Operating Procedures We, the members of NCBON, are dedicated to the survival and flourishing of grassroots organizations and improved community health. As advocates for such communities, we are creating this National Community-Based Organizations Network (NCBON). We pledge our energies, time, and finances to the development of this Network, representing community-based organizations (CBOs), across the United States, to encourage their growth and development. These Operating Procedures, hereinafter referred to informally as Bylaws will serve to guide the organization until such time as Bylaws are formally adopted. Vision Statement Grassroots communities proactively and progressively guiding their health, welfare, and development, using partnerships with others when appropriate Goals 1. A communication/networking system will be established whereby grassroots community-based organizations representing local residents will share best practices, lessons learned, and other resources to support collaboration and minimize power differentials between CBOs and their institutional partners. 2. Community-based organizations will be in the forefront of policy formation. Local community members will be effectively organized to assure that decisions affecting their lives are made only in collaboration with those so affected. This includes the spectrum of decision-making from information gathering and planning through implementation. 3. All segments of the community the young, the elderly, the immigrants, the non- English-speaking, the men, the women will find effective vehicles to make their voices heard. 4. NCBON will be a growing, self-sustaining organization.
Definition: Community-Based Organization (CBO) A community-based organization is one that is driven by community residents in all aspects of its existence. By that we mean: 1. The governing body consists of a majority of residents 2. The staff is drawn primarily from the pool of local residents 3. The main operating offices are in the community 4. Priority issues areas are identified and defined by residents through open forums and surveys 5. Solutions to address priority issues are developed with residents 6. Program design, implementation and evaluation components have residents intimately involved, in leadership positions ARTICLE I: Name The name of this organization shall be the National Community-Based Organizations Network, hereinafter referred to as the Organization, the Network or NCBON ARTICLE II: Membership Section 1. Regular membership in this organization is open to any grassroots community-based organization and any grassroots community-based agency. Section 1a. Affiliate membership is open to any community-based individual or any organization working to assist communities, who are willing to adhere to these Bylaws. Affiliate members do not have voting privileges. Section 2. In order to be a Member in Good Standing, with all the rights and privileges attached, such annual dues as set by NCBON members must be received one month prior to the general annual meeting. Section 3. A member, who is three months or more in arrears, shall be contacted by the Treasurer. Every effort will be made to assist members in maintaining good standing. Section 4. All regular members in good standing have the right to vote and to participate in all NCBON activities. Each regular organizational member shall have one vote. If someone other than the Board Chair or the CEO (whomever has been designated in advance in writing) is casting the vote, a letter authorizing that person to do so, signed by the Board Chair, must be submitted to the Executive Board. ARTICLE III: Officers Section 1. The President, President Elect, Vice-President, and Past President, shall each serve one-year terms in their respective offices. At the end of that one-year term, each office-holder will transition in the following manner: the President shall become the (immediate) Past- President; the President Elect shall become the President; the Vice-President shall become the President Elect, creating a vacancy in the office of Vice-President. In addition, as a result of this process, the transitioning 2
Past President moves out of the "Presidential Rotation." Should any of the officers in the transition resign before their next step in the rotation, that vacancy will be remedied by provisions set forth in Article IV - Section 3, (except that of Past President, which may remain vacant). The Recording Secretary, Corresponding Secretary, Treasurer, Historian, Parliamentarian, and Sergeant-at-Arms shall each serve a term of two years. Officers may not serve more than two successive terms, for a maximum of four consecutive years. Five elected officers comprise the Executive Committee of NCBON. The Executive Committee is composed of the President, President Elect, Vice President, Treasurer, and Recording Secretary. Section 2. Duties of Officers a. President 1. presides over all executive committee and general meetings 2. chairs, and is responsible to, the Executive Committee 3. assists in coordinating the duties of other officers 4. appoints chairs of ad hoc committees, subject to the approval of the Executive Committee 5. such actions to be ratified by the general membership at its annual meeting b. President elect 1. acts as president in the absence of the President 2. chairs the Program Committee 3. is the public information officer for the organization, in which capacity s/he writes press releases, holds press conferences, etc., as approved by the Executive Committee c. Past President 1. acts as president in the absence of the president and president elect 2. chairs the Nominating Committee 3. performs other such duties as may be requested by the Executive Committee d. Vice-President 1. acts as president in the absence of the president, president elect and past president 2. chairs the Membership Committee 3. chairs the Awards and Special Events Committee e. Recording Secretary 1. prepares and distributes minutes of meetings 2. maintains copies of all minutes 3. assists the president in preparing meeting agendas f. Corresponding Secretary 1. sends out meeting notices to the membership 2. is responsible for other mailings 3. keeps records of correspondence, including receipt of dues 4. maintains current membership roster (continued on next page) 3
g. Treasurer (In conjunction with the CBPH Caucus/University of Michigan School of Public Health), the treasurer) 1. collects dues and maintains records of payments 2. secures a bank account for the organization and reconciles monthly statements 3. prepares checks for payment of bills 4. creates forms for requests for reimbursement 5. chairs the Finance Committee 6. drafts the organizational budget and prepares regular financial reports h. Historian 1. maintains the historical files for the organization, including meeting announcements, flyers, lists of awardees, past officers, etc. 2. maintains photographic archive/scrapbook i. Parliamentarian 1. maintains current copy of Robert s Rules of Order 2. makes final rulings on questions of procedure at meetings j. Sergeant-at-Arms 1. maintains order at meetings 2. escorts people out of meetings, at the direction of the President or other officer chairing a meeting The Executive Committee may act in the name of the organization in urgent situations, in between regularly scheduled meetings of the Board of Directors, with prompt reporting of such actions to the entire Board. Article IV: Election of Officers Section 1. Nominations Nominations will be made by October 15 th of each year or no later than four weeks prior to the General Meeting held at the APHA Annual Meeting. The Nominating Committee shall be charged with producing a list of nominees for each office, by soliciting a wide variety of input. The Nominating Committee will submit this list to the general membership, for its vote at the annual business meeting. With the consent of the named individuals, nominations may also be taken from the floor Section 2. Elections All regular members of the organization in good standing are eligible to vote. Election of candidates shall be by plurality of total votes cast. Officers elected shall be installed at the conclusion of the annual business meeting, and their term of office shall begin immediately. Section 3. Vacancies All vacancies for unexpired terms of office shall be filled by the Executive Committee, except for President, where the vacancy shall automatically be filled by the President Ellect. In the event that a vacancy occurs during the term of office, the 4
appointment of the person to that office shall be subject to confirmation by the general membership at the next annual meeting. Section 4. Removal from Office Officers who miss three consecutive meetings without good cause and prior notification to the President are subject to dismissal from their office. Officers who miss more than four meetings within a two-year period are subject to dismissal. Officers may also be removed upon proof of malfeasance in office. ARTICLE V: Committees Section 1. Standing Committees The following committees are Standing Committees: Executive, Program, Finance, Awards and Special Events, and any other committee created by the Board and approved by the general membership at the next annual meeting. Section 2. Membership Committees are to be composed of members in good standing, only, except when otherwise approved by the Executive Committee and affirmed by the members at the next annual meeting. Section 3. Nominating Committee The President, with the approval of the Executive Committee, shall appoint a Nominating Committee no later than six months prior to the expiration of terms. Section 4. Duties of Standing Committees a. Executive Committee The Executive Committee is composed of elected officers and is responsible for overall planning and policy development and implementation for NCBON. b. Program Committee The Program Committee is responsible for planning, development, and implementation of all programs. This Committee will research areas of concern within NCBON that are consistent with the organization s purpose. Programming will address education, employment, race, age, and social and comprehensive health care issues prevalent in the communities represented in NCBON. This Committee will also organize, develop, strengthen and provide technical assistance to member CBOs. c. Membership Committee The Membership Committee is responsible for recruitment and retention of members. d. Awards and Special Events Committee The Awards and Special Events Committee presents new ideas for consideration by the organization; sets criteria and makes recommendations for awards and awardees; takes the lead in approved activities and programs. (continued on next page) 5
e. Finance Committee The Finance Committee assists the Treasurer in overseeing the finances of the organization; develops fiscal policies, including check-signing authority; develops the budget; and interviews and recommends an outside auditor. f. Audit Committee The Audit Committee conducts in-house annual audits. ARTICLE VI: Quorums The number of regular member attendees in good standing, plus four elected officers, shall constitute the quorum at any board meeting. Bylaws changes shall be voted on only at the annual general membership meeting. At the annual general meeting, six officers, at least one of whom must be the President or President Ellect, and three more elected (vs. appointed) officers, plus 15% of the eligible voting membership of NCBON, shall constitute a quorum. ARTICLE VII: Meetings The General Membership Meeting shall be held annually and is an open meeting; however, only regular members in good standing shall be permitted to vote. The Executive Committee shall meet at least quarterly, and its meetings shall also be open, except when discussing personnel or proprietary business issues, when the Executive Committee may go into Executive Session. ARTICLE VIII: Amendment Process A member (or group of members) who wishes to propose an amendment to the Bylaws shall submit the proposed amendment in writing to the Executive Committee, no later than sixty days prior to the annual meeting. Such submission should include an explanation of the problem that the proposed Bylaws change addresses, and how the change will affect the operations of NCBON. The Executive Committee may reject the proposed change as ineffective or illegal, ask for a rewrite, ask for more justification or recommend the proposed change for vote by the general membership. Such a recommended Bylaws change must be submitted in writing to all members in good standing no later than 30 days prior to the next annual meeting. A two-thirds majority vote of those regular members in good standing at the annual meeting is needed for adoption. 6