BYLAWS OF RIO ARRIBA COMMUNITY HEALTH COUNCIL ARTICLE I NAME, OFFICE, NON-PROFIT STATUS Section 1: Name. The name of the corporation is the Rio Arriba Community Health Council. Section 2: Location and Staffing. The principal office shall be located within the Rio Arriba Health and Human Services Department in the Rio Arriba Health Commons. Rio Arriba HHS shall provide staff support for the council. Section 3: Fiscal Agency. Rio Arriba County shall act as the fiscal agent of the council. ARTICLE II VISION, MISSION, PURPOSES, AND MEMBERSHIP Section l. Vision: To create an environment in which individuals, families and groups can feel safe and develop to their fullest potential. Section 2: The Rio Arriba Community Health Council is the designated health and human service planning council and policy advisory board to the Board of Rio Arriba County Commissioners. Section 2. Statement of Purpose: The mission of Rio Arriba Community Health Council is to mobilize resources needed to meet the health, education and social welfare needs of Rio Arriba County. The mission of the council shall be accomplished through the following goals: (a) To involve providers and community members through open dialogue (pláticas) to better understand the social service needs of the people. (b) To promote partnerships between agencies and organizations for improving the delivery services. (c) To incubate beneficial programs in coordination with local government and non-profit agencies. (d) To collaborate with other community development efforts to improve social conditions of the area including the rural underserved. (e) To educate communities and raise public consciousness about matters pertinent to the health, safety and welfare of families. (f) To engage member agencies and consumers through action research to determine the effectiveness of services, to include cultural competence. (g) To involve the community in formulating social policy. Section 3. Membership: Membership in the Rio Arriba Community Health Coalition shall be open to associations, agencies and organizations serving Rio Arriba County as set forth below. 1) Membership in the full coalition shall be open to any agency serving Rio Arriba residents and to any interested resident of Rio Arriba County. 2) There shall be no membership dues. 3) Each coalition member will have one vote on all matters brought to the attention of the membership at full Coalition meetings. 4) The Advisory Council may remove any member who is in violation of the mission and purposes of the council through a two-thirds majority vote of the full coalition. 5) Any member whose membership is terminated has the right of appeal before the next scheduled meeting of the membership. Reinstatement requires a two-thirds majority vote of the membership. ARTICLE III ADVISORY COUNCIL Section 1: Election, number, composition, and term of office. (a) The Rio Arriba Community Health Council will solicit a list of volunteers from the full coalition to sit on the advisory board. The Council will select a list of recommendations for Council membership to the Board of Rio Arriba County Commissioners by November of each calendar year. The Board of Rio Arriba County Commissioners shall appoint the members of the advisory council by December. (b) The number of directors will be no less than seven and no more than fifteen. (c) The Board of Rio Arriba County Commissioners may appoint alternate members, at the request of the council, who may vote and may be counted towards a quorum if the full number of members is not present. Members and alternates shall not number more than fifteen at any meeting. The council president, with the consent of the council, may appoint alternates as voting members at the start of each meeting. (d) The board will assess membership annually and will strive to assure council representation reflecting the demographics of the county as described in the health profile. It is recognized that due to the volunteer nature of the council, this diversity may not always be achieved. (e) The membership of the Advisory Board must be approved by the Board of County Commissioners at least once annually. The Board of County Commissioners may amend the roster to fill vacant positions or as needed. Section 2: Expectations of members: Active participation by member or member’s representative in person or via phone at a minimum of nine monthly meetings. Section 3: Standing committees. The Board of Directors may elect an Executive Committee which may conduct business during intervals between meetings of the Board of Directors to the extent permitted by law. The Board shall appoint committees as needed to meet the needs of the County and the Board. Other County HHS-related councils such as (but not limited the DWI Council, the Local Collaborative Steering Committee, the Rio Arriba Youth Service Providers, the System of Care Committee, the Local Emergency Planning Council and the Rio Arriba Food Council shall act as sub-committees. Their input will be incorporated into all comprehensive health planning activities conducted by the council, by the Rio Arriba Health and Human Services Department, Emergency Management and the Rio Arriba Planning and Zoning Department. Section 4: Subcontracts. No council member may be offered an individual contract for coordination, evaluation or other services through the auspices of the council, or through a grant intended to fund the council. Agencies which participate in the council may participate in resource development activities and may become fiscal agents, recipients or subcontractors of grant proposals developed by the council. ARTICLE IV Officers Section 1: Number. The officers of the council shall consist of a president, vice-president, and a secretary. Assistants to these officers may be appointed from time to time. Section 2: Appointment and term. The principal officers shall be elected by the advisory board at its first meeting after the official adoption of the roster. New officers may be elected to fill vacant seats as needed. Section 3: Resignation and removal. An officer may resign at any time by delivering thirty (30) days notice to the advisory board. The vacancy may be filled prior to the effective date of resignation, but the successor may not take office until the effective date. The board of directors may remove any officer at any time with or without cause. Section 4: President. The president shall work with County HHS staff on behalf of the council to convene meetings of the advisory board or full coalition, set agendas and make those decisions delegated by the advisory board and coalition. The president shall give notice to any board members who are in danger of being removed or who have been removed. Section 5: Vice President. In the absence of the president, or in the event of the death, inability, or refusal to act of the president, a vice president shall assume the duties of the president. The vice-president shall do such work as the president may delegate, so that, if the board so decides at the next annual meeting, a vice president may succeed to the presidency. Section 6: Secretary. The secretary will be responsible for: (a) Cause to be prepared minutes of all meetings of the board of directors and the Executive Committee; (b) Authenticate records of the council; (c) Give all notices required by law and by these by-laws; (d) Have general charge of the books and records; (e) Sign such instruments as may require such signature; (f) Prepare reports required by state law in a timely manner; (g) Keep track, using an excel spreadsheet or other tool, of board and coalition attendance notifying the board and president, when necessary, of excessive absenteeism at board meetings; (h) Perform all duties incident to the office of secretary as assigned by the president or the board of directors. Section 8. Coordination and Staffing. The Department of Health and Human Services shall provide staff to carry out the work of the council. ARTICLE V GENERAL PROVISIONS Section 1: Amendments. These bylaws may be amended or repealed, and new by laws may be adopted by the advisory board. The council shall provide at least seven (7) days written notice of any meeting of directors at which an amendment is to be approved, unless notice is waived. Any amendment must be approved by at least a majority of the directors in office at the time the amendment is adopted. Any amendment must be approved by the Board of Rio Arriba County Commissioners. Section 2: Fiscal year. The fiscal year of the council shall be from July 1 to June 30th. Section 3: Financial reports. The council will not receive income, grants or revenues of any kind. The Rio Arriba Department of Health and Human Services will be responsible for supporting the operation of the council and its activities. The Rio Arriba Department of Health and Human Services will provide office space, equipment and materials to carry out the charge of the council, and may, if requested by the advisory board and if budget is allocated, provide stipends or mileage to board members who are not reimbursed for their time by an agency or organization. ARTICLE VI MEETINGS Secton 1: In order to insure the ongoing gathering of public input, the council will host platícas from time to time as deemed necessary in communities, covering on a rotating basis the varying geographic regions of the county. Representatives of the advisory board will attend and participate in the platícas on a rotating basis, and will report content to the advisory board at the next regular meeting. Presentations on topics of interest to the community may be presented at platícas to stimulate discussion. Section 2: Advisory board meetings. The advisory board will hold regular monthly meetings to discuss the health and human service needs of the county and the business assigned to them by the Board of County Commissioners. Platíca reports will be presented at board meeting along with reports from subcommittees. The Advisory board may schedule additional meetings, called by the President, on an as-needed basis. Section 3: Full Council Meetings/Town Halls. The full council will meet at least two times per year. Council meetings may include presentations and training workshops of interest to the membership, as well as discussions of interest to the members regarding health and human services or related policy matters. Additional meetings may be called by the president at the request of the members, the Board of County Commissioners or the HHS Director on an as-needed basis. Council meetings may be in addition to or combined with town halls. Section 4: Work Groups: From time to time, the president, on behalf of the advisory board and with their input, may call together ad hoc work groups to address specific issues. The work groups may be composed of advisory board members, coalition members and the general public. Section 5: Decision making: Whenever possible, decisions will be made by consensus. If consensus is not possible, a vote will be taken and the decision will be made by a majority of members present. A vote may follow a consensus decision for the purposes of record-keeping. Section 6:Reports to the Board of Rio Arriba County Commissioners. The advisory board will present a report to the Board of Rio Arriba County Commissioners on the condition of health and human services in the county at least once per year. They may elect to appear before the Board of Commissioners to discuss specific issues on an as-needed basis. Section 7: Quorums: A quorum constitutes 51% of the appointed advisory board. THESE BYLAWS were approved by the Rio Arriba Community Health Council on November 20th, 2009. THESE BYLAWS were duly adopted by the Board of Rio Arriba County Commissioners at the request of the Interim Health and Human Services Planning Council by resolution on December 29, 2009.