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Safe Climate Coalition of Lake County, Inc. - Bylaws

Safe Climate Coalition of Lake County, Inc.

Bylaws

 

Article I: Organization

The name of this organization shall be: Safe Climate Coalition of Lake County, Inc. (Coalition)

In 2014, SCC Board of Directors approved a name change to Be Free Lake. For purposes of our Federal Drug Free Communities grant funding, our name will remain SCC DBA Be Free Lake through October 1, 2016. However, SCC will work towards our name change on a state and federal level.

Article II: Purpose

The Vision of the Coalition is Lake County: A healthy community climate, free of violence and substance abuse. The Mission of the Coalition of Lake County is to collaborate with community stakeholders to focus on youth substance abuse and violence reduction and prevention while maximizing resources and providing opportunities for children and families to be self-sufficient, productive contributors in Lake County and society. The purposes for which the corporation is organized are to:

  • To provide the organizational link between prevention agencies and the community to support prevention programs, practices and policies through collective community efforts and environmental strategies, and integrate the delivery of services from a variety of providers that prevent ATOD (alcohol, tobacco and other drug) use and reduce the abuse of legal and illegal substances, child maltreatment and crime and violence in Lake County.
  • To encourage the use of evidence based research programs meeting the risk and protective factors of Lake County youth,
  • To provide a forum for partnerships between the Coalition and stakeholders, and
  • To encourage community involvement and participation in meeting the needs of the youth in Lake County through established organizations.

Article III: Board of Directors

Section 3.01 Authority and Responsibility

The governing body of this Coalition shall be the Board of Directors. The Board of Directors will be representative of the 12 community sectors identified by the Drug Free Community Support Program. The Board of Directors shall have supervision, control and direction of the affairs of the Coalition; shall determine its policies or changes therein; shall actively execute its objectives and supervise the disbursement of its funds. The board may adopt such rules and regulations for the conduct of its business as shall be deemed.

Section 3.02 Composition and Terms

Board membership shall be composed of persons over 18 years of age and shall consist of three or no more than 15 individuals. The Board of Directors shall demonstrate a commitment to, or have expressed an interest in, the purposes and mission of the corporation and who are willing to devote time to the duties of the Board of Directors of the Coalition. A Board of Director may serve for a two-year term. A Board of Director may be reappointed by a majority vote.

Section 3.03 Removal

Any Board Member who is absent from three consecutive meetings shall be dropped from Board membership unless re-elected.Board of Director Members may be removed from office by a majority vote of all the Board of Directors at any regular or special meeting called for that purpose. Members may be removed for conduct detrimental to the interests of the Corporation, for lack of sympathy with its objectives, or for refusal to render reasonable assistance in carrying out its purposes. Any members proposed to be removed shall be entitled to at least five days written notice of the meeting of the Board of Directors at which removal is to be voted upon and shall be entitled to appear before and be heard by the Board of Directors at such meeting.

Section 3.04 Compensation

No Board of Director shall receive compensation for services rendered in their official capacity as a Board of Director.

Section 3.05 Conflicts of Interest

The purpose of the conflict of interest policy is to protect the Coalition’s interest when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an officer or director of Coalition or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations. Members of the Board of Directors shall disclose any relationship that could be considered a conflict of interest with the organization. Directors shall excuse themselves on matters where their objectivity would be compromised. Please see the Coalition’s Policies and Procedures Subject: Conflicts of Interest document for more information.

Section 3.06 Indemnification

The Board of Directors shall purchase directors’ and officers’ liability insurance in an amount to be considered with other non-profit corporations with similar revenues. The Coalition shall indemnify its Board of Directors from liability as a result of their actions as Board of Directors as long as they were acting in good faith, in a manner reasonably believed to be in the best interest of the Coalition and their conduct was not unlawful.

Section 3.07 Confidentiality

The Board of Directors understand that “confidential information” is information that derives independent economic value, actual or potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons who can obtain economic value from its disclosure or use and is the subject of efforts that are reasonable under the circumstances to maintain its secrecy.   The Board of Directors, employees, contractors and consultants acknowledge that during the engagement they may have access to and become acquainted with various trade secrets, inventions, innovations, processes, information, records and specifications owned or licensed by the Coalition and/or used by the one of their members in connection with the operation of its business including, without limitation, business and product processes, methods, accounts and procedures. Each individual agrees to not disclose any of the aforesaid, directly or indirectly, or use any of them in any manner, either during the term of this Agreement or at any time thereafter, except as required in the course of this engagement with the Coalition. All files, records, documents, blueprints, specifications, information, letters, notes, media lists, original artwork/creative, notebooks, and similar items relating to the business of the Coalition, whether prepared by the Coalition or otherwise coming into the Coalition’s possession, shall remain the exclusive property of the Coalition. The Board of Directors, employees, contractors and consultants shall not retain any copies of the foregoing without the Coalition’s prior written permission. Upon expiration of any Agreement, or whenever requested by the Coalition, the Board of Directors, employees, contractors and consultants shall immediately deliver to the Coalition all such files, records, documents, specifications, information, and other items in their possession or under their control. The Board of Directors, employees, contractors and consultants further agrees to preserve the confidential nature of their relationship to the Coalition and of the services performed under this Agreement.

Section 3.8 Duties

The business and property of the Coalition shall be managed and monitored by the Board of Directors in accordance with these By-laws and the Articles of Incorporation of the Corporation.

Without limiting the authority of the Board, its responsibilities and expectationsshall include:

  • Carrying out the purposes of the Corporation;
  • Establishing Corporate policy;
  • Representing and promoting the organization and their mission in the community;
  • Securing adequate financial support for the organization and being responsible for the expenditure of corporate funds through fundraising and outreach;
  • Adopting and amending By-laws;
  • Building collegial working relationships that contribute to consensus; and
  • Attending two special events per year in support of the Coalition outside of Board of Director meetings.

Section 3.9 Orientation

Each new Board member shall receive a mandatory orientation packet within the first two months of service on the Board of Directors. The orientation shall be coordinated by the Executive Director. The orientation will include a history of the Coalition, its By-laws; table of organization and personnel; funding, and financial reporting and the short and long-term plans for the organization.

Article IV: Officers

Section 4.01 Composition

The Officers on the Coalition’s Board of Directors shall be the Chair; Vice-Chair; Secretary; and Treasurer. They shall be known as the Executive Team.

Section 4.02 Elections

Nominations for Board of Directors will be accepted based on the 12 sectors. A person nominated for the office must be a member of the Coalition in good standing. Officers shall be elected for a term of two-years, and may serve in the same capacity for additional terms at the discretion of the Board or membership. When an office is vacated before the end of the term, the Board of Directors shall elect a replacement within ninety days.

Section 4.03 Duties

Chair: The Chair shall preside at all meetings. She/he shall have the authority to sign all contracts and obligations authorized by the Board of Directors, acting in accordance with their delegated authority to bind the corporation to contractual obligations. She/he shall annually appoint all committees. She/he shall perform such other duties as may be assigned by Board of Directors.  

Vice-Chair: The Vice-Chair shall attend meetings of the Board of Directors. The Vice-Chair shall preside over the meetings in the place of the Chair should he/she becomes incapacitated. The Vice-Chair shall perform such other duties as may be assigned by the Chair.

Secretary: The Secretary shall attend meetings of the Board of Directors; ensure that minutes of the meetings are taken, approved and stored; give proper notice of all meetings to all Board of Directors members and members as herein provided and perform such duties as may be prescribed by the Chair of the Board of Directors.

Treasurer: The Treasurer shall attend meetings of the Board of Directors. The Treasurer shall be certain that all financial operations are maintained in accordance with approved practice and the fiscal policies of the organization. The Treasurer shall analyze and deliver to the Board of Directors periodic financial statements.   The Treasurer shall have the authority to sign all expenditures authorized by the Board of Directors acting in accordance with his/her delegated authority to bind the corporation to contractual obligations. The Treasurer will work within the guidelines of the Fiscal Policies and Procedures.

Article V: Meetings

Section 5.01 Regular Meetings

Regular meetings shall be held by the Board of Directors quarterly at a regularly scheduled time and place unless otherwise directed by a majority vote.

Section 5.02 Special Meetings

Special meetings of the Coalition’s Board of Directors may be called by the Chair or by the Executive Director as necessary. Special meetings are to be called for special purposes or issues and agenda items must be related to the special items.

Section 5.03 Notice of Meetings

The Executive Director of the Coalition will public notice all meetings of the Board of Directors. Notice of all meetings shall be sent via email at least 5 business days before the meeting to the usual business address of the Directors. Emergency meetings may be called by telephone at least one day before the meeting. The Agenda shall be posted with the notice.

Section 5.04 Quorum

At all meetings of the Board of Directors, a majority of the directors present shall be necessary and sufficient to constitute a quorum for the transaction of business. The act of the majority of directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may otherwise specifically be provided by statute, by these By-laws, or by the Articles of Incorporation.

Section 5.05 Proxies

Each director will have one vote. Proxy voting will be allowed. Proxy must be designated in writing to the Board of Directors through the Executive Director.

Section 5.06 Public Participation

Meetings of the Board of Directors are open to the public, except in cases in which matters involving litigation or personnel issues may be discussed. Public participation may be allowed by the Chair at the point designated on the agenda, provided that persons wishing to speak shall have requested their purpose for addressing the Board, and the Chair has granted their request. Public participation is generally limited to a 3-minute statement.

Section 5.07 Minutes

Minutes are to be taken at all Board and Committee meetings and approved at the next meeting of the Board or Committee. Written minutes, after approval, are to be maintained for the life of the organization.

Article VI: Committees

Section 6.01 Purpose

The Coalition Board or Directors, Executive Team or Executive Director may establish standing committees. The purpose of the committees is to plan and execute the activities necessary to successfully accomplish the strategic objectives of the Safe Climate Coalition. There will be the standing committees, which are the following:

1. Executive Committee

The Executive Committee shall consist of all officers and the Executive Director. The majority of officers present constitute a quorum. The Executive Director shall be a non-voting member. The Executive Team shall meet as needed. A quorum of the Executive Team shall be a majority of the members present or voting via proxy.   During the period between regularly scheduled meetings of the Board of Directors, the Executive Team may act on the behalf of the Board. Any actions taken by the Executive Team shall be reported to the Board at the next regularly scheduled meeting. The Executive Committee will:

  • Act in emergency situations where it is either impossible or inconvenient to conduct a meeting of the Board.
  • Assist the Executive Director in establishing performance goals and objectives by participating in strategic planning.

2. Board Development Committee

The Board Development Committee shall consist of three members including the Executive Director. It shall be their duty to report and make recommendations to the Board of Directors concerning all matters of board development, including: selection, orientation, education, recognition, rotation and separation.

3. Finance/Fundraising Committee

The Finance/Fundraising Committee shall consist of three to nine members including the Treasurer. It shall be the duty of this Committee to report and make recommendations to the Board of Directors concerning all financial affairs. The Finance/Fundraising Committee will:

  • Ensure planful, strategic fundraising with a specific fundraising target.
  • Establish an annual budget plan – plan means of supplementing the coalition’s income including but not limited to planning and executing special fundraising events, and other activities as may be deemed appropriate.
  • Provide support to the Executive Director as he/she is pursuing federal, state and private foundation funding.
  • Create a plan that will guide the organization in seeking funding from an array of outside sources. Must identify and community with potential donors to support the work of the organization. Devise a marketing plan identifying needs of the Lake County target audience in relation to the Coalition’s mission, products, services and programs of the Coalition.
  • Be provided with staff support in identifying the best practices of the Coalition, tracking all funding including the acknowledgement and receipts along with quarterly reporting.

Section 6.02 Membership

Any interested citizen of Lake County may be a member of the Committees by:

  • Filling out an official Membership Form
  • Attending more than one Coalition Meeting
  • Registering to serve on a Committee

All members will be entitled to one vote.

Section 6.03 Committee Chair

The Coalition membership shall elect a chair to preside over Committee meetings and serve on the Board of Directors. Officers shall be elected for a term of one year, or until their successors are elected. When an officer is vacated before the end of the term, the Executive Team shall elect a replacement within ninety days.

Section 6.04 Meetings

The Committees will meet every other month or as needed.

Section 6.05 Ad Hoc Committees

Ad Hoc Committees can be appointed by the Chair, with Board approval, at any time. Ad Hoc Committees shall be comprised of Board members and/or other persons qualified to render assistance. Ad Hoc Committees are to be appointed to provide specific recommendations to the Board of Directors and are to be dissolved following completion of the assigned task.

Article VII: Membership of the Coalition

Section 7.01 Composition

Any person or organization that has an interest in Lake County will be eligible for     membership and may apply for membership by contacting the Executive Director of the Safe Climate Coalition or attending a regular Coalition meeting. Applicants for membership will fill out an application form which will be reviewed by the Board of Directors.

Section 7.02 Meetings

A meeting schedule will be provided and reminders of each monthly meeting will be sent to members on a timely basis. The Executive Director or designee will chair all general meetings. The quorum of a general membership meeting will be those members present.

Section 7.03 Privileges

The privileges of membership of the Coalition of Lake County will include participation in one or more of the standing committees.

Article VIII: Administration

The Executive Team shall provide for the proper day-to-day management of the organization by appointment of a qualified Executive Director.

Section 8.01 Employment

The Board of Directors shall employ an Executive Director who shall serve at the pleasure of the Board pursuant to a contract approved by the Executive Team and signed by the Board Chair and the Executive Director. The contract shall include provisions for an annual Board evaluation of the Executive Director.

Section 8.02 Duties

The Executive Director is the chief administrative office of the organization, responsible to the Board of Directors and Executive Team for the overall management and operation of the organization. The Executive Director shall convey to the Board of Directors and Executive Team the concerns and recommendations of the staff and/or contractors and is responsible for implementation of Board policies. The Executive Director is responsible for the hiring and termination of all employees of the organization pursuant to the Board approved personnel policies. The Executive Director is a non-voting member of the Board of Directors and the Executive Team. The Executive Director is also responsible for providing support to all Board of Directors, Executive Team, standing and Ad Hoc Committees or appointing an appropriate staff member to provide the Committee support.

Article IX: Fiscal Year

The Fiscal year of the organization shall commence on October 1 of each year and end on September 30.

Article X: Rules of Order

The Rules of Order for this organization shall be the newest revision of Roberts’ Rules of Order provided that they are not inconsistent with these By-laws.

Article XI: Amendments

These By-laws may be altered, amended, or repealed at any meeting of the Executive Team, Board of Directors OR by a vote of two thirds of the Coalition members in attendance, provided that a written notice of the proposed changes were provided to the Board members 10 days prior to the meeting and also provided that the proposed changes were clearly described in the Order of Business (agenda) for the meeting. These By-laws shall be reviewed by the Board of Directors or referred to the Executive Team for review every two years or as needed.

Amended and adopted, on September 4, 2015 by the Board of Directors of the Safe Climate Coalition of Lake County, Inc.