BOARD OF DIRECTORS BY-LAWS

Transcription

1 SHASTA HEAD START CHILD DEVELOPMENT, INC. BOARD OF DIRECTORS BY-LAWS Article I Name The name of the Corporation is Shasta County Head Start Child Development, Inc. Article II Purpose Shasta Head Start (SHS) is operated as a private/non-profit corporation within the meaning of Section 501(c) (3) of the Internal Revenue Code. Shasta County Head Start Child Development, Inc. is dedicated to making a positive difference in the lives of young children. The program provides opportunities for education, parenting support and resources to low income families in our communities. The Shasta Head Start Child Development, Inc. Board of Directors shall have legal and fiscal responsibility for Shasta Head Start. Article III Board of Directors Composition Voting membership shall consist of nine (9) representatives selected as follows: a. One (1) present parent -- the Policy Council (PC) chairperson or the PC vice chair if chair is not available. b. Three (3) past parents elected by the Board of Directors. c. One (1) member shall have experience or background in fiscal management. d. One (1) member shall be a licensed attorney. e. One (1) member shall have a background in early childhood development. f. Two (2) other representatives elected by the Board of Directors from the community at large who have, by their civic involvement, demonstrated a concern for the welfare of children and families, and have expertise in education, business administration, or community affairs. Further, representatives will have demonstrated special knowledge and concern for the purpose and functions of the Corporation. g. A staff member, regardless of his or her status as a parent, may not be elected as a voting member of the Board of Directors. h. A new member shall be elected as described for regular elections whenever a Board member vacates his or her position, resigns or is recalled. *If a person described in c, d, or e is not available to serve as a member of the BOD, the BOD shall use a consultant, or another individual with relevant expertise, with the qualifications described who shall work directly and as needed with the BOD.

2 Article IV Powers of the Board of Directors The Board of Directors will: a. Exercise legal and fiscal oversight of Shasta Head Start and will oversee compliance and correction in applicable requirements. b. Appoint the Executive Director and prescribe the duties and responsibilities of the Executive Director and has sole responsibility for the removal of the Executive Director from employment if necessary. c. Select the auditor for the annual audit and receive audit report for its approval. d. Design, review and determine policies and procedures for the agency, consistent with 45 CFR Part 1304 Appendix A. e. Determine overall program plans and priorities with the PC and assure that coordination occurs with the PC. f. Approve all program proposals and budgets. Authorize procedures for the signing of contracts, disbursements of funds, and the annual independent audit. Assure appropriate internal controls to safeguard all funds, property and other assets. g. Oversee compliance with all conditions of grants. h. Appoint Board membership on all standing and special committees, and call for written reports to ascertain the progress and effectiveness of any project, program or committee in achieving its goals. i. Review and approve for basis of program goal development, including the Community Assessment. j. Adopt any program, develop any policies and pursue such funding from any source(s) pursuant to the purposes and goals of this corporation as set forth in these By-Laws. k. Approve the composition of the Policy Council membership annually. l. Approve personnel policies and procedures, including policies and procedures regarding the hiring, evaluation, compensation, and termination of the Executive Director, Operations Director, Deputy Director and Human Resource Specialist. m. Review corrections to annual self assessment as well as periodic reports of ongoing monitoring. n. Approve recruitment and selection criteria for enrolling families. Article V Board of Directors Officers Selection of Board Officers: a. The Board of Directors shall elect from among its members the following officers who compose the Executive Committee: Chairperson Vice Chairperson Secretary b. Nominations shall be made from the Board as a whole at its annual meeting in the December meeting during odd numbered years. c. Election of officers shall take place at the next regular meeting of the even numbered years and they shall hold their position until the expiration of the term.

3 Duties of Board Officers: a. Chairperson: Convenes all meetings and presides over them, maintaining order at all times. He or she shall have other powers consistent with the By-Laws, as required, in conjunction with the Executive Director. The Chairperson shall be a member of all standing committees. b. Vice Chairperson: Know the duties of the Chairperson and perform those duties in the absence or disability of the Chairperson. The Vice Chairperson also performs such duties as are designated by the Chairperson. c. Secretary: As Secretary, record, or cause to be recorded, full and complete records of the attendance and proceedings of all meetings of the Board of Directors. Maintain and conduct all Board correspondence. Article VI Term of Office A 2-year term of office for Board members shall begin in January. Each officer will hold office for two (2) years. A Board officer may succeed himself or herself for consecutive terms upon reelection by the Board. A Board member may continue to serve until resignation or removal from membership as set forth in Section IX. Article VII Meetings and Votings a. Meetings of the Board of Directors will be held once a month (except July) at a time and place to be determined by the membership of the Board. b. Board meetings will be open to the public. The Chairperson reserves the right to limit discussion to voting members in circumstances where resolution of issues is necessary. The Board will hold closed sessions for personnel and recall procedures. c. A quorum of the Board shall be 51% of the seated Board of Directors. d. A majority of those present at the meetings will make decisions, provided a quorum is established, and unless otherwise stipulated in these By-Laws. e. Voting shall be done by voice or show of hands, unless a voting member requests that a roll call vote or secret ballot be used. f. The Chairperson will not vote, except in the case of a tie, and has no authority to make and/or second motions. Article VIII Standing Committees The following committees are established to assist the BOD in specific Head Start functions: a. Personnel Committee: Membership shall consist of the following persons: 1. Two members of the Board of Directors, one serving as alternate. 2. Board of Directors Chairperson.

4 The committee s duties shall be as follows: 1. Review and recommend all personnel policies, procedures and code of conduct every two years, or as needed. 2. Serve as an appellate body to review complaints and to investigate conditions of grievance brought by employees. 3. Review annual compensation and retirement plans for employees and recommend job classifications as needed. 4. Recruit, screen and evaluate applicants for the position of Executive Director; forward a list of eligible candidates to the Board of Directors from which to choose an Executive Director. 5. Approve procedures for recruitment, screening and hiring of candidates for all other staff positions. b. Program Committee: Will meet throughout the year to assess services being provided, and to validate that sufficient services are being provided to the Head Start community. This committee is composed of Board members, staff and community representatives. The committee s duties shall be as follows: 1. Review and approve agency procedures for planning in accordance with 45 CFR Part 1305 and Review and approve the agency s philosophy and in establishing long and short term program goals and objectives. 3. Review and approve the recruitment and geographic expanded areas, which will be served within the Shasta Head Start service area. 4. Set criteria that defines who receives priority for recruitment, selection and enrollment. 5. Determine the locations of centers, classes, or home-based or family child care services. 6. Review and approve a plan for recruitment and selection of eligible children and families. 7. Establish program priorities based on the Community Assessment, family needs, organizational/quality needs in preparation of program goals, and application of funds. 8. Review and approve the program work plans. 9. Review and approve a method for self assessment of the agency s Head Start program. c. Finance/Audit Committee: Membership shall consist of the following: Three representatives from the Board of Directors, one being the Board Chairperson, and the others being any other Board members.

5 The committee s duties shall be as follows: 1. Review and approve financial management, accounting, procurement and reporting policies and procedures. 2. Advise and recommend on programmatic fiscal needs. 3. Receive from the Planning Committee priorities for program expenditures; eligibility criteria, review current and proposed funding; and assist in preparing annual budget according to grant guidelines. 4. Revise, as necessary, fiscal allocations for scope of services based on monthly budget reports, program self-evaluation assessment and community needs. 5. Receive budget recommendations from Policy Council for BOD approval. 6. On an annual basis, select an independent financial auditor. 7. Oversee audit process. 8. Communicate with auditors concerning final audit results. 9. Monitor the agency s actions to correct any audit findings and of other action necessary to comply with applicable laws, governing financial statement and accounting practices. d. AD-HOC and other Committees: 1. The chairperson of the Board may establish Ad-Hoc Committees to respond to special situations as they arise. Such committees may not exist for more than two years without the approval of the Board of Directors. 2. Task specific, time limited committees are routinely established as needed. These include, but are not limited to: o Self Assessment o Priority and Selection o Community Assessment o Planning o Education, Transition and Advisory Committee Article IX Resignation or Removal from Membership Resignation. Any Board Member who is unable to complete his/her term of office should submit a written letter of resignation to the Board of Directors. This will create a vacancy and the vacancy will be filled according to Article III. Removal of Board Members. The Board may, by 2/3 vote of the members present at a regular or special meeting; terminate membership of a member on the Board for any of the following reasons: a. Absence from three (3) consecutive meetings, without notice, in a 12-month period. b. Violation of code of conduct, including conflict of interest provisions. Determine that removal of a member is in the best interest of the Head Start program or the mission of the organization.

6 Article X Conflict of Interest Members of the Shasta Head Start BOD shall identify, address and resolve conflicts of interest of the BOD and Shasta Head Start. Members of the BOD shall not: a. Have a financial conflict of interest with Shasta Head Start; examples of conflict of interest include, but are not limited to, situations in which a Board member: Negotiates or approves a contract, purchase, or lease on behalf of SHS and has a direct or indirect interest in, or receive, personal benefit from, the entity or individual providing the goods or services; Sells products or services in competition with SHS; Uses SHS facilities, other assets, employees, or other resources for personal gain; or Receives a substantial gift from a vendor, if the Director or employee is responsible for initiating or approving purchases from that vendor. b. Receive compensation for serving on the BOD or for providing services to Shasta Head Start; c. Be employed, nor shall members of their immediate family be employed by Shasta Head Start; and d. Operate as an entity independent of staff employed by Shasta Head Start. At the beginning of each term, Board members shall sign a statement declaring that they do not have a conflict of interest as provided in item (a.) above. Complaints or conflicts of interest of a Board member shall be referred to the Personnel Committee of the Board to review, investigate and disclose, and make a recommendation for resolution to the Board. The Board will review the recommendation and decide on the action required. Article XI Stipulations Meetings may be tape recorded only if approved by 51% of those present at the meeting. Any product created using Head Start funds becomes the property of the Corporation, releasable only by permission of the Board of Directors. Article XII Amendments These By-Laws may be amended at any regular business meeting of the Board of Directors by a two-thirds (2/3) vote, provided the amendment has been submitted, in writing, either by U.S. Mail or in person, and received by all members not less than six (6) calendar days prior to the meeting. All amendments shall take immediate effect upon adoption unless specifically dated within the content of the amendment.

7 Article XIII Preliminary Authority The rules contained in the Roberts Rules of Order, Revised, shall govern this organization so long as they do not conflict with federal, state or local laws, or Health and Human Services and state program guidelines. Adopted Board By-Laws BOARD OF DIRECTORS: Signature, Chair Date