed inoperative to such extent and shall be modified to conform with each statute or rule of law without affecting the validity or enforceability of any other provision of these By-Laws.

Section 7:02: Amendment. These By-Laws may be amended at any regular or special meeting with members present, by a majority vote, provided the amendments have been submitted to Coalition membership at a previously held meeting of the Coalition, or in writing to the membership at least fourteen (14) days prior to the meeting of record. A ballot delivered by mail or electronic means with a majority vote of the Coalition membership may also amend these By-Laws.

These By-Laws were approved at a Special Meeting of the Fayette County REACH WV Coalition on Thursday, September 17, 2009.