McDowellCounty REACHWV Coalition By-Laws
ARTICLE I: NAME
The name of this organization shall be the McDowell County REACH WV Coalition, hereafter referred to as the “Coalition.”
ARTICLE II. MISSION AND GOALS
Section 1. The mission of the Coalition shall bePromoting healthy living by partnering with communities to improve quality of life for African Americans.
Section 2. The goals of the Coalition shall include, but not be limited to, the following:
- Develop partnerships with clinics and primary care physicians to devise a comprehensive prevention and intervention strategy to eliminate diabetes among African Americans in local townships.
- Develop an approach for establishing support around social determinants of health and health related disparities.
- To conduct a community assessment specific to African Americans inMcDowellCounty.
ARTICLE III: MEMBERSHIP
Section 1. MembershipThe Membership of the Coalition shall be composed of avariety 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. NondiscriminationThe Coalition shall not discriminate against anyperson based on race, national origin, age, sex, religion, sexual preference, or any other arbitrary basis.
Section 3. RightsEach 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 disputesIn 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 of Membership may be terminated in any of the following ways:
A. voluntarily, by a member upon notice to the Coalition;
B. 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 MeetingThe 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 MeetingsSpecial 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. NoticeNotice 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. VotingOnly 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. 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 usedin addition to, or in lieu of a meeting, all references in these by-laws toa meeting of members shall be read as including balloting by mail orelectronic means and such balloting shall comply with all requirementsof law and these bylaws.
Section 8. Issues submitted by membersNotice 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 Committeeof 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 Committeeshall 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 dutiesExcept 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 conductExecutive 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 interestExecutive 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. CompensationExecutive 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. TerminationThe term of office of an officer may be terminated prior to its expiration in any of the following ways:
A. voluntarily by an officer upon notice to the Coalition,
B. automatically whenever such person’s membership is terminated,
C. by action at a meeting of members whenever, in their opinion, the best interests of the Coalition would thereby be served, or
D. for cause, as determined by the Executive Committee.
Section 7. VacanciesAny vacancy on the Executive Committee occurring between annual meetings may be filled by the 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:
A. FINANCE: Obtains funds for the Coalition through grants, appropriations, fundraising, donations, etc. The Treasurer shall serve as the chair of the finance committee.
B. 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.
C. 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.
D. 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.
E. RESOURCE: Recommends materials, publications, and other resources available to the public through the Coalition. Publishes and regularly updates professional and consumer resource materials for distribution throughout the state ofWest Virginia. Also, links with Educational Resources in the community.
F. 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.
G. PUBLIC RELATIONS: Promotes awareness and education for professionals and the public pertaining to diabetes. The following areas shall function within the responsibilities of the Public Relations committee:
(i) Pharmacy: Provides a working environment with local pharmacies on diabetes issues.
(ii) Nutrition Services: Links with Dietitians on nutritional needs.
(iii) Consumer Services: Links with the individuals with diabetes regarding diabetes related issues.
Section 2. The Chair of each committee shall serve a term of one (1) year and cannot serve more than three (3) 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:
A. Maintain a working committee consisting of at least three members, otherwise the size of the committee may be determined by the activities and requirements.
B. Preside at all committee meetings.
C. Provide a written report to the Executive Committee at each regularly scheduled quarterly Coalition meeting.
ARTICLE VIII. REVISION OF BY-LAWS
Section 1. SeverabilityIn 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. AmendmentThese By-laws may be amended at any regular or special meeting of the Coalition, with a quorum present, by a two-thirds affirmative vote of the members; provided that the amendments have been submitted to the Coalition membership at a previously held meeting of the Coalition, or 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 22, 2008