HEAD START CHILD& FAMILY DEVELOPMENT CENTERS BOARD OF DIRECTORS BY-LAWS Board of Directors: General Information Meetings: All Board of Directors meetings are held at the Central Office, 333 Buchner Place, La Crosse, WI 54603 Dates and times of meetings are to be determined by the membership of the Board of Directors. Notification of date, time, and purpose of meetings will be made by mail or phone to each member of the Board of Directors by the Administrative Assistant a week in advance. Reimbursements: All Board Directors whose income falls below DHHS Federal Poverty Guidelines and who require child care in order to attend Board meetings will be paid a $10.00 meeting allowance. All Board Directors are reimbursed $.445 per mile for any Board meeting attended. Mileage rates are reviewed and approved by the Board of Directors upon announcement of revised standard rates by the IRS. Membership: The Board is composed of: a) The Policy Council Chairperson; and, b) Six at-large members, each of whom must reside within the four-county HSCFDC service area. HSCFDC employees and their immediate family members* are excluded from serving on the HSCFDC Board of Directors in a voting capacity. Officers: *Immediate family members are defined in the HSCFDC Personnel Policies as an employee s: mother, father, husband, wife, brother, sister, son, daughter, father-in-law, mother-in-law, brother-in-law, sister-in-law, daughter-in-law, son-in-law, grandparents, grandchildren, aunt, uncle, niece, nephew, step-parent or step-child. President Works closely with the Executive Director and management team; acts as the official representative of the HSCFDC Program. Vice-President Presides over meetings in the absence of the Chairperson or whenever the Chairperson temporarily vacates the office. Secretary/Treasurer Responsible for ensuring minutes and meeting agendas are properly maintained; reviews and signs the monthly transaction register. The name of this organization will be the Head Start Child and Family Development Centers (HSCFDC) Board of Directors, serving La Crosse, Monroe, Crawford, and Vernon Counties. Article I Purpose and Objectives Section 1 Purpose The purpose of this body shall be to implement the Head Start Program Performance Standards 1304.50 (Program Governance) and Appendix A, for which this Board is created. The Board must perform the following general functions as the governing body with legal and fiscal responsibility for the HSCFDC program. HSCFDC s fiscal year begins on June 1 st and ends on May 31 st of each year. 1
Section 2 Specific Functions The specific functions of the HSCFDC Board of Directors, in accordance with 1304.50, are to work in partnership with the program s key management staff and the Policy Council to develop, review, and approve or disapprove the following documents, activities, policies, and procedures: a) The annual fiscal audit report and plans for meeting any recommendations in financial procedures, monitoring, or reporting; b) All contracts, leases, and collaborative agreements; c) Decisions regarding hiring, direct supervision, and termination decisions of the HSCFDC Executive Director. The Executive Director must be appointed or dismissed by a majority vote of all members of the Board of Directors, with Policy Council approval. d) Procedures for program planning, establishing program priorities, the program s philosophy, and long-range and short-range goals and objectives of the program; and participation in the Self- and Community-Assessment processes as a means to that end; e) All funding applications and amendments to funding applications for Head Start, including administrative services, prior to the submission of such applications to DHHS and DPI; f) The composition of the Policy Council and the procedures by which Policy Council Representatives and Alternates are elected; g) The Program Governance Service Plan, which outlines how the Board of Directors and the Policy Group implement shared decision-making practices; h) The Internal Dispute/Impasse Procedure, which outlines procedures for resolving internal disputes between the Board of Directors and the Policy Council; and i) The By-Laws of the agency s Board of Directors, which outline the roles and responsibilities of the Board of Directors. The Board of Directors is also responsible for ensuring the participation of a Liaison to Policy Council and Head Start issues including drafting and reviewing impasse and grievance procedures; provision of support and outreach to program; and ongoing communication with Head Start management staff regarding; resources, program planning, and progress on assessment goals. Section 3 General Oversight The Board of Directors recognizes the rights, roles, and responsibilities of the HSCFDC Parent Committees and Policy Council, and will respect the policy decisions of these bodies to the extent that they are consistent with the legal and financial obligations of the Office of Head Start, the State of Wisconsin, and Wisconsin Day Care Licensing Regulations. The HSCFDC Board of Directors is entrusted with general responsibility in the overall management of the HSCFDC program, including monitoring and oversight in the following areas: a) All program systems and services, as outlined in the written Service Plans; b) Criteria for defining service area, center and program locations, recruitment, selection, and enrollment priorities; c) Enabling low-income parents and community members to participate on the Policy Council and Parent Committees through providing, if necessary, reimbursements for reasonable expenses incurred as a direct result of meeting participation, and reviewing and approving any program policies regarding this issue; d) The undertaking of an annual program Self Assessment and tri-annual Community Assessment; e) Ensuring that appropriate internal controls have been established and are being followed to safeguard Federal funds; and f) Human Resources activity, including adjustments to hourly rates and salaries. 2
Article II Membership Section 1 Composition The Board is composed of: a) The Policy Council Chairperson; and, b) Six at-large members, each of whom must reside within the four-county HSCFDC service area. Each county must be represented on the Board by at least one member. HSCFDC employees and their immediate family members are excluded from serving on the HSCFDC Board of Directors. *Immediate family members are defined in the HSCFDC Personnel Policies as an employee s: mother, father, husband, wife, brother, sister, son, daughter, father-in-law, mother-in-law, brother-inlaw, sister-in-law, daughter-in-law, son-in-law, grandparents, grandchildren, aunt, uncle, niece, nephew, step-parent or step-child. Section 2 Selection of Members When a vacancy occurs on the Board of Directors, the Board shall solicit potential candidates from the communities served, with the assistance of the Executive Director. In compliance with the requirements of Title VI of the Civil Rights Act of 1964, as amended, no person, on the grounds of race, color, creed, national origin, religious denomination, sex, or ability to pay, shall be excluded from participation in, be denied the benefits of, of be subjected to discrimination by HSCFDC or its Board of Directors. Section 3 Terms of Office All Directors serve for three-year terms. At the regular meeting following the expiration of a Director s term, the Board may choose to vote a Director into a subsequent term, and appoint them to any standing committees. There is no limit to the number of terms a Director is allowed to serve. Section 4 Voting Rights All Directors serving on the Board shall have equal voting rights. Each Director shall be entitled to one vote. Each Director may vote in person or by proxy at all regular, special, or annual meetings of the Board. Proxies must be furnished in writing to the Board President at the start of the meeting. Only other Directors are allowed to act as proxy; proxies may not be used to establish quorum. Section 5 Termination of Service A Director s service can be terminated by a two-thirds vote of the Board if the Director is absent from three (3) consecutive meetings without having contacted an officer or Executive Director. Section 7 Resignation If and when a Director wishes to resign, he/she must send written notification to the Board President. Section 8 Vacancies In the event of a resignation, extended absence, or death of a Director, the Board President shall direct a notice addressing the absence to the Board membership. The Board shall elect a new Director within 30 days of a vacancy. Section 9 Duties of Board Directors Specific duties of all Directors are as follows: a) Attend all regular and special meetings of the HSCFDC Board of Directors; b) Serve on any committee to which he/she has been elected, appointed, or has volunteered service, c) Assist Board and the program in meeting its overall objectives. 3
Section 10 Compensation All Board Directors whose income falls below DHHS Federal Poverty Guidelines and who require child care in order to attend Board meetings will be paid a $10.00 meeting allowance. All Board Directors are reimbursed $.445 per mile for any Board meeting attended. Mileage rates are reviewed and approved by the Board of Directors upon announcement of revised standard rates by the IRS. Section 11 Legal Implications of Board Membership Pursuant to Wisconsin Statute Section 181.042, HSCFDC shall indemnify and hold harmless each person who shall serve at any time as member of the Board of Directors from and against any and all claims and liabilities to which such person may become subject by reason of having served as member of the Board of Directors, or by reason of any action alleged to have been taken or omitted by him/her as such Director, and shall reimburse each such person for all legal and other expenses reasonably incurred by him/her in connection with such claim or liability unless liability was incurred because the Director breached or failed to perform a duty he/she owes to HSCFDC and the breach or failure to perform constitutes any of the following: a) A willful failure to deal fairly with the program or its employees in connection with a matter in which the Director has material conflict of interest; b) A violation of criminal law, unless the Director had reasonable cause to believe his/her conduct was lawful of no reasonable cause to believe his/her conduct was unlawful; c) A transaction from which the Director or officer derived an improper personal profit; or d) Willful misconduct. Article III Officers Section 1 Offices At the Annual Meeting, the Board shall elect a President, Vice-President, and Secretary/Treasurer. Section 2 Election and Term of Office Each officer shall be elected by the full membership of the Board at the Annual Meeting and shall serve in that position for a term of one year and until their successors are elected. Section 3 Removal from Office Any officer or member of the Board who fails to perform the duties as outlined in the By-Laws, can be removed by a two-thirds vote of the Board. Section 4 Duties of Officers President The President of the Board of Directors shall preside at all regular and special Board meetings. S/He shall serve as the Chief Executive Officer of the HSCFDC program and shall have responsibility for the general supervision, direction, and active management of the property, affairs, and business of the HSCFDC program, subject to the Board. S/He shall ensure that all orders and resolutions of the Board of Directors are carried out, and shall execute all deeds, leases, conveyances, contracts, and agreements authorized by the Board S/He is responsible for the review and signing of the Executive Director s timesheets. S/He shall, whenever necessary, report to the Board any and all matters which the interests of the HSCFDC program may require be brought to their notice. S/He shall perform additional duties as outlined in these By-Laws and those which may be required. Vice-Chairperson The Vice-President shall discharge the duties of the President in absence of the President or his/her disability to perform his/her duties for whatever cause. S/He shall chair the ad hoc committees of the Board of Directors and shall perform any additional duties as may be required. 4
Secretary/Treasurer The Secretary/Treasurer is responsible for ensuring minutes and meeting agendas are properly maintained through coordination with the HSCFDC Administrative Assistant. The Secretary/Treasurer is responsible for the review and signing of the monthly transaction register. Section 5 Delegation of Duties In the case of absence or inability to act of any officer, the Board may delegate for the time being a the duties of such officer to any other officer or any Director. Article IV - Committees Section 1 Standing and Special Committees The Board of Directors shall appoint such committees as are necessary to the proper conduct of business. Standing Committees include the Executive Committee, Personnel/Finance Committee, and Operations Committee. Additional special committees may be formed as need or interest arises. Standing and Special Committees act in an advisory capacity to the Board of Directors as a whole. Section 2 Committee Membership A Standing Committee member s term shall last for the length of each member s original term of office. A Special Committee member s term shall last until the issue is resolved and the Committee is dissolved. Executive Committee: Membership shall include the President, Vice-President, and Secretary- Treasurer. The Executive Committee may conduct Board of Directors business when the calling of a Special Meeting is impractical or impossible. Finance and Personnel Committee: At least three members of the Board of Directors, as appointed by the President. Operations Committee: At least three members of the Board of Directors, as appointed by the President. Section 3 Committee Rules Members must be willing to participate in the planning and implementation of Committee actions. Each committee shall elect a Chair. Section 4 Committee Quorum A majority of the members of any Standing or Special Committee shall constitute a quorum. Section 5 Committee Vacancies The Board of Directors President will appoint new Committee Members within 30 days of a vacancy. Section 6 Meetings Standing or Special Committee meetings are called by the Chair of the respective Committee. Article V - Meetings Section 1 Regular Meetings Meetings of the Board of Directors will be held on the third Tuesday of each month, or at other times agreed upon by the Board. Section 2 Annual Meeting An Annual Meeting shall be held at such place and time as is designated by the Board of Directors in January of each year. At the Annual Meeting, the Board elects from the membership a President, Vice-President, and Secretary/Treasurer. 5
Section 3 Special Meetings Special meetings of the Board of Directors shall be held whenever called by the President, or upon written request to the President by any three Directors. It shall be the duty of the Secretary/Treasurer to give sufficient notice of such meeting in person, by mail, or by telephone, of the date, time, and purpose of the meeting. Section 4 Meeting Location Regular meetings are held at HSCFDC s Central Office. Special Meeting locations shall be selected by the individual or group calling for the meeting. Section 5 Notice of Meetings The Executive Director and Board President are responsible for the development of each meeting s agenda, with the input of the Policy Council Chairperson and management staff. Notice of each regular meeting; including an agenda is sent to each Board member and are posted at each Center at least one week in advance whenever possible. Section 6 Quorum In order for an official Board of Directors meeting to be held, at least four (4) Directors must be present. Section 7 Meeting Organization The Board President, or Vice-President in the President s absence, shall call all meetings of the Board of Directors to order, and shall preside throughout the meeting. In the absence of both the President and Vice-President, those Directors present may appoint any Director to preside over the meeting. Section 8 Parliamentary Procedures The Board of Directors will conduct meetings using an informal version of the parliamentary procedures described in Robert s Rules of Order. Section 9 Conflict of Interest If any Director has or is perceived to have a direct or indirect financial interest in any issue before the Board, the President will put the matter to the remaining Board members present to determine by majority vote wither the Board member with the identified or alleged conflict shall participate in discussion or vote on the issue in question. Article VI- By-Laws Section 1 Amendments to By-Laws The Board of Directors, by majority vote at two consecutive meetings, may amend, adopt, or repeal any or all of the articles/sections of the Board of Directors by-laws, provided that the notice for at least one of two such consecutive meetings of the Board shall specifically note the proposed adoption, amendment, or repeal. Reviewed and Approved by Board of Directors: 12/5/06 6