Community Action Of South East

B. The principal offices of the Corporation may be located in either Mercer, Summers, or Monroe Counties at a location suitable and convenient to the constituency of the Corporation. The Corporation may have, from time to time, other offices, community centers, and program quarters as the Board of Directors might determine.

C. This Corporation was created under the laws of the State of West Virginia by the charter dated December 8, 1964. The name was changed from Mercer County Economic Opportunity Corporation in 1997.

II. Purposes

A. This Corporation shall be a voluntary, non-profit Organization making no charge to the Board of Directors.

B. The Corporation must be composed of individual persons representative of the rich and the poor, religious, economic, educational, health, legal, various governmental offices, and groups with prior concern for poverty in the counties that we serve, providing administrative and other services to carry out the following purposes:

1. To help the poor stop being poor;

2. To significantly and meaningfully involve the poor in developing and carrying out anti-poverty efforts;

3. To mobilize public and private resources to support anti-poverty efforts;

4. To serve as an advocate of the poor on matters of public policy which affect their status, and to promote institutional changes in social policy.

5. To coordinate efforts throughout the country so as to avoid duplication; to improve delivery of services and to relate programs one to another;

6. To plan and to evaluate both long and short range strategies for overcoming poverty in the country;

7. To conduct, in its own right, or to delegate to other agencies the conduct of programs financed through the Economic Opportunity Act or other federal, state, local, and/or private sources of similar nature and purposes.

C. The Community Action of South Eastern West Virginia will seek to achieve the development and implementation of all efforts and projects designed to assist the populations of those areas served. Special emphasis will be to low-income constituents and their achievement or retention of self-sufficiency. All efforts will be with the maximum feasible participation of residents of the areas served.

III. Composition of the Board of Directors

A. The management, control, and administration of the affairs, property and projects of the Community Action of South Eastern West Virginia, unless otherwise delegated, shall be vested in the Board of Directors, which shall be composed of a minimum of eighteen (18) members. There shall be an equal number from each Community Action County and shall consist of the following sections:

1. Elected Public Officials:

The Board of Directors shall consist of one-third (six) public officials or their representatives. The County Commissions shall appoint these officials to the Board. If the number of elected public officials who are reasonably available and willing to serve is less than one-third, the commission may name appointed public officials to complete the one-third requirements.

If the public officials, both elected and appointed, who are willing to serve do not comprise one-third of the Board, then the remainder of the seats allotted to public officials shall remain vacant. However, the designated officials may fill these seats at any time, as soon as an official is willing to sit on the Board.

2. Representatives of the Poor:

The Board shall be comprised so that at least one-third (minimum of six) will be representatives of the poor. Representatives of the poor shall be chosen according to the democratic selection procedures (procedure is outlined in the following paragraph to assure that they represent the poor).

Annually, two public meetings are held in each County. The meeting will be open to all concerned, however, only those previously registered as low-income or their representatives will be allowed to vote. Nominations will be taken from the floor and the individual in each meeting with the most votes will be asked to serve on the Board. Care will be taken to conduct meetings in areas that will be representative of the low-income population of the County.

3. Representative of Private Organizations:

The remainder (six) of the members shall be officials or members of private organizations or institutions. Private organizations shall be selected in such a manner to assure that the Board will benefit from broad community involvement. Representatives shall be drawn not only from private social service agencies, private educational institutes, poor concerned with specific problems (i.e. handicapped or disabled) and other private organizations within the area but also from among business, industry and labor organizations. Once the organizations are chosen it shall select its own representatives of private groups or agencies with a prior concern for poverty in each County at the time of adoption of the by-laws. Each group must re-confirm its membership on the Board. The name of the official representative must be presented to assure that the Board is a continuing and effective mechanism for securing board community involvement.

The regular members of the Board of Directors holding office at the time of the adoption of the by-laws and those elected pursuant to any amendment thereof, shall serve through their term. Election of officers shall be held annually.

Each member shall select an alternate to attend meetings in their stead. This alternate will be utilized only in the absence of the actual Board Member. This alternate shall have the same voting privileges as the Board Member represented. Information on each alternate shall be submitted to the Board Secretary at the October Meeting each year. The alternate shall be qualified to represent the same sector as the selected/elected Board Member.

Proxy voting shall be allowed. Proxies must be in writing and will be presented to the presiding officer at the beginning of each Board Meeting.

IV. Limitations on Board Service

Public officials or their representatives serve at their will and pleasure of the designating officials and so long as the public officials are currently holding office. Representatives of the poor and private organizations may serve up to five consecutive years a representative of the poor or private organization may not serve on the Board in any capacity for at least one full year.

V. Vacancies

Should any member of the Board during his tenure of office resign, die, cease to be a member of a represented group, political office, public agency or group with a prior concern for poverty or for any other reason cease to be a member of the Board, then a successor shall be selected according to the following process.

A. Public Official – a vacancy resulting in a seat held by a public official shall be refilled by the designating officials, he County Commissions.

B. Representative of the Poor – a vacancy occurring here may be refilled by either of two procedures:

1. A repeating of the selection procedure; or

2. The remaining representatives of the poor may meet and select a successor as long as the one selected still represents the same constituency.

C. Private Organizations – this vacancy may be refilled by the organization by the appointment of another representative

VI. Board of Directors Meeting Requirements

A. The Board of Directors shall meet monthly on the third Tuesday at a place convenient to all members. Written notice, at least five days advance, giving the time and location as well as a written agenda, shall be mailed to each Board Member.

B. A written petition bearing the signature of at least 50% of the Board must be presented to the President of the Corporation before a Special Board Meeting may be called except that the Board, at any regular meeting may, by majority vote, call a Special Board Meeting.

C. 50% of the membership of the Board shall constitute a quorum for regular and special meetings.

D. Meetings of the Board of Directors must be open to the public but the public may speak, after being recognized, only on the agenda item being considered.

E. Written minutes shall be distributed to all Board members at the same time. Written notice of the next regular or special Board meeting is mailed out.

The Board shall keep for each meeting written minutes which include a record of votes on all motions and on those discussions as requested by those members present. Minutes of the previous meeting signed by both the presiding officer and the secretary shall be made available to the public upon request.

F. When any official action of the Board of Directors is opposed by two-thirds or more of the representatives of the poor attending, the reason for the action and the reasons for the opposition will be specifically recorded in the minutes of the Board meeting by notifying the secretary in writing within two days after the adjournment of the meeting. The notification to the secretary should include the Board member’s wish to have his vote recorded and the decision for voting.

G. Audio conferencing will be allowed in the case of emergencies or inclement weather. All specified meeting requirements will be met.

VII. Rotation of Representatives

Should there be more private organizations seeking representation on the Board then there are provided for the following rotation procedure shall be followed.

All groups will be assured a minimum of three consecutive years of representation. N the event that another group petitions for representation then the group within their category, that has been represented on the Board the longest number of years in excess of the three minimum will relinquish their slot to the petitioning group.

VIII. Petition by Other Groups for Representation on the Board

At regular or special meetings of the Board, providing that the agenda so lists the action, any representative group of the poor, including but not limited to the minority groups, the elderly, the rural population, or persons inadequately represented on the Board of Directors, may petition for adequate representation on the Board.

The petition must state the number of positions desired, a description of the group(s) served, and some assurance that the objectives of the group(s) served coincide with the objectives of CASE. The petition must contain a minimum of 30 signatures to be recognized. The petition must be approved by a majority of the members of the Board of Directors present at such meetings.

In the event that the petition is recognized and approved by the Board the total membership of the Board shall be expanded to accommodate the addition so as to continue the required percentage of representation—1\3 public officials and at least 1\3 poor.

IX. Duties and Responsibilities of the Board

A. The Board of Directors shall adopt the working policy for the staff and projects.

B. The Board may contract, evaluate annually the efforts and projects of the Corporation in light of its purposes and the Board may take all steps to ensure the achievement of the purposes of the Corporation. The annual evaluation shall also serve as the annual evaluation of the Executive Director.

C. The Board may establish committees and commissions to determine the purpose of the organization. They will employ an Executive Director to carry out and accomplish the purposes of the Agency, and do all things advisable to manage, conduct, control, and supervise the property, affairs, and business of the Agency in the accomplishment of its goals. The Executive Director shall be empowered to bind or obligate the Agency in relation to contracts, sub-contracts, leases, lines of credit (maximum of $50,000), purchase and disposal of expendable and non-expendable property (including real), etc. in compliance with established Agency and funding source guidelines.

D. The Board of Directors and officials of the Corporation are specifically charged with the responsibility of complying with all of the provisions of the Economic Opportunity Act of 1964, as amended, and in particular, they shall be responsible for securing the maximum feasible participation of the residents of the area in which programs will serve, at all stages in the development, conduct, and administration of all such efforts and projects.

E. Bids and Approval

All purchases in excess of $5000 requires formal advertisement to accept sealed bids that go directly to the Board of Directors. Board of Directors approval of these purchases is required. The Board may grant exception to this on a case to case basis to expedite projects, as long as OMB and funding source guidelines are followed.

F. The Board of Directors must approve all proposals, including both the workplan and the budget. If time permits, the Finance Committee may approve all budgets and all budget revisions before their submission to the full Board. The Executive Director is specifically charged with the responsibility of implementing the workplan and budget as approved. All changes must be brought before the Board for approval. (Ref. IX.C)

G. In relation to Head Start regulation 1304.50; Governance and Management Responsibilities, the Board of Directors does not relinquish any of its legal or fiscal responsibilities, but does delegate the overall supervision of the Head Start Program to the Executive Director. This addresses specifically the areas of Planning; General Procedures; and Human Resources Management.

X. Removal Process

Board members may be removed from their positions for just cause by action of the Board. Just cause shall be defined as:

(1) Conflict of Interest

(2) Subversive activities (i.e. membership in an organization with ideas and motives contrary to those of state and the Agency)

(3) Inappropriate conduct (i.e. disrupting meetings without cause, etc.)

(4) Missing three consecutive meetings without an excuse

A. Public Officials can be removed only by the designating officials, the County Commissions

B. Removal of a representative of the poor or of a private organization will be instituted by a petition requesting a Board complaint hearing on the removal of the member which bears the signatures of eight Board members of the Corporation shall be presented at a regular meeting.

1. The petition will be received by the President or the presiding officer who will direct the secretary to notify the Board that action on the petition will be on the agenda at the next regular meeting.

2. Notification of the Board meeting shall be mailed at least five (5) days prior to the next regular meeting.

3. The petition shall be placed on the agenda of the next regular meeting of the board and handled as any other item of business.

XI. Conflict of Interest

A. No person may sit on the Board who is an officer or an employee of an organization receiving funds under contract with CASE. No employee of the Community Action of South Eastern West Virginia may serve as a ember of the Board and no federal employee shall serve as a member on the Board in a capacity which will require him/her to represent the Agency in its dealings with the State of West Virginia.

B. If any member of the Board of Directors applies for employment in any project operated by CASE, that member shall relinquish all rights to serve on the Personnel Committee and will refrain from voting on his or her placement at the Board meeting. If employed, that director must resign his/her position on the Board of Directors.

XII. Officers and Their Duties and Responsibilities

A. The officers of the Corporation shall be members of the Board of Directors and shall consist of: President, Vice-President, Treasurer, and Secretary

B. The President, Vice-President, Treasurer, and Secretary shall be elected to serve one year terms each being eligible for re-election if the Board desires. They shall be elected at the August meeting of the Board and shall take office on September 1. To give the Board of Director knowledgeable people of policy, mission, and operations of the Corporation, the candidate for each elected office must have attended one-half of the meetings of the Board of Directors in the prior twelve months.

C. The duties of the officers shall be as follows”

1. President – The President shall preside at meetings of the Board. (S)he shall appoint all committees. (S)he may sign all formal documents, instruments, contracts, etc. upon specific designation of not falling into the realm of day to day operations. Otherwise this area is delegated to the Executive Director. (Ref. IX.C) (S)he shall perform such other duties as may from time to time be assigned to him/her by the Board of Directors. (S)he may sign the checks in the absence of the Treasurer.

2. Vice-President – The Vice-President shall have all powers of the President when the President is absent at any Board meeting. (S)he shall perform such other duties as may from time to time be assigned by the Board.

3. Treasurer – The Treasurer, along with the Executive Director or designee, shall sign all checks, and through the Executive Director (s)he shall cause full and accurate accounts to be kept of all receipts and disbursements. The Treasurer, shall with the assistance of the Financial Officer of CASE, see that the monthly reports of the financial situations be presented to the Board at each bimonthly meeting. In the interest of time, the Executive Director and the Personnel Manager may sign all payroll checks and those accounts payable checks that are for $2000 or less when necessary.

4. Secretary – The Secretary shall with the assistance of the Personnel Manager keep accurate minutes and attendance lists of all Board meetings.

D. Vacancies in the Board offices shall be filled by the Board in the following manner:

1. When a vacancy occurs, the President shall appoint a temporary officer.

2. At the first meeting of the Board after a vacancy occurs nomination for the vacant position shall be received from the floor.

3. At the next meeting of the Board an election shall be held to fill the vacancy.

Board members shall hold only one office at a time. If the vacancy occurs in the office of the President, this vacancy will be filled by the duly appointed Vice-President and the procedures “1”, “2”, and “3” on the previous page will be followed in filling the vacancy in the office of Vice-President.

XIII. Regular and Special Committees of the Board

A. There shall be an Executive Committee composed of the President, Vice-President, Secretary, and Treasurer and four other Board members. This Executive Committee shall be formed by the Board of Directors at the September meeting of each year and its members will serve for one year. The Committee shall consist of at least three representatives of the poor, three public officials and the remainder of the representatives of private organizations, so as to fairly reflect the composition of the Board. Four members shall constitute a quorum at any meeting of the committee.

The Executive Committee shall meet when a quorum is not present for a regular meeting of the Board of Diretors providing that proper notice of the Board of Directors meeting has been given.

B. The Personnel Committee shall be appointed by the President and shall be made up of six members. It shall be appointed at the September meeting and shall be comprised as follows:

1. Two Public Officials

2. Three representatives of the poor

3. One representative from the private section

In special situations, the Personnel Committee shall review personnel actions recommended by the Executive Director before presentation to the Board of Directors.

C. Other Special Committees may be appointed by the President as is deemed necessary. In appointing these committees, the President shall provide for adequate representation of all groups. Special Committees of the Board may also be established by vote of the Board.

D. Policy Advisory Committees or Delegate Agencies shall be set up for all programs when sponsored and operated by the Corporation.

The Policy Advisory Committees may accept any responsibilities delegated by the Board of Directors. These Policy Advisory Committee shall operate programs as approved under policies and responsibilities delegated to them by the Board of Directors. The Board of Directors will then monitor each program to determine if the policies and responsibilities are being complied with. If it is the judgement of the Board of Directors that the policies and responsibilities are not being complied with, the delegated responsibilities may be withdrawn. Policy Advisory Committees that are specifically prescribed by funding sources, shall operate within the guidelines outlined by that funding source.

E. A quorum for all committee meetings shall be at least 50% of the members.

F. Notice to all committee members shall be given at least 24 hours prior to the meetings.

G. Each committee may elect a chairman, secretary, and other officers as may be deemed necessary.

H. All committee meetings shall be open to the public.

XIV. Staff

A. The Board shall employ an Executive Director who will carry out the purposes of the Corporation. The Executive Director will sign vouchers, drafts, and all checks. (S)he shall propose policy to the Board of Directors unless (s)he otherwise delegates this responsibility. In addition, (s)he shall perform such duties as may from time to time be assigned to him/her by the Board. The Executive Director may designate an appropriate employee to exercise the powers and duties of the Executive Director during his/her absence. (S)he shall have the authority and duty to carry out the functions of the Corporation to achieve its purposes. The Executive Director shall be responsible for directing the staff in the planning of day to day operations, shall engage all personnel, program writing, preparation of budgets, authorization of expenditures, evaluation of programs, and carrying out adopted personnel policies, unless (s)he otherwise delegates this responsibility. (S)he shall report to the Board bimonthly (Ref. IX.)

All duties, responsibilities, and privileges of the Executive Director are granted to the position by the Board of Directors. The Executive Director is responsible to and supervised by the Board of Directors. The salary of the Executive Director is determined by the Board of Directors.

B. All staff positions and personnel policies are described in the Personnel Manuel and other adopted documents. The Executive Director shall maintain a copy of all policies of the CASE.

The Personnel Manager shall see that all new employees are aware of the Personnel Policies and that these policies are available to all staff members who wish too have a copy or to review them.

Each delegated agency must use these personnel policies that have been adopted for CASE.

XV. Fiscal Year

The fiscal year of the Corporation shall be from September 1 through August 31 at which tie an audit and programistic evaluation report shall be prepared.

XVI. Indemnification

The Corporation shall indemnify any Director, officer, and aget, from all loss, expenses, damages, costs, and attorney’s fees that such person may incur by reason of any legal proceedings instituted against that person in his capacity as a representative of the Corporation. All reimbursements of the above mentioned type are subject to funding sources guidelines.

However, if the Board of Directors, in its discretion, determines that such person was guilty of gross negligence or misconduct in the performance of his/her duties, the Corporation may not indemnify such person.

This provision shall not be interpreted as limiting or modifying, in any manner additional rights or remedies that such a person may have.

The Corporation reserves the right to intervene in and defend any legal proceeding instituted against a director, officer, or agent of the Corporation in his/her representative capacity as such.

XVII. Dissolution

If and when the Corporation is dissolved, it shall be dissolved according to the Corporate Statute for the State of West Virginia

XVIII. Amendments

These By-Laws may be amended from time to time by the Board of Directors with a majority vote (providing that a quorum is present) at ay meeting at which the amendments are brought to the floor for a vote.

At least five days notice shall be given to the Board of any proposed amendments prior to a vote by the Board.