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ARTICLE I NAME The name of this organization is Pulaski Community Partners Coalition. ARTICLE II MISSION Promoting healthy families and a safe Pulaski County by connecting people, resources and ideas. ARTICLE III VISION Healthy families, a safe community. ARTICLE IV PURPOSES Section 1 The purpose of the Pulaski Community Partners Coalition shall be: IV-1-A To provide an organizational forum for collaboration and coordination between and among local agencies, businesses, churches and individuals throughout Pulaski County. IV-1-B To seek to improve the quality of life for our citizens by promoting health, wellness and education. IV-1-C To counteract harmful circumstances such as violence, substance abuse, and health and safety hazards, socioeconomic factors; and, other conditions that might harm our youth, families and communities. IV-1-D The Pulaski Community Partners Coalition is organized exclusively for charitable, educational and humanitarian purposes. IV-1-E In the event that this organization shall make monetary distributions, such distributions shall be made under Section 501c3 of the Internal Revenue Code (or the corresponding section of any future Federal tax code).
Section 2 In order to maintain a collaborative effort, the Pulaski Community Partners Coalition will maintain membership at an appropriate level. Appropriate level shall be considered as at least five (5) entities from those described in V-1. ARTICLE V BOARD MEMBERS Section 1 The governing body of the Pulaski Community Partners Coalition shall consist of not less than five (5) and not more than fifteen (15) representatives from the following areas (alphabetically):
a). Business Section 2 Board Members, Officers and Committee Members shall be elected at the Annual Meeting except to fill vacancies. Board members shall be elected for a term of two (2) years. Section 3 No Board Member shall serve more than three (3) consecutive two (2) year terms. Section 4 There shall be the following Standing Committees: a). Executive, having at least four (4) members with maximum of eight (8) members b). Nominating, having at least three (3) members c). Finance (authorized only if the organization receives funds) d). Public Relations, having at least two (2) members Section 5 Members may serve on more than one committee Section 6 The Board may establish other committees. Section 7 In the event that the Executive Committee finds that a Board Member’s service is contrary to the purpose of the Pulaski Community Partners Coalition, the Board may initiate a process of removal of that person from the Board. Recommendation for removal of a Board Member shall require a unanimous vote of the quorum present of the Executive Committee. If the Executive Committee forwards a recommendation to the Board for the removal of a Board Member, that Board Member shall have the right to appear before the Board and speak. A unanimous vote of the quorum of the Board Members present is required to remove a Board Member. Section 8 Board Members are expected to attend all board meetings. Board Members failing to attend at least three meetings within a six month period will be contacted by the Executive Committee Chair and asked to re-evaluate their commitment to the Pulaski Community Partners Coalition. Excessive absences will be a reason for removal from the Board. ARTICLE VI POWERS OF THE BOARD Section 1 The Board shall have the following powers: VI-1-A To manage the affairs of the Pulaski Community Partners Coalition on any and all matters; VI-1-B To have entire jurisdiction of all matters pertaining to the care, conduct, supervision and management of the Pulaski Community Partners Coalition and its finances and to make all appropriations; VI-1-C To enter into, make, transfer, or assign and carry out contracts to accomplish the purposes of the Pulaski Community Partners Coalition. ARTICLE VII OFFICERS OF THE BOARD Section 1 The officers of this Board shall be a Chair, Vice-Chair, Secretary and Treasurer. Section 2 All officers shall be Board Members and shall be elected to serve for one (1) year terms by a majority of the members present at the Annual Meeting. Officers will serve no more than two (2) consecutive terms in the same office. Vacancies may be filled by a majority vote of a quorum of the Board Members at a regular Board Meeting upon recommendation of the Executive Committee. Section 3 Duties of Officers: VII-3-A The Chair shall preside over all meetings of the Board and the Executive Committee; shall appoint, with the advice and consent of the Board, all Committee Chairs and Committee Members, and shall enforce all laws and regulations of the Pulaski Community Partners Coalition. The Chair shall serve as the Chief Executive Officer of the Board and shall be authorized, at the discretion of the Board, to enter into any contracts on behalf of the Pulaski Community Partners Coalition. The Chair shall perform such other duties as may be assigned by the Board. VII-3-B The Vice-Chair shall perform duties of the Chair during the absence of the Chair. In the event of the death or disability of the Chair, the Vice-Chair shall assume the duties of the Chair until the end of the original term of the Chair. The Vice-Chair shall perform such other duties as may be assigned by the Chair or the Board. VII-3-C The Secretary shall insure the recording and retention of the Minutes and other official reports of the Pulaski Community Partners Coalition. The Secretary shall perform such other duties as may be assigned by the Board. VII-3-D The Treasurer shall insure the responsible accounting of all assets of the Pulaski Community Partners Coalition. The Treasurer shall be responsible for establishing a checking account in a bank located within Pulaski County in the name of Pulaski Community Partners Coalition. The Treasurer shall be bonded at the expense of the Pulaski Community Partners Coalition for an amount that is equal to or greater than the total of monies to be held at any given time. All checks or funds disbursed from the account shall be authorized by a voucher signed by the Chair and Treasurer. All checks shall require both the signature of the Chair and the Treasurer. An accounting of all funds shall be presented in writing to the Board at its monthly meeting as well as provide a complete report of the accounts at the end of each fiscal year. The account(s) shall be audited by an outside source on an annual basis by an entity qualified to complete such audit. The Treasurer shall perform such other duties as may be assigned by the Board. VII-3-E If so deemed by the Executive Board, in lieu of a Treasurer, the fiscal agent shall be the New River Valley Community Services Board. The accounting for the receipt of funds and disbursement of such shall follow the “generally accepted accounting guidelines” which the New River Valley Community Services Board follows. The New River Valley Community Services Board shall provide a monthly account of the funds belonging to the Pulaski Community Partners Coalition as well as an annual accounting. The funds of the Pulaski Community Partners Coalition shall be audited with the funds of New River Valley Community Services Board. Section 4 Terms of Office shall be from July 1 through the following June 30 to match the fiscal year of the agencies comprising a part of the Pulaski Community Partners Coalition ARTICLE VIII MEETING Section 1 All regular meetings shall be governed by Robert’s Rules of Order, Revised or the latest edition. Section 2 There shall be twelve (12) regular meetings of the Board during each calendar year, including the Annual Meeting. The Chair shall have the authority to reduce the total number of meetings during the year to no less than ten (10) based on vacation and holiday schedules of the majority of the Board Members. Section 3 The Annual Meeting of the Pulaski Community Partners Coalition shall be held in May of each year, at which the election of officers will take place. ARTICLE IX COMMITTEES OF THE BOARD Section 1 All actions of the Committees shall be reported to the Board for information. Section 2 Board Members shall make recommendations through the Chair to Committees on which they do not serve. Section 3 A Committee quorum shall consist of a majority of its Members. Section 4 Duties of Committees: IX-4-A All Committees shall set objectives consistent with the Mission and Vision of the Pulaski Community Partners Coalition. IX-4-B The Executive Committee shall consist of all Officers. Others shall be appointed by a majority vote of a quorum present of the Board. Between meetings of the Board, regular or special, the Executive Committee shall have and exercise all powers of the Board, excepting: amendment to the By-Laws, removal of Officers and Board Members, and the election of Officers, excluding the filling of vacancies. IX-4-C The Nominating Committee shall submit to the Board its nominations for Board Members and Officers. IX-4-D The Finance Committee shall recommend fiscal policy and budgets in accordance with the Mission and Vision of the Pulaski Community Partners Coalition. IX-4-E The Public Relations Committee shall develop a comprehensive public relations program for the Pulaski Community Partners Coalition. IX-4-F Other Committees shall be established as deemed necessary by the Board. ARTICLE X FINANCES Section 1 All money secured or obtained from any source for the operation or other purposes of the Pulaski Community Partners Coalition shall be given to the Treasurer or Fiscal Agent. A signed receipt must be given by the Treasurer for all funds conveyed to the Treasurer. Section 2 The fiscal year shall be from July 1 though June 30 the following year. Section 3 New River Valley Community Services shall act as fiscal agent for the Pulaski Community Partners Coalition with reference to specific and designated grant funds. Pulaski Community Partners Coalition, may at its option, remove or replace the designated Fiscal Agent at such time that Pulaski Community Partners Coalition so deems it to be in the best interest of Pulaski Community Partners Coalition. Nothing herein shall abridge, remove, modify or otherwise change the New River Valley Community Services’ Fiscal Agent capacity to administer those specific grant funds received in the name of Pulaski Community Partners Coalition for the benefit of Pulaski Community Partners Coalition. Section 4 No part of the gross or net earnings of the Pulaski Community Partners Coalition shall inure to the benefit of, or be distributed to its members, trustees, directors, officers or other private persons, except that the Pulaski Community Partners Coalition shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)3 purposes. No substantial part of the activities of the Pulaski Community Partners Coalition shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the organization shall not carry on any other activities not permitted to be carried on (a) by an organization exempt from Federal income tax under Section 501(c) 3 or Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by an organization, contributions to which are deductible under Section 170 (c) (2) of the Internal Revenue Code (or corresponding section of any future Federal tax code). Section 5 Upon the dissolution of the Pulaski Community Partners Coalition, assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)3 of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government or to a state or local government for a public purpose. ARTICLE XI AFFIRMATIVE ACTION Section 1 It is the policy of the Pulaski Community Partners Coalition to comply with all appropriate State and Federal requirements pertaining to nondiscrimination on the basis of race, color, religion, national origin, age or sex.. This Pulaski Community Partners Coalition encourages the input of all relevant minority and cultural groups to its deliberations and in its policy making. The actions of the Pulaski Community Partners Coalition shall in all ways reflect sensitivity to the diverse groups within our pluralistic, democratic republic. ARTICLE XII AMENDMENTS OR REVISIONS Section 1 To amend these By-Laws, notice of the proposed amendment shall be mailed to all Board Members at least ten (10) days prior to a regular Board Meeting. At that meeting, at least a two-thirds vote of the quorum shall be required for adoption. Approved and adopted as amended by the Board of Pulaski Community Partners Coalition, upon receiving the vote of a majority of the founding members present. Signed: State of Virginia, County of Pulaski on this the Tenth day of December, 2004
Board Chair:______________________________(Attest) Board Vice Chair:__________________________(Attest) Board Secretary:___________________________(Attest)
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