DENTON COUNTY CHILD WELFARE BOARD BYLAWS. ARTICLE I Name

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1 DENTON COUNTY CHILD WELFARE BOARD BYLAWS ARTICLE I Name The name of this County Child Welfare Board shall be the Denton County Child Protective Services Board (hereinafter Board or organization ). ARTICLE II Purpose The Denton County Child Protective Services Board is established through Texas Family Code The Board is able to operate pursuant to a contract between the Denton County Commissioner s Court and the Texas Department of Human Services (TDHS). The Board is an entity of TDHS for coordinating the use of federal, state and local funds. The Board is also an extension of the Denton County Commissioner s Court. No part of the net earnings of the Board shall inure to the benefit of, or be distributable to its members or other private persons except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article II hereof. ARTICLE III Membership Section 4. The Denton County Child Protective Services Board shall consist of not less than seven (7) and not more than fifteen (15) members appointed by the Denton County Commissioners and the County Judge. Board Members must meet the standards for Protective and Regulatory Services (PRS) volunteers who have direct client contact. Two (2) years shall be considered a regular term for a Board Member. Terms will expire on August 31 of the member s two (2) year anniversary date. An effort will be made to manage termination dates of Board appointments. The goal will be to have the terms of five (5) Board Members expire each year. Appointments for terms of less than two (2) years may be made to assure expiration dates are spaced appropriately. Denton County Child Welfare Board Bylaws Page 1

2 Section 5. Section 6. Section 7. Section 8. Section 9. Section 10. Section 11. Each Board Member shall be required to sign a Confidentiality Agreement at the beginning of each Board year. Violation of the Confidentiality Agreement will be brought before the Board and may be referred to the Commissioners Court with a recommendation that the member violating the Confidentiality Agreement be immediately removed from the Board. The Denton County Judge and District Judges will serve as ex-officio members of the Board. A Board Member who moves from Denton County shall be terminated from the Board immediately upon moving outside of Denton County. A Board Member who misses four (4) meetings in a Board year is subject to removal by the Commissioner s Court. A member who is unable to attend a Board Meeting shall contact one of the Executive Officers prior to the meeting. A Board Member who is (a) convicted of a felony; (b) convicted of a crime against a child; or (c) had a finding of reason to believe in a Child Protective Services investigation shall be immediately terminated from the Board. The Board President may recommend, and the Commissioner s Court may approve a leave of absence for a member of the Board. The request for a leave of absence must be submitted in writing, which includes electronic mail, prior to the requested leave, and a leave of absence may not exceed a period of six (6) months. Only one (1) leave of absence may be granted during the member s two-year term of membership. Succession. Pending the next regular Board meeting when there shall be nominations and an election of an officer or officers to fill a vacancy, the following succession shall apply: If the Presidency is vacated for any reason, the Vice-President shall immediately and without further action become the President until the next regular meeting. If the Vice-Presidency is also vacant, the duties and responsibilities of the President will devolve first to the Treasurer, then to the Secretary until the next regular meeting when vacancies will be permanently filled. If the Vice-Presidency is vacated for any reason, the Treasurer shall immediately and without further action become Vice-President until the next regular meeting when vacancies will be permanently filled. If the office of Treasurer is vacated for any reason, the Vice-President shall immediately and without further action become the Treasurer until the next regular meeting. If the Vice-Presidency is also vacant, the duties and Denton County Child Welfare Board Bylaws Page 2

3 responsibilities of the Treasurer will devolve first to the President, then to the Secretary until the next regular meeting when vacancies can be filled. ARTICLE IV Officers The Executive Officers of the Board shall consist of a President, Vice President, a Secretary, and a Treasurer and these Executive Officers shall constitute the Executive Committee. Officers enumerated in this Article shall perform the duties prescribed in the Bylaws and by the Parliamentary Authority adopted by the Board. The Executive Committee shall meet at the discretion of the President at least one time each quarter. ARTICLE V Duties of Officers President. The President oversees the Board affairs and ensures the effectiveness of the Board in completing its responsibilities. Duties include: Developing Meeting Agendas and complying with the Open Meetings Act on posting agendas; Presiding over all Board meetings; Appointing all committee chairs and any needed special committees and liaisons; Determining the need for Executive Committee meetings and presiding over those meetings; Coordinating work and communications between committees; Serving as Board spokesperson and representative to the county and community; Presenting the annual report, budget, and goals to the Commissioners Court; and Providing leadership to the Board. Vice President/President Elect. The Vice-President assists the President as needed. Duties include: In the absence of the President, performing all duties pertaining to such office; Denton County Child Welfare Board Bylaws Page 3

4 Serving on the Finance Committee; Performing other duties as designated by the President and/or Bylaws; and Serving as the President Elect. Treasurer. The Treasurer manages the Board financial responsibilities. Duties include: Reporting to the Board the status of all funds and assets; Tracking and Disbursing funds according to Board policies and procedures; Assists CPS Management in preparing and developing budget line items for CPS County Budget each year; Managing the State of Texas Concrete Services Contract, the expenses, reimbursement, and billing; Maintaining the Board s financial records and providing reports; and Preparing for and assisting with any audits. Section 4. Secretary. The Secretary is the recording officer for the Board s business. Duties include: Retaining an attendance record for each Board meeting; Recording the minutes for each Board meeting and providing a copy of the same to the Executive Committee within ten (10) days from the date of the meeting; Completing Board correspondence and other duties designated by the President; and Reporting Board volunteer activities and hours to other interested parties, including the County Commissioners and/or Texas Council of Child Welfare Boards. Section 5. Section 6. Section 7. Nominations. A Nominating Committee shall be appointed by the President at the April meeting. The Nominating Committee as described in Article VII, Section 2, shall submit at the May Board meeting a slate of one name for each officer position. Nominations shall also be entertained from the floor at the May meeting. It is preferable, but not mandatory, that any candidate for President have served on the Board a minimum of one (1) year prior to nomination for office. Election and Term of Office. Officers enumerated in this Article shall be elected by majority vote of the Board Members present to serve for one (1) annual term. Voting for Officers shall take place using a paper ballot. Their term of office Denton County Child Welfare Board Bylaws Page 4

5 shall begin September 1 and shall continue with all privileges of office until August 31 or until their successor has been elected and qualified or until they are removed by action of the Board or the Commissioners Court, by resignation, or by incapacity, including but not limited to moving outside of Denton County, death, illness or other contingency rendering the officer unable to perform his or her duties. Section 8. Section 9. Executive Committee. The officers enumerated in this Article, the President, Vice-President, Treasurer, and Secretary, shall constitute the Executive Committee of the Board, and shall, in the event of necessity or emergency, act on behalf of the Board. Vacancies. In the event a vacancy in office occurs, said vacancy shall be temporarily filled by succession or by a majority vote of the Executive Committee until the next Board Meeting at which time the Board shall make nominations and vote to fill the vacant office. The nomination and election of a Board Member to fill the vacancy shall be included in the Agenda for the next Board Meeting. A new officer or officers shall be elected by a majority of the Board Members present following nomination from the floor by any Board Member. ARTICLE VI Voting The Board Member must be present to vote. Each Board Member shall have one (1) vote. The Secretary shall keep a roster listing the names of members entitled to vote and shall keep a written tally of votes in favor of, against, or abstaining. If votes are taken after a member leaves a meeting, the Secretary shall announce the change in number of voting members present. Voting may occur orally, by a show of hands, or by paper ballot, all of which shall be recorded. However, pursuant to Article V Section 7, voting for elections must take place by paper ballot. ARTICLE VII Meetings This Board shall have a fiscal year that mirrors the fiscal year of the State of Texas Department Protective & Regulatory Services, currently a September through August calendar year. The President or Executive Officers may call additional meetings, five (5) days notice having been given. The Executive Committee shall meet at the discretion of the President at a minimum of once per quarter. Denton County Child Welfare Board Bylaws Page 5

6 The regular election of officers shall take place at the May Board Meeting of each year. Officers and committee chairpersons shall take office on September 1 and shall serve until August 31. A Nominating Committee, consisting of three (3) Board Members shall be appointed by the President at the April meeting and shall submit at the May meeting a slate of one (1) name for each office. Nominations shall also be entertained from the floor at the May meeting. One-half (1/2) of the Board membership shall constitute a quorum. Three (3) members shall constitute a quorum for the Executive Committee. Section 4. Agenda items should be submitted in writing to the President at least ten (10) days prior to the general Board meeting. The President shall include on the Agenda all requested agenda items that relate to Board business or concerns. Agenda items shall be requested in writing. Board Members may request specific wording of Agenda items submitted in writing, which wording shall be used by the President although the President may alter or supply the numbering or heading of the agenda item and may correct spelling or typographical errors. The term in writing shall include electronic mail. The President shall provide a draft of the proposed agenda for the general Board meeting to all Board Members via electronic mail at least one (1) week prior to such general Board meeting. Board members must submit any additions or corrections to the draft agenda within forty-eight (48) hours from the time the draft agenda is sent. The President will not be required to put any agenda items submitted after this time on the agenda, but may do so at his or her reasonable discretion, provided the posting requirements of the Texas Open Meetings Act are met. Section 5. Section 6. Section 7. Denton County Child Protective Services Board Members, Denton County Child Protective Services employees and the general public may attend Board meetings. A Board planning meeting shall be held in August each year to train and plan for the upcoming Board year. This meeting shall be attended by the non-retiring general Board membership, new Board appointees, and any retiring Board members who wish to be present. The President will be responsible for notifying new appointees of the time and place for this meeting. The incoming Executive Committee shall be responsible for the planning and execution of the Board s August planning meeting. Board Meetings are scheduled on the forth (4 th ) Monday of each month unless there is a holiday or other extenuating circumstance. The Executive Committee Denton County Child Welfare Board Bylaws Page 6

7 has the right to change the date, time, or location of Board Meetings with notification consistent with the Texas Open Meetings Act. ARTICLE VIII Committees and Liaisons Section 4. The Standing Committees of the Board shall be, but are not limited to, the following: Finance, Public Relations, and Special Events. Each Board Member shall serve on at least one (1) committee. The incoming President appoints or assigns the committees at the August planning meeting and the committees shall serve from September 1 August 31. Liaisons of the Board shall be, but are not limited to, the following: Commissioners Court, Community Partners of Denton County, Inc., Denton County Foster Parents Association, and TCWB Regional Board. The President shall appoint the liaisons of the Board, with ratification by the Board. The duties of the Standing Committees and Liaisons vary from year-to-year due to additional goals outlined by the Executive Committee at the Board Planning Meeting, and other duties that may be designated by the President. ARTICLE IX Fiscal Year This Board shall have a fiscal year that mirrors the fiscal year of the State of Texas Department Protective & Regulatory Services, currently a September through August calendar year. The Finance Committee shall propose at the October meeting an independent auditor to be confirmed by a majority of the Board. ARTICLE X Parliamentary Authority The rules contained in the current edition of Robert s Rules of Order shall govern the Board in all cases to which they are applicable and in which they are not inconsistent with these Bylaws and any special rules of order the Board may adopt. ARTICLE XI Amendments Denton County Child Welfare Board Bylaws Page 7

8 Section 4. Section 5. Section 6. Any Board Member may submit proposed amendments to the Bylaws in writing, including electronic mail, at any regular Board meeting. A proposed amendment to the Bylaws may be written and submitted in advance or during the meeting. The Executive Officers (acting as a Bylaws Committee), shall have the option of submitting amendments to the Bylaws for vote either at a regular meeting of the Board, or by a binding referendum to the general membership, under the procedures provided herein. These Bylaws may be amended by a vote of two-thirds (2/3) of the Board members present at any regular meeting, provided, notice of such proposed amendment shall have been given at the preceding regular meeting of the Board or such proposed amendment mailed to the general membership and postmarked at least ten (10) days prior to the next regular meeting of the Board or sent via electronic mail at least ten (10) days prior to the next regular meeting of the Board. These Bylaws may be amended by a binding referendum mailed or sent via electronic mail to the general membership, and upon two-thirds (2/3) of the ballots cast on the proposition submitted. The Executive Committee shall determine procedures governing the referendum. In the event of necessity or emergency, the Bylaws may be temporarily suspended by a two-thirds (2/3) vote of the Board members present. Such temporary suspension must be instance-specific. Officers serving at the time of adoption of these Bylaws shall continue to serve until the next regularly scheduled election of officers, as defined in Article VII, ARTICLE XII Indemnification The Board shall indemnify any person who is or was a member of the Board for amounts incurred by such person in connection with an action, suit, or proceeding to which such person may be a party by reason of such person s position with the Board or service on behalf of the Board, when and to the fullest extent permitted in accordance with applicable laws under the Texas Non-Profit Corporation Act or other relevant law. Denton County Child Welfare Board Bylaws Page 8

9 THE FOREGOING BYLAWS were adopted by a majority vote at a duly convened regular meeting of the Denton County Child Protective Services Board, in the city of Lewisville, Denton County, Texas on, to witness which we, the undersigned, certify below. M. Lorraine Perry, President Barbara Roberts, Vice President Gwen Gary, Treasurer ATTESTED BY: Sandra Pearce, Secretary Denton County Child Welfare Board Bylaws Page 9