BROWARD COUNTY COMMUNITY ACTION AGENCY BY-LAWS

BROWARD COUNTY COMMUNITY ACTION AGENCY BY-LAWS

INDEX Note: To be used as a general reference list only. The index will be revised according to final by laws revision. ARTICLE PAGE 1... AGENCY NAME... 3 II... PURPOSE OF AGENCY... 3 111... COMMUNITY ACTION AGENCY ADVISORY BOARD DEFINITION... 3 IV... PURPOSE AND OBJECTIVES OF CAA BOARD...4 V... CAA BOARD COMPOSITION... 4 VI... PETITION PROCESS... 5 VII...... RESPONSIBILITY OF CAA BOARD... 6 VIII.... AUTHORITY OF CAA BOARD:... 7 IX... TERMS OF OFFICE AND COMPENSATION... 7 X... QUORUM... 8 XI... PROXY VOTING... 8 XII.... ELECTION OF OFFICERS, TERMS OF OFFICE... 8 XIII... EXECUTIVE COMMITTEE... 9 XIV... DUTIES OF OFFICERS... 9 XV... VACANCIES ON CAA BOARD:... 10 XVI... MEETINGS AND ATTENDANCE... 10 XVII... PROGRAM PLANNING AND BUDGET COMMITTEE... 12 XVIII... GOVERNANCE COMMITTEE... 12 XIX... RECOMMENDATIONS OF THE CAA BOARD... 13 XX... CONFLICT OF INTEREST; RECALL; HEARINGS... 13 XXI... AMENDMENTS TO BY -LAWS... 15 XXII... RULES OF ORDER... 16 XXIII... APPLICABILITY... 16 Broward County Community Action - December 20 II 2

ARTICLE I AGENCY NAME The name of the agency shall be the Broward County Community Action Agency ("Agency"} a component of Broward County government to be administered through the Human Services Department and recognized by various funding sources as the proper body to carry out the purposes and functions set forth in these By-laws. Official books and records of the Agency are on file at the Administrative Offices and are open to public inspection upon request to the Executive Director. ARTICLE II PURPOSE OF AGENCY The purpose of the Agency shall be to help strengthen, supplement, and coordinate efforts at the state and local levels in furtherance of the policy of the Board of County Commissioners to reduce the causes of poverty in the midst of plenty. The Agency's efforts are directed, therefore, towards assisting the poor to become more self-sufficient and promoting institutional sensitivity and responsiveness to the needs of the poor. The "poor" shall be defined by the specific eligibility criteria and/or poverty guidelines established by the respective funding source(s). The Agency's mission, therefore, requires a coordinated and comprehensive approach in which citizen participation, institution-building, experimentation, and program delivery all receive equal emphasis. ARTICLE Ill COMMUNITY ACTION AGENCY ADVISORY BOARD DEFINITION The Broward County Community Action Agency Advisory Board ("CM Board") is an advisory board to the Broward County Board of County Commissioners, established by resolution of the Board of County Commissioners, as may be amended from time to time, and shall hold such powers as delegated by the Board of County Commissioners and the rules and regulations of the various funding sources. ARTICLE IV PURPOSE AND OBJECTIVES OF THE CM BOARD The purpose and objectives of the CM Board shall be: a. To serve as advisors to the Board of County Commissioners; b. To provide leadership in identifying and helping to eliminate the cause of poverty; c. To exert its influence to stimulate better use of and mobilization of available local, state, and federal both public and private resources to enable low- Broward County Community Action - December 20 II 3

income persons of all ages to attain skills and knowledge which aid in securing opportunities needed to become self-sufficient; d. To recommend and/or support programs which are in keeping with and supportive of the goal statements of the Agency; e. To involve the poor as defined in Article II herein in developing and carrying out anti-poverty programs; f. To serve as an advocate of the poor on matters of public policy and programs which affect the status of the poor, by promoting institutional improvement and desirable changes in social policies and programs; g. To encourage administrative reform and protect low-income individuals and groups against arbitrary actions; h. To coordinate efforts by federal, state, county, and municipal governments and public and private agencies, in order to avoid duplication and overlapping, improve the delivery and services, and maintain program relationships; and i. To act in any such matters that are appropriate to the function and responsibility of the CAA Board, in compliance with all governing federal, state, county, and other local policies, practices, and procedures. ARTICLEV CAA BOARD COMPOSITION a. The CAA Board of the Broward County Community Action Agency as established by the Board of County Commissioners shall consist of not less than twelve (12) members. Membership shall be constituted so that: One-third (1/3) of the members shall be elected public officials or their designated representatives; b. At least one-third (1/3) of the members shall be democratically elected representatives of the low income community in the area served; and c. The remainder of the members chosen shall be representatives selected from the private sector of business, industry, labor, religious, social service and other private groups. Section 1. Representatives of the Public Sector. 1. Members shall be elected public officials who are currently in office. 2. The public sector members shall be appointed by the Board of County Commissioners. 3. A letter affirming the continued participation of each member of the public sector shall be generated by the 30th of December of each year and signed by the Broward County Mayor or designee, unless the member's term has expired. Broward County Community Action- December 2011 4

Section 2. Representatives of the Low Income Sector. 1. Members shall be elected through a democratic selection process to adequately assure that they are representatives of the low income community in the area served. 2. Members shall reside within the low income target areas that they are elected to represent. 3. These democratically elected representatives from the low income community shall be elected from neighborhoods or target areas comprised of census tracks and block groups that are at least fifty-one percent (51%) low/moderate income. Neighborhoods meeting this criterion are identified from information obtained from Broward County's Environmental and Growth Management Department, Planning and Redevelopment Division. 4. Elections shall be coordinated by the Human Services Department. 5. All residents of any respective target area eighteen (18) years of age and older may participate fully in the election process. The results of the election process shall be considered at the next CAA Board meeting and such members selected shall take office immediately upon approval. Section 3. Representatives of the Private Sector. 1. The remaining members shall be officials or members of business, industry, labor organizations, religious organizations, law enforcement, social service and other private groups. 2. The private sector members shall be nominated by the Governance Committee. The Committee shall solicit recommendations from the public to fill vacancies on the CAA Board by providing the public with notice of the availability of such position(s). The Governance Committee shall review the recommendations and submit names for each vacancy to the CAA Board. The CAA Board shall make appointments to the vacant positions from the candidates recommended by the Governance Committee or request a new list of candidates for any of the vacant positions. 3. Members shall reside in Broward County and shall be registered voters. Broward County Community Action - December 20 II 5

ARTICLE VI PETITION PROCESS The Community Action Agency's Executive Committee shall hear and make a final ruling on petitions that are not resolved administratively by the Agency in addressing staff and/or community concerns, including requests for adequate representation on the CAA Board. Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. Any individual, community group or organization with interest in the economically disadvantaged which feels he/she/community group is inadequately represented on the CM Board may petition the CAA Board for representation. Any such petition must be signed by the individual or a majority of the bona fide membership of the community group or organization or its governing board. The individual, community group, or organization presenting such a petition shall be promptly afforded an informal open hearing before the CAA Board in order that they may have a full and fair opportunity to present their request. Should the CAA Board, after public hearing, grant the request by approving the petition, the CAA Board if necessary, shall realign its membership, following approval of the Board of County Commissioners. A written statement of the CAA Board's action on such petitions shall be submitted to the petitioning individual, community group, or organization. When an individual, community group, or organization is granted a seat on the CAA Board pursuant to such a hearing and subsequent approval by the Board of County Commissioners, that representative shall be promptly seated on the CM Board and afforded all rights and privileges of any other member of the CAA Board. ARTICLE VII RESPONSIBILITY OF CM BOARD The CM Board shall have the responsibility to implement all provisions of these Bylaws and make recommendations to the Board of County Commissioners with respect to achieving the mission of the Agency. Specifically the CM Board shall: Broward County Community Action - December 20 I I 6

a. Approve amendments to the By-laws (as recommended by Executive Committee); b. Recommend Agency program policies and plans; c. Recommend Agency budgets for submission to funding sources; d. Support Agency compliance with conditions of all grants; e. Determine policies or rules of procedure for the CAA Board; f. Select Officers and select Executive Committee of the CAA Board; g. Ensure that composition of CAA Board Committees fairly reflects the composition of the CAA Board; and h. Any other powers as delegated by the Board of County Commissioners. The CAA Board shall have the authority to: ARTICLE VIII AUTHORITY OF CAA BOARD a. Monitor the administration of all federal, state, and local program policies and standards which the Agency administers; b. Determine overall program plans and priorities, and recommending same to the Board of County Commissioners; c. Approve and recommend to the Board of County Commissioners all funding requests; d. Comply with all conditions of funding source grants; e. Determine regulations or rules of procedure for the CAA Board; f. Select officers, an Executive Committee and such other committees deemed appropriate by the CAA Board; and g. Have full opportunity to participate in the development of all programs and projects designed to serve the poor. ARTICLE IX TERMS OF OFFICE AND COMPENSATION Section 1. Section 2. Notwithstanding Section 1-233, Broward County Code of Ordinances, as may be amended from time to time, the terms of the appointed members of the CAA Board shall be four (4) years from the date of appointment. Members may be reappointed for additional four (4) year terms by the original appointing authority. Members who are democratically elected representatives of the low income community shall be elected for a four (4) year term. Members may be Broward County Community Action - December 20 II 7

reelected for additional four (4) year terms through the democratic selection process. Section 3. The members of the CAA Board shall serve without pay. However, reimbursement for approved expenses incurred by CAA Board members in the performance of activities may be permitted. ARTICLE X QUORUM The presence of one-half (%) of the seated members of the CAA Board plus one ( 1) shall constitute a quorum. In the event that a quorum is not available, those members present may hold discussions; however, the members shall conduct no official business in the name of the Agency. ARTICLE XI PROXY VOTING Proxy voting by any CAA Board member shall be prohibited. The term "proxy" shall include either a person who substitutes or attempts to vote for an absent CAA Board member, or any document, or other written manifestation by which a CAA Board member attempts to register a vote without actual, physical presence at a CAA Board meeting. ARTICLE XII ELECTION OF OFFICERS. TERM OF OFFICE Section 1. Officers. The officers of the CAA Board shall be elected by a majority vote of no less than a quorum of the seated members of the CAA Board. The officers of the CAA Board shall consist of a: Chair, Vice-Chair, and Secretary. Section 2. Section 3. Election of Officers. Election of officers shall be held every odd numbered year at the regular CAA Board meeting in September. New officers will take office in October. Term of Office. The term of the Officers of the CAA Board shall be for a period of two (2) years. All other terms of office for CAA Board Broward County Community Action - December 20 II 8

committees/subcommittees, including committee/subcommittee Chairs, shall be for a period of one (1) year. ARTICLE XIII EXECUTIVE COMMITTEE The Executive Committee shall transact CAA Board business between meetings of the CAA Board. The Executive Committee shall report to the CAA Board on actions taken between meetings. Section 1. Section 2. Section 3. The Executive Committee shall fairly reflect the composition of the CAA Board and shall consist of a Chair, Vice Chair, representative of the By-laws Committee, representative of the Governance Committee, representative of the Program Planning and Budget Committee and a Secretary. There shall be at least fifty percent (50%) of the total appointed Executive Committee membership present at an executive committee meeting to constitute a quorum. The Executive Committee shall be comprised of the Officers and committee Chairs of the CAA Board and such other at-large CAA Board members as are appointed by the Chair. Section 4. The Executive Committee shall receive and consider all proposed amendments to the By-laws and shall make recommendation to the CAA Board for action. Section 1. ARTICLE XIV DUTIES OF OFFICERS Chair. The Chair shall be the chief executive officer of the CAA Board and preside at all meetings of the CAA Board. The Chair shall serve as the representative of the CAA Board and submit an annual report of the operation of the Community Action Agency Advisory Board to the Board of County Commissioners. The Chair shall appoint all committees and shall be an exofficio member of all committees. Section 2. Vice-Chair. The Vice-Chair shall be vested with all the powers of the Chair and shall perform, on a rotation basis, all duties of the Chair during the absence of the Chair and shall perform such other duties as may, from time-to-time, be determined by the Chair and/or the CAA Board. The Vice-Chair shall succeed to the position of Chair if that position becomes vacant. Broward County Community Action - December 20 II 9

Section 3. Secretary. The Secretary shall advise the Chair, other officers, committees, and members on matters of parliamentary procedure. During meetings, the Secretary shall serve in an advisory capacity to the Chair, when requested. The Secretary shall review the minutes before they are furnished to the CAA Board members for approval. ARTICLE XV VACANCIES ON THE CM BOARD Any vacancy which occurs on the CAA Board for any reason shall be filled within ninety (90) calendar days in the same manner and by the same body which originally appointed the member. ARTICLE XVI MEETINGS AND ATTENDANCE Section 1. Section 2. Section 3. Section 4. Section 5. Section 6. The CAA Board shall hold a minimum of six (6) regular meetings in any calendar year. The CM Board may hold an annual meeting as determined by the members of the CM Board. All CAA Board and committee meetings shall be open to the general public and shall be publicly noticed no more than thirty (30) and no less than seven (7) days in advance of the meeting. Meetings are advertised according to State and County policies and procedures and notices may be released through the local media, CAA Board members, and postings throughout Broward County and in places frequented by the target population. The Executive Committee shall meet as circumstances dictate. CAA Board members shall be notified by mail, e-mail and/or telephone at least seven (7) calendar days prior to the regular meetings, of the date, time, place of the meeting, and necessary agenda. Special meetings of the CAA Board may be called by the Chair. A member of the CM Board may initiate a request to schedule a special meeting. If the request is made at a regular meeting, the request must receive a majority vote of members present. All other requests shall be considered by the Executive Committee. Broward County Community Action - December 20 II 10

Section 7. Section 8. Notice of the time and place of the special meeting shall be mailed, e-mailed or phoned to all members at least forty-eight (48) hours in advance of the meeting. Any member of the CAA Board who has three (3) consecutive absences or misses four (4) properly noticed CAA Board meetings in one (1) calendar year shall be automatically removed as a member of the CAA Board. This automatic removal provision shall apply to both County and non-county appointees to the CAA Board. Automatic removal of a member shall cause a vacancy to exist in the membership of the CAA Board. However, the automatic removal of a member shall not be deemed effective until the County confirms that the member has received written notice from the County Administrator or designee of the reason for the action being taken to remove the member. This automatic removal also shall not apply to members when the absence of such member has been excused due to that member performing an authorized alternative activity relating to outside CAA Board business that directly conflicts with the properly noticed meeting, death of a member of the immediate family, as defined in Section 14.231 of the Broward County Administrative Code, as the employee's spouse, father, mother, one who has stood in the place of a parent (in loco parentis), child, and stepchild domiciled in the employee's household, death of a domestic partner, or hospitalization of the board member. Any member seeking an excused absence shall provide written notice to the Chair of the CAA Board. Such notice shall be provided prior to the meeting at which the member will be absent, whenever practicable. Upon receipt of the notice, the Chair of the CAA Board shall, in his or her discretion, determine whether the member's absence meets the criteria for an excused absence set forth above. To ensure that members of the CAA Board do not have to choose between attending meetings or observing religious holidays, any member may request that meetings not be scheduled on religious holidays, and the Chair of the CAA Board shall honor those requests. The attendance policy addressed herein is consistent with Broward County's attendance policy for Advisory Boards. Only the meetings of the CAA Board will be subject to the attendance policy. The automatic removal provision shall not apply to committee meetings or special projects meetings. When a CAA Board member attains two (2) unexcused absences within a calendar year, a Broward County Community Action - December 20 I I II

warning letter will be sent from the CAA Board Chair to the member. A copy will also be sent to the County's Boards Administrator. Section 9. Section1 0. Upon prior approval from the CAA Board Chair, a physically absent member can participate in a board meeting via telephone or video conferencing. Participation by CAA Board members via conferencing is only permitted in extraordinary circumstances and when a quorum of the members of the CAA Board is physically present at the meeting. Minutes shall be recorded for all meetings and include a record of votes on all motions. The minutes of previous meetings shall be distributed to all Board members at least seven (7) calendar days prior to the next scheduled meeting. ARTICLE XVII PROGRAM PLANNING AND BUDGET COMMITTEE It shall be the policy of the CAA Board to establish a Program Planning and Budget Committee whose duties and responsibilities shall be to: a. Review the recommendations of the CAA Board Committees and recommend to the CAA Board those problems to be addressed and the priority thereof; and b. Review proposed Agency programs and budgets, and make recommendations for subsequent CAA Board consideration. ARTICLE XVIII GOVERNANCE COMMITTEE It shall be the policy of the CAA Board to establish a Governance Committee that consists of no less than three (3) members whose duties and responsibilities shall be to: a. Establish a process for determining what skills and experience are needed within the organization and seek out potential candidates for the CAA Board; b. Develop written job descriptions/expectations for CAA Board members; c. Review applications for potential members and make recommendations for private sector representatives; and d. Coordinate the CAA Board's periodic evaluation of the CAA Board itself and of individual Board members including, but not limited to, gathering feedback from individual Board members on how the CAA Board is working, what the members like and dislike about serving on the CAA Board, how the CAA Broward County Community Action - December 2011 12

Board could improve its meetings and other operations, and identify the interests of the individual board members. ARTICLE XIX RECOMMENDATIONS OF THE CAA BOARD The Agency Executive Director shall serve as Executive Secretary to the CAA Board and shall be responsible for forwarding in writing, all recommendations and other such communications as directed by the CAA Board, which may require action by the Board of County Commissioners. ARTICLE XX CONFLICT OF INTEREST; RECALL; HEARINGS Section 1. Conflict of Interest. All members of the CAA Board shall abide by Section 1 234, Broward County Code of Ordinances, as may be amended from time to time, when a conflict of interest exists. A conflict of interest shall be deemed to exist when there is an appearance of a conflict of interest within the intent of Section 286.012, F.S., as may be amended from time to time, where a member of the CAA Board also serves as an employee of a public entity, or as an officer or member of the board of directors of a private entity, which stands to specially gain or lose from action to be taken by the CAA Board. Members of the CAA Board shall abstain from participation in discussion and voting on matters which would inure to the special gain or loss of any private entity for which the member serves as an officer or member of its board of directors, or of any public entity for which they serve as an employee. Compliance with this policy shall be a condition of all CAA Board members' continued membership. A special gain or loss means an economic benefit either immediate or future, tangible or intangible, which is not merely remote or speculative, and which affects a relatively limited class of people. The term "employee" for the purposes of this section shall not include any elected official of a public entity. Section 2. Nepotism. Any CAA Board member who has a member of his/her immediate family who will benefit either directly or indirectly as a result of action before the CAA Board shall make known that relationship and shall refrain from Broward County Community Action - December 2011 13

voting or otherwise participating in such actions. For the purpose of this section, a member of an immediate family shall include any of the following: wife, husband, father, mother, father-in-law, mother-in-law brother, brother-in-law, step-brother, sister, sister-in-law, step-sister, son, son-in-law, daughter, daughter-in-law, grandfather, grandmother, and grandson, granddaughter. Section 3. Section 4. Employment. Any member of the CAA Board or any committee established by the CM Board, except a member who is not appointed by the Broward County Board of County Commissioners, who obtains employment with the Agency shall resign from the CAA Board or committee prior to commencement of employment. Willful violation of this section shall constitute malfeasance and shall be grounds for recall. Recall. A Petition for Recall of elected members of the CM Board charged with an offense or conduct not in the best interest of the Agency that prevents or impedes the delivery of service to the poor, shall be brought before the CAA Board for discussion and/or action. Said petition must contain at least twentyfive (25) signatures of residents of the area so affected or at least ten (1 0) signatures of members of the group or interest so affected. Appointed members can only be recalled by the appointing Commissioner. The Chair must submit a letter to the appointing Commissioner outlining the reasons for recommending the removal. Section 5. Procedure. A Petition for Recall or a charge of conflict of interest against a CM Board member shall be submitted in writing to the CM Board Chair, with a copy to the affected member. The reason for the recall or the perceived conflict of interest shall be identified within the submitted document. Determination that such a violation occurred shall only be made by a twothirds (2/3) vote of the members of the CM Board present at a meeting where a quorum is established. Section 6. Hearings. Broward County Community Action - December 20 II 14

a. The Chair or Vice-Chair of the Executive Committee of the CAA Board shall schedule a formal hearing by the CAA Board not earlier than two (2) weeks following the receipt of the Petition for Recall or ef the charges. b. The CAA member receiving the Petition for Recall or the charges shall be entitled to file with the Chair or Vice-Chair of the Executive Committee a written answer to all charges identified in the Petition for Recall, as well as charges for conflicts of interest, against him/her at least five (5) days prior to date of the scheduled hearing. c. At the hearings, charged members may be represented by counsel and present witnesses and evidence on their behalf and to review evidence and question all persons presented to substantiate the charges against them. ARTICLE XXI AMENDMENTS TO BY-LAWS The By-laws of the CAA Board, as officially adopted, shall be amended in accordance with the following procedures: Section 1. There shall be a periodic review, at least every three (3) years, of the By-laws by a By-laws Committee appointed for that purpose by the CAA Board. Section 2. Section 3. Section 4. Section 5. It shall be the official policy of the CAA Board that all proposed changes and/or amendments to the By-laws shall be presented to the CAA Board for consideration. All members holding official appointments to the CAA Board shall be furnished a copy of the proposed changes and/or amendments at least seven (7) calendar days prior to the time proposed changes and/or amendments will be considered by the CAA Board. Previous notice having been given in accordance with Section 2 above, these By-laws may be amended by a two-third (2/3) vote of those members of the CAA Board present at a meeting where a quorum is established. The State of Florida, Department of Economic Opportunity, or its successor, as Administrator of the Community Services Block Grant, shall be furnished Broward County Community Action -December 2011 15

with a complete copy of all adopted and approved changes and/or amendments to the By-laws. ARTICLE XXII RULES OF ORDER The rules contained in Robert's Rule of Order, latest edition, shall govern the CAA Board in all cases to which they are applicable, and in which they are not inconsistent with the By-laws of the CAA Board. ARTICLE XXIII APPLICABILITY Nothing in these By-laws may be constructed or applied in a manner to contravene applicable local, state, or federal funding source laws, regulations and policies. 0{- ~~?--Of~ Broward County Community Action -December 20 II 16