NORTHWEST WISCONSIN HEALTH CARE COALITION BY-LAWS

Transcription

1 NORTHWEST WISCONSIN HEALTH CARE COALITION BY-LAWS ARTICLE I NAME OF ORGANIZATION The name of the organization shall be the Northwest Wisconsin Health Care Coalition, hereafter referred to as the Coalition. The organization was formerly known as the DHS Wisconsin Hospital Emergency Preparedness Program (WHEPP) Region 1. ARTICLE II PURPOSE & MISSION Section A: Purpose The purpose of the Coalition is to enhance and sustain the Northwest Wisconsin region s ability to prepare for, respond to, and recover from small or large-scale events and other resourcedraining incidents that have a public health and medical impact. Section B: Mission The mission of the Coalition is to support and advance emergency preparedness response and capacity within the Northwest Wisconsin region by facilitating collaboration with healthcare partners, member agencies, and other ancillary partners. The Coalition will coordinate emergency planning and exercises, provide training and education, and will equip personnel and response agencies with resources to promote health care response and recovery. ARTICLE III MEMBERSHIP Section A: Membership Coalition members shall be those who have an emergency response or healthcare role within the Coalition s geographic borders as assigned by the State of Wisconsin DHS (see Addendum A). All members are eligible to serve on the Board of Directors and workgroups. Coalition Members include, but are not limited to: Hospitals/Clinics Fire & Emergency Medical Services (EMS) Public Health Departments Emergency Management Tribal Clinics Community Health Centers Specialty Services (i.e. dialysis) Long Term Care/Skilled Nursing Facilities Trauma/NWWI RTAC Home Health & Hospice Public Service Answering Points (PSAP) (911 Centers) Mental/Behavioral Health Community and Faith-based Organizations Law Enforcement Transport Services Medical Examiners/Coroners

2 Section B: Membership Expectations Each member agency or organization will be represented by a designee appointed by the member organization. To be a member in good standing, designees need to attend 50% of Regional Coalition meetings, either in person, or via electronic communication. Designees are expected to represent the best interest of their parent agency, entity, organization, group, business, or government without personal biases and are encouraged to participate in one or more work groups. Section C: Decision-Making Decisions shall be made by consensus. If consensus cannot be reached, the Board of Directors will vote on an item, following the rules of these bylaws. Voting will require a ½ majority vote of all members in good standing, present, and voting. Electronic voting will be permitted. There will only be one vote allowed per eligible organization, facility, or entity. ARTICLE IV BOARD OF DIRECTORS Section A: Board of Directors The Board of Directors, hereafter referred to as the Board, shall serve as the governing body of the Coalition. The Board shall be made up of elected members from the following disciplines: a. 2 Hospital b. 1 Public Health c. 1 Emergency Medical Service d. 1 Trauma Center e. 1 Emergency Management f. 1 Long Term Care g. 2 At-Large (from the various other partner organizations) Section B: Election The Board shall be elected from received nominations by majority vote of the Coalition membership at the annual meeting of each fiscal year that coincides with the elected member s term of office. Nominations for the Board of Directors shall be made by any Coalition member in good standing either in writing or verbally. Coalition members may be nominated for office by themselves or by other Coalition members. Section C: Terms of Office The terms of office for each of the elected Board Members shall be two (2) years, from July 1 through June 30 th of the second year. Exceptions to the terms of office following the initial

3 election of officers may be required. No member may serve more than three (3) consecutive terms. Section D: Duties of the Board of Directors The duties of the Board shall include, but are not limited to: participation in a monthly meeting, virtually or face to face with NWWI HCC staff (Health Care Coalition Coordinator, RTAC Coordinator & Medical Advisor, as contracted by the Wisconsin Department of Health Services); provide guidance for initiatives of the Coalition; assure grant responsibilities are met along with NWWI HCC staff; develop a Coalition budget in collaboration with NWWI HCC staff; develop budget requests that provide justification, documentation for implementation, and submission requirements to WI DHS for final approval; serve as regional ambassadors for the Coalition; be responsible for evaluating regional proposals, reports, and recommendations initiated by workgroups on behalf of other regional partners and stakeholders; have a voice to either endorse or not endorse fiscal expenditure proposals and forward them to the Coalition membership where final fiscal decisions are made; and provide representation to the State Health Care Coalition Advisory Group (See Addendum B). Section E: Vacancies Any vacancy occurring on the Board arising at any time and from any cause may be filled by vote of the Coalition membership at the next general or special meeting. A Board member elected to fill a vacancy will hold office for the unexpired term of his or her predecessor. Section F: Notice of Meetings Regular meetings of the Board may be held at such times as the Board determines. Dates will be scheduled, published and posted as far in advance as possible. All meetings will be considered open. Section G: Special Meetings A Special Meeting of the Board may be held at the request of the Chairperson, by a majority of the Board Members then in office, or by request of at least 25% of the membership in good standing. Notice of special meetings of the Board will be given at least five business days prior to the meeting. The object of such special meetings will be stated in the call to meeting and no other business will be transacted. A quorum must be present to conduct official business at a special meeting. Section H: Quorum

4 At any meeting of the Board, a majority of the members then in office will be necessary to constitute a quorum for the transaction of business. Section I: Voting At all meetings of the Board, each member will have one vote. In the event that there is a tie in any vote, the Chair shall have an additional vote to be the tie-breaker. Section J: Removal Any Board member may be removed for cause by vote of the Board provided there is a quorum of not less than a majority present at the meeting at which such action is taken. Section K: Resignation Any Board member may resign from office at any time by delivering a resignation in writing to the Board, and the acceptance of the resignation, unless required by its terms, will not be necessary to make the resignation effective. ARTICLE V: OFFICERS Section A: Officers Officers of the Board shall consist of the Chairperson, Vice-Chairperson, and Secretary. Section B: Election Officers shall be elected from among the Board members at the first Board meeting of the fiscal year. Section C: Terms of Office Officers of the Board shall serve two (2) year terms. Election of the Chairperson and Secretary shall occur during odd numbered years. Election of the Vice-Chairperson shall occur during even numbered years. No officer may serve in the same position for more than three (3) consecutive terms. Section D: Duties of Elected Officers At a minimum, the following duties shall be completed by the listed officers: The Chairperson will: preside at all meetings of the Coalition and Board; approve meeting agendas; facilitate all consensus and/or voting decisions; assign Board members to workgroups to support the operational work of the Coalition; attend State Health Care Coalition Advisory Group meetings as a voting member or identify an alternate to represent the NWWI HCC interests at those meeting. The Vice-Chairperson will:

5 prepare and send correspondence directed by the Chairperson; serve as the Chairperson in the absence of the Chairperson; attend State Health Care Coalition Advisory Group meetings as a voting member or identify an alternate to represent the NWWI HCC interests at those meeting; perform all duties as assigned by the Chairperson. The Secretary will: record and keep the minutes of all meetings of the Board and Coalition meetings; be the custodian of all minutes and records of the Coalition. complete other duties as assigned to the Secretary by the Board. Section E: Vacancies Any vacancy occurring in any office shall be filled by the Board. In event of a vacancy in the Chairperson s office, the Vice-Chairperson shall assume the chairperson s position and serve the remaining term. In event of a vacancy in the Vice-Chairperson s office, the Chairperson will appoint a Board member to serve the remaining term. Section F: Delegation In case of the absence of any Officer of the Coalition, or for any other reason that the Board may deem sufficient, the Board may at any time and from time to time delegate all or any part of the duties of any Officer to any other Officer or to any Board member. Section G: Removal Any Officer may be removed from office at any time, with or without cause, by a vote of a majority of the Board members then in office at any meeting of the Board. Section H: Resignation Any Officer may resign his or her office at any time, such resignation to be made in writing and to take effect immediately without acceptance by the Coalition. ARTICLE VI WORKGROUPS Workgroups may be established by the Coalition to address specific areas identified by the Coalition as needing specialized attention. The Coalition workgroups will meet according to group needs. The HCC Coordinator will be a member of all Coalition workgroups, will provide technical assistance and report to the Board. Workgroups will provide copies of existing operational support compacts, mutual aid agreements, memoranda of understanding, or other operational agreements that describe how regional support for response and recovery operations are coordinated. Active workgroups will provide reports to the Coalition, detailing progress, products developed, and policy recommendations. Any policy recommendations developed by Coalition workgroups must be approved by the entire Coalition.

6 ARTICLE VII MEETINGS Section A: Meeting The Coalition shall meet a minimum of six times annually. All meetings shall adhere to all applicable open meeting laws. Minutes or notes from each meeting shall be made available to Coalition members within two (2) weeks following the meeting. Section B: Annual Meeting A membership meeting will be held annually at such place, on such date and at such time as may be fixed by the Board of Directors, for the purpose of electing members of the Board of Directors, receiving annual reports of the HCC Staff, Board and Officers, and for the transaction of such other business as may be brought before the meeting. Section C: Meeting Attendance Any member of the Coalition may participate in a meetings by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means will constitute presence in person at a meeting. ARTICLE VIII FISCAL AGENT Section A: Fiscal Agent It will be the contractual responsibility of the Polk County Public Health Department as Fiscal Agent to meet the contract accountability with the State DHS. Section B: Financial Reports The Fiscal Agent shall provide a financial report/update monthly to the Board. ARTICLE IX RULES OF ORDER All meetings of the Coalition shall be governed by Robert s Rules of Order. ARTICLE X AMENDMENTS Section A: Power to Amend The power to amend these bylaws shall be vested in the membership of the Coalition. Section B: Amendment Proposals The proposal of the amendment or repeal of bylaws or adoption of new bylaws to be submitted to the membership will be initiated by: 1) the Chairperson, 2) any member partner or organization, or 3) any workgroup, and will be submitted to the Board at least 30 days prior to the vote on the amendment. The proposed amendment must be printed and distributed to each member organization prior to the Coalition meeting. ARTICLE XI ANNUAL REVIEW These by-laws shall be reviewed annually. ARTICLE XII DISSOLUTION

7 The Coalition may be dissolved only upon adoption of a plan of dissolution and distribution of assets by the Board that is consistent with its purpose. These bylaws were approved through consensus by the Northwest Wisconsin Health Care Coalition Membership on this date, August 7, 2015.