Connecticut Multicultural Health Partnership Bylaws ARTICLE 1 - NAME The name of the organization shall be the Connecticut Multicultural Health Partnership, hereinafter called the Partnership. The Partnership is a consortium of public and private partners working to develop and implement a plan to identify and address health disparities and multicultural health issues through the effective and systematic collaboration of a diverse multidisciplinary group (the Partnership). A major focus of the Plan is the implementation of the National Standards on Culturally and Linguistically Appropriate Services in Connecticut. ARTICLE II - PURPOSE The purpose of the Partnership shall be to promote: Quality health care and health education for all racial and ethnic minority and diverse populations Language proficiency among health care and health education providers Cultural competency among health care and health education providers and organizations Diversified health care and public health workforce to better represent racial and ethnic minority and diverse populations ARTICLE III - STRUCTURE 1 P a g e
ARTICLE IV - PARTNERSHIP MEMBERSHIP Section 1 - Eligibility for Membership Any person or organization interested in the purpose of the Partnership s mission is eligible for membership. Section 2 - Types of Members A. Organizational Any organization, public or private, interested in any phase of eliminating health disparities is eligible. Each organization member accepted shall designate a representative member who shall be the principle contact between the member organization and the Partnership and who shall be empowered to represent the member organization at meetings of the Partnership. If this appointed person materially changes jobs within the organization or leaves it, the organization shall appoint a new representative member. If the organization has several programmatic departments involved in eliminating health disparities, it may request additional memberships. However, the principal contact should be designated such that perspectives and activities of the organization shall be brought to the Partnership. Likewise, the principle contact shall report back to their parent organization on Partnership positions and priority projects. B. Individual Any individual interested in working toward the elimination of health disparities may be eligible for membership. An individual member shall register with the Secretary of the Executive Committee or the Secretary's designee. C. Removal of Member At the discretion of the Executive Committee, a member shall be removed from membership status in the Partnership should there be a substantial breach of ethical, moral, or professional conduct or if the member no longer qualifies for membership. D. Speaking for the Partnership The Chair of the Connecticut Multicultural Health Partnership shall speak for the Partnership. The Chair may designate an Executive Committee member to speak on behalf of the Partnership. ARTICLE V - EXECUTIVE COMMITTEE Section 1 - Composition The Executive Committee shall be composed of a minimum of thirteen (13) and a maximum of twenty-five (25) elected members. The Executive Committee is composed of the Officers and the Committee Chair(s). Additionally, each committee shall designate an alternate representative for the Committee Chair(s) who is welcomed to attend any meeting and is authorized to vote in the absence of their respective Committee Chair(s). Section 2 - Responsibilities The Executive Committee shall be the governing body of the Partnership and shall be 2 P a g e
responsible for the overall policies of the Partnership. The Executive Committee shall manage the work of the Partnership in pursuit of its mission, to include (but not limited to) the development, implementation, administration, and evaluation of the Connecticut Multicultural Health Partnership Strategic Plan. The power to dissolve the Partnership, convey or distribute any assets, merge with another entity or change the mission of the Partnership is reserved to simple majority vote of the Executive Committee. If the status of the Partnership changes, such as becoming a 501(C)(3) organization, the Executive Committee will have fiduciary responsibility under the guidance of the Treasurer. Section 3 - Election A. Officers The Nominating Committee shall submit annually a slate of proposed Officers to be voted on by the general membership. The ballot will be released two (2) weeks prior to the date of the Annual Meeting and must be returned within twelve (12) calendar days. Announcement of the elected Officers will be presented at the Annual Meeting. B. Committee Chair(s) When a Committee Chair(s) term is ending the committee shall recommend leadership for the next term or recommend incumbents (incumbents may be re-elected for a second term). Each Committee will submit their recommended Chair(s) to the Officers for their approval. Announcement of the Committee Chair(s) will be presented at the Annual Meeting. Section 4 - Term All Executive Committee members shall be elected for three-year terms, provided that onehalf of the initial members shall serve a term of one year. Executive Committee members may serve two consecutive three-year terms after which they may be re-eligible for Executive membership following a two-year absence. Section 5 - Vacancies Should the position of any elected Officer or Standing Committee Chair(s) become vacant, the Officers shall appoint by simple majority vote a successor who shall hold the office for the remainder of the term. If an Officer and/or Standing Committee Chair(s) has not convened a committee meeting (i.e. conference calls and utilizing the virtual network are considered meetings) for three months or more or has missed three or more Executive Committee meetings in a year, the position will be considered vacant. Section 6 - Leave of Absence An Officer or Standing Committee Chair who needs to be absent (medical, academic pursuits, etc.) shall request a leave of absence and if granted by the Officers, an alternate will be assigned for the duration of the leave of absence. ARTICLE VI - OFFICERS 3 P a g e
Section 1 - Officers The elected officers of the Executive Committee shall be as follows: Chair, Past Chair, Vice Chair of Planning, Vice Chair of Communications, Vice Chair of Development, Secretary, Treasurer, and Member(s)-At-Large. No person shall hold more than one position on the Executive Committee. Section 2 - Responsibilities Officers shall provide leadership and administrative oversight to the Partnership. They serve as members of the Executive Committee. Section 3 - Duties A. Chair The Chair shall preside at all Executive Committee meetings and full Partnership meetings. The Chair shall appoint ad hoc committee(s) and designate their Chair(s). The Chair shall also perform other duties, such as ensuring compliance with Partnership Bylaws. B. Vice Chair of Planning The Vice Chair of Planning shall assume the duties of the Chair in the absence of the Chair, and shall serve as assistant to the Chair in his/her efforts for the good of the Partnership. The Vice Chair of Planning shall assume the office of Chair in the event of resignation, disability, or death of the Chair. The Vice Chair of Planning is responsible for the coordination and oversight of the committees and the implementation of the strategic plan by providing support and guidance to the Committee Chair(s). C. Vice Chair of Communications The Vice Chair of Communication is responsible for the coordination and oversight of communication and technology, including internal communication strategies (i.e. logistics and the utilization of the community network) and external communication (i.e. social messaging) in pursuit of the Partnership s mission and goals. The Vice Chair of Communication will assume the duties of the Chair if both the Chair and Vice Chair of Planning are absent. D. Vice Chair of Development The Vice Chair of Development is responsible to recruit sponsorships, monitor grant opportunities and otherwise assist the Executive Committee with securing additional funding to pursue the Partnership s mission. E. Secretary The Secretary shall keep an accurate record of the proceedings of all meetings of the Executive Committee and full partnership meetings. The Secretary shall also distribute Partnership information, updates, reports, and articles of interest. F. Member(s)-at-Large The Member-at-Large shall represent the interests of Partnership members as a voice to raise issues with the Executive Committee on behalf of the members. There may be up to three (3) Members-At-Large presiding on the Executive Committee at one time. They are 4 P a g e
expected to assist with the responsibilities of the other Officers. G. Treasurer The Treasurer shall be responsible for assuring that adequate procedures are established for all financial recordings and transactions of the Partnership. The Treasurer shall report on the financial status of the Partnership at all Executive Committee meetings. He/she will prepare the financial section of the Partnership s Annual Report. He/she may be required to give a bond for the faithful performance of his/her duties in such form and amount as the Executive Committee may determine. Section 4 - Compensation Officers shall receive compensation in the form of a stipend for their services as an Officer of the Partnership. The stipend is intended to off-set reasonable expenses associated with attending meetings and serving the Partnership. Stipends will be paid directly to Officers representing themselves as an individual member or will be paid directly to organizations represented by that Officer. Stipends are awarded dependant upon the availability of Partnership funds. ARTICLE VII - MEETINGS Section 1 - Annual Meeting A meeting of the full Partnership membership shall be held at least annually. Business to be taken up at this meeting shall include elections and such other business, as the Chair shall specify in the agenda of the meeting. At or prior to meetings of the full Partnership, each member shall be entitled to one vote inclusive of proxy votes. Section 2 - Executive Committee Meetings The Executive Committee shall meet at least four times per year. Special meetings of the Executive Committee may be called by the Partnership Chair or by five (5) of its members. At or prior to Executive Committee meetings, each member shall be entitled to one vote inclusive of proxy votes. The alternate representative for the Committee Chair(s) may vote for their respective committee (each committee has two votes on the Executive Committee). Partnership members not serving on the Executive Committee shall have the privilege of the floor, but may not vote. Section 3 - Meeting Notices Notice of all meetings of the members stating the time, place, and purpose shall be sent to all Partnership members by the Secretary at least twenty-one (21) days prior to the date of the meeting. ARTICLE VIII - AMENDMENTS Section 1 - Amendments These Bylaws may be amended, repealed, or replaced by an affirmative vote of two-thirds of those Partnership members present at a duly called general membership meeting. Proposed amendments shall be distributed to members prior to the meeting. Updated Bylaws will be made available to the full Partnership. 5 P a g e
Section 2 - Effective Date of Amendments Amendments to these Bylaws shall take effect at the adjournment of the meeting at which they are adopted unless otherwise provided. Section 3 - Bylaws Review An ad hoc committee appointed by the Chair shall review these Bylaws every two years. Accepted July 22, 2009 Updated June 30, 2010 (Pending approval) 6 P a g e
Connecticut Multicultural Health Partnership Code of Ethical Principles This Partnership Code of Ethical Principles is founded on basic principles of ethical behavior and is consistent with the Standards of Conduct for the International Service and the Charters of the United Nations and Organization of American States. Those principles are: Loyalty to the Partnership s goals and mission; Integrity, honesty and impartiality in actions and decisions that may affect the Partnership; Respect for the dignity, worth and equality of others; and Tolerance for different cultures and perspectives. CONFLICT OF INTERESTS A conflict of interest occurs when your financial interests, business or social commitments, or personal or business relationships could reasonably interfere -or appear to interfere- with your ability to make fair and impartial decisions regarding your work for the Partnership. Avoiding and preventing even the appearance of a conflict of interest is one of the primary means by which you can maintain public confidence in the impartiality and objectivity of the Partnership. You therefore may not use your position with the Partnership for any private gain or organizational benefit, the endorsement of any products, service or businesses. Any conflict of interest or even the appearance of a conflict of interest must be resolved in favor of the Partnership. A conflict of interest exists when, for example: There is a clash between the organization you represent, or your personal interests, and your membership with the Partnership; The organization you represent, or you personally, engage in a business relationship that may not be in the best interests of the Partnership; The organization you represent, or your personal interest, in an enterprise which could compromise your loyalty to the Partnership; You offer or accept payment back to you (e.g. kickback), directly or indirectly, of a portion of the purchase price by the seller to induce purchases, concessions, commissions and/or bonus; or may benefit from someone in the hopes of ensuring a particular decision or improperly influence future purchases 7 P a g e
DISCLOSING CONFLICTS OF INTEREST If you think that a real or apparent conflict of interest may exist, or if you have any doubts in this regard about: (a) Your personal or private interests or; (b) The interests of the organization your represent then you must immediately disclose all of the relevant facts to the Secretary of the Partnership. The Officers have the responsibility to conduct a timely evaluation of any real or apparent conflict of interest disclosed, and to inform you promptly of its decision as to whether a conflict exists and how to resolve it. Resolutions may include one of the following recommendations: (a) Divestment of Interests (b) Abstaining Where a Conflict of Interest Exists (c) Waiver of Conflict of Interest Only the Partnership can waive real or apparent conflicts of interest if it, at its sole discretion, determines that: The situation is unlikely to adversely impact the best interests of the Partnership; The conflict of interest is so remote or insignificant that it cannot reasonably be regarded as likely to influence you; or The interests of the Partnership outweigh the concern that a reasonable person may have regarding the integrity and/or objectivity of the activity in question. INTELLECTUAL PROPERTY All rights, including title, copyright and patent rights, in any work or invention produce by the Partnership or with its resources (unless otherwise specifically stated in writing) are the properties of the Partnership. While authors shall be given credit for publications of a technical character, the Partnership has the right to decide where and how to offer for presentation or publication any professional or technical paper produced. In carrying out your responsibilities to the Partnership, you must strive to protect The Partnership s intellectual property by ensuring that you understand and comply with use, disclosure, release, reproduction, translation, distribution or licensing of Partnership intellectual property and that you report any unauthorized release or use to the Officers. Unauthorized disclosure of confidential or privileged information may seriously impact the efficiency and credibility of the Partnership. Consequently, you must ensure that you do not intentionally or accidentally share confidential or privileged information with unauthorized parties or use such information for your professional or personal benefit, the benefit of the organization you represent, or someone with whom you have a close personal relationship. 8 P a g e