Kanawha County REACH WV Coalition

By-Laws

ARTICLE I. NAME

  

The name of this organization shall be the Kanawha County REACH WV Coalition, hereafter referred to as the “Coalition.”

 

ARTICLE II.  MISSION AND GOAL

 

 

Section 1.  The mission of the Coalition shall be to advocate for healthy living among African Americans, by addressing how living conditions affect diabetes and other related diseases.

Section 2.  The goals of the Coalition shall include, but not be limited to, the following:                  

  1. To promote awareness of the social determinants of health within Kanawha County.
  2. To collaborate with agencies and physicians to ensure they provide quality and affordable healthcare for all Kanawha County residents.
  3. To reach and inform all African American adults on diabetes and chronic disease prevention and management.
  4. To serve the African American community in a culturally sensitive healthcare environment.
  5. To position the coalition as an advocate to challenge the state school system for improvement of education for African American students.
  6. To collect data specific to African Americans in Kanawha County through community assessments and research.

ARTICLE III.  MEMBERSHIP

 

Section 1.  Membership The Membership of the Coalition shall be composed of a variety of organizations and individuals with the capability to contribute to the reduction of the burden of diabetes and improve a systems-based approach to diabetes control.  Membership shall be voluntary and activated by the annual signing of the Coalition’s membership Memorandum of Understanding.

Section 2.  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 3.  Rights Each member of the Coalition shall have the right to participate in all decision making processes at meetings of the Coalition, as described in these by-laws.  Members shall have the right to receive a copy of these by-laws.

Section 4.  Settlement of disputes In any dispute between the Coalition and any of its members or former members regarding normal membership transactions, which cannot be resolved through informal negotiations in a meeting of the Executive Committee, it shall be the policy of the Coalition to use mediation whereby an impartial mediator may facilitate negotiations between the parties and assist them in developing a mutually acceptable settlement.  No party with a grievance against the other shall have recourse to litigation until the matter is submitted to mediation and attempted to be resolved in good faith.

Section 5.  Termination Membership may be terminated in any of the following ways:

  1. voluntarily, by a member upon notice to the Coalition;
  2. for cause, as determined by the Executive Committee.

 Members will be considered for termination of membership if they miss 50% or more of scheduled Coalition meetings in any one calendar year.  A member may designate, in writing, a proxy to attend a designated meeting. The written proxy designation must be submitted to the Coalition Chair before the formal call to order of the designated meeting.

ARTICLE IV. MEETINGS

 

Section 1.  The Coalition shall meet on a quarterly basis (4 times per calendar year.)

Section 2.  Annual Meeting The annual meeting will be the fourth (4th) quarter meeting in the calendar year.  At that meeting the election of officers will be conducted and such other business as may properly come before the Coalition.

Section 2.1 For the first year of the Coalition (2008), the election of officers will take place in July.  The terms for the first elected officers will run until the election of new officers.

Section 3.  Special Meetings Special meetings of the Coalition may be called by the Executive Committee or the Chairperson.  Special meetings shall be called upon petition of not less than sixty percent (60%) of the existing coalition, provided that such petition states the specific business to be brought before the meeting.

Section 4.  Notice Notice of the time and place of any meeting of members, together with a statement of the purposes of the meeting in the case of a special meeting, shall be delivered to each coalition member not less than ten days nor more than sixty days prior to the date of the meeting.

Section 5. Quorum The presence in person of at least sixty percent (60%) of the active membership of the coalition shall be necessary and sufficient to constitute a quorum for the transaction of business at any meeting.

Section 6.  Voting Only members of the coalition shall be able to voteall matters submitted to a vote by the Executive Committee.  Proxy voting shall be permitted.  Decisions shall be made by majority vote in the case of election of officers and by majority vote of members voting as to other issues unless a higher percentage is required by law or by these by-laws.  Meetings shall be conducted in orderly formats with emphasis on group consensus decision-making.

Section 7.  Balloting by mail The Executive Committee may authorize balloting by mail or electronic means.  Such ballots may be used in conjunction with, in addition to, or in lieu of a meeting.  If balloting by mail is used in addition to, or in lieu of a meeting, all references in these by-laws to a meeting of members shall be read as including balloting by mail or electronic means and such balloting shall comply with all requirements of law and these bylaws.

 Section 8.  Issues submitted by members Notice of a meeting of members shall include any issues submitted by petition of not less than three members.  Petitions must be received by the Coalition not less than thirty days before the date of the meeting.

 

ARTICLE V. OFFICERS

 

Section 1.  The Executive Committee of the Coalition shall consist of the following officers:

Chairperson              

The Chairperson shall be the spokesperson for the Coalition and will chair the Coalition meetings.  The Chairperson shall be responsible for scheduling meetings, preparing meeting agendas, and reviewing meeting minutes. 

Vice-Chairperson     

In the absence of the Chairperson, the Vice-Chairperson will assume the responsibilities of the Chairperson.  The Vice-Chairperson will succeed the Chairperson upon vacation of that office. 

Secretary     

The Secretary shall be responsible for recording the business of the Coalition.  The Secretary shall prepare and distribute minutes, agendas, and other correspondence to Coalition members.  The Secretary shall notify members of meetings and other Coalition activities, and keep a current list of members, including phone numbers, addresses, fax numbers, e-mails, etc.  The Secretary shall be responsible for all legal correspondence relating to the business of the Coalition.

Treasurer                  

The Treasurer shall keep records of Coalition funds and expenditures and provide financial reports at Coalition meetings.  The Treasurer shall track financial activities of any grants, appropriations, or other funding streams of the Coalition.  The Treasurer shall be responsible for all financial transactions of the Coalition.

Each officer is elected to one (1) year term by ballot of the Coalition members in attendance at the annual meeting.  The Coalition chair cannot serve more than two (2) consecutive terms.  Each Coalition Member will have one (1) vote.

ARTICLE VI. EXECUTIVE COMMITTEE

 

Section 1.  The Executive Committee shall conduct the business of the Coalition as necessary between Coalition meetings. The Executive Committee will consist of the officers and the Chairs of the Standing Committees.

Section 2.  Powers and duties Except for matters reserved by law or by these by-laws to members, the affairs of the Coalition shall be directed and controlled by an Executive Committee.  The duties of the Executive Committee shall include, but not be limited to, overseeing the operations of the Coalition, by-laws, and assuring that the purposes of the Coalition are properly carried out.

Section 3.  Standards 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 interest of the Coalition and with such care as an ordinarily prudent person in a like position would use under similar circumstances.

Section 4.  Conflicts of interest Executive Committee Members shall be under an      affirmative obligation to disclose their actual or potential conflicts of interest in any matter under consideration by the Coalition.  Persons having such an interest shall recuse themselves from discussion and decision of the matter unless otherwise determined by the Coalition.

Section 5.  Compensation Executive Committee Members shall receive no compensation for their services as Executive Committee Members.  Executive Committee Members may, as determined by the Executive Committee, be reimbursed for any expenses reasonably and necessarily incurred by them on behalf of the Coalition or in connection with the performance of their duties.

Section 6.  Termination The term of office of an officer may be terminated prior to its expiration in any of the following ways:

  1. voluntarily by an officer upon notice to the Coalition,
  2. automatically whenever such person’s membership is terminated,
  3. by action at a meeting of members whenever, in their opinion, the best interests of the Coalition would thereby be served, or
  4. for cause, as determined by the Executive Committee.

Section 7.  Vacancies Any vacancy on the Executive Committee occurring between annual meetings may be filled by vote of the Coalition for the balance of the unexpired term.

ARTICLE VII. COMMITTEES

 

Section 1.  The standing Committees shall include, but not be limited to the following:

  1. FINANCE:  Obtains funds for the Coalition through grants, appropriations, fundraising, donations, etc.  The Treasurer shall serve as the chair of the finance committee.
  2. COMMUNITY ACTION PLANNING:  Establish a one to two year strategic plan to be reviewed annually.  Assists the Coalition in developing, implementing, and evaluating community strategies for diabetes control and education as it relates to the Coalition’s Mission Statement.  Determine and plan evaluation and outcome tracking.
  3. NOMINATING AND RECRUITMENT:  One committee with two functions:

(i)     NOMINATING:  Develops slate of officers for the annual meeting, nominations from the floor will be accepted from Coalition members at the annual meeting, prior to the ballot vote.

(ii)   RECRUITMENT: Identifies potential organizations and individuals interested in participating with the Coalition to support and execute the mission and goals of the Coalition. 

1. LEGISLATIVE INITIATIVE: Advocates and interacts with public and private agencies for the purpose of establishing regulations, laws, and policies favorable to the goals and missions of the Coalition.

 2. STANDARDS of CARE: Reviews Standards of Care and other related clinical issues, statements, and publications disseminated through the Coalition.  Serves as a resource to the Coalition on diabetes related clinical issues specific to African Americans.  Provides information to physicians and other health care providers on requests regarding the mission and goals of the Coalition. 

3. PUBLIC RELATIONS: Promotes awareness and education for professionals and the public pertaining to diabetes and the activities of the Coalition. 

Section 2.  The Chair of each committee shall serve a term of one (1) year and cannot serve more than two (2) consecutive terms.  The Chair of each committee shall serve as a voting member of the Executive Committee of the Coalition.

Section 3.  The duties and responsibilities of the committee chairperson shall include:

  1. Maintain a working committee consisting of at least three members, otherwise the size of the committee may be determined by the activities and requirements.
  2. Preside at all committee meetings.
  3. Provide a written report to the Executive Committee at each regularly scheduled quarterly Coalition meeting.

ARTICLE VIII. REVISION OF BY-LAWS

Section 1.  Severability In the event that any provision of these 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 deemed modified to conform with such statute or rule of law without affecting the validity or enforceability of any other provision of these by-laws.

Section 2.  Amendment These By-laws may be amended at any regular or special meeting of the Coalition by a two-thirds vote of the members present and voting, provided that the amendments have been submitted to the Coalition membership at a previously held meeting of the Coalition in writing to the Coalition membership at least fourteen (14) days prior to the meeting of record.  A ballot delivered by mail or electronic means, with two-thirds vote of the Coalition membership may also amend these by-laws.

Approved and Adopted September 16, 2008