By-laws

 

 

BY-LAWS

DIABETES COALITION OF PALM BEACH COUNTY

The following are the bylaws of the Diabetes Coalition of Palm Beach County adopted by a formal vote of the majority of the full membership on September 21, 2012 and put into effect on that day.

ARTICLE I- Name, Purpose

Section 1:  Name.

The name of this Coalition is the Diabetes Coalition of Palm Beach County hereafter referred to as the (“Coalition.”)

Section 2:  Purpose.

The Coalition is an alliance of healthcare organizations and community partners working together to prevent diabetes and improve the lives of people living with the disease and those who are touched by it through:

  • Education
  • Awareness
  • Quality Services
  • Management
  • Advocacy

 

Vision:  Palm Beach County is a national model for controlling and preventing the incidence of diabetes.

ARTICLE II- Leadership

Section 1: Role, composition and compensation.

The Coalition Executive Committee is responsible for guiding the overall policy and direction of the Coalition.  The executive committee’s role will generally be to discuss and analyze specific issues, policies, problems, etc., and make recommendations to the full membership. The executive committee shall consist of a Chair, Vice Chair/Membership, Secretary, Treasurer, Immediate Past Chair and chairs of each of the work committees.  The general membership shall strive to elect leadership that is representative of the following sectors: education/research, clinical services, community outreach; and policy, planning and advocacy. Executive committee members are volunteers and receive no compensation. Their specific duties are as follows:

  1. Chair.  The chair shall convene regularly scheduled general membership meetings and executive committee meetings.  He/she shall preside over the meetings.
  2. Vice Chair/Membership.  The vice chair serves as the chair in the absence of the chair. He/she shall be responsible for keeping track of membership numbers, orienting new members and introducing new members to the Coalition general membership.
  3. Secretary. The secretary shall be responsible for maintaining the records of the general membership meetings and the executive committee meetings, including minutes, meeting notices and other announcements.
  4. Treasurer.  The treasurer shall prepare the annual budget for acceptance by the general membership.  He/she shall report on the financial condition of the Coalition at all executive and general membership meetings.
  5. Immediate Past Chair. The immediate past chair shall provide guidance and support to the new chair and shall actively participate in executive committee responsibilities.

 

The Executive Committee may work on any or all of the following:

  1. Strategic planning and visioning
  2. Coordination of Coalition work committees
  3. Values and ethics matters
  4. Programming oversight
  5. Financial oversight
  6. Policy development
  7. Sensitive or confidential matters

 

The Executive Committee may not:

  1. Amend the by-laws
  2. Dismiss or elect new officers

Section 2:  Election of Officers.

The slate of officers will be presented at the annual meeting of the general membership.  Each candidate will be given the opportunity to present his/her qualifications and state his/her reason for applying.  The vote will be conducted in writing, counted by the members of the governance/nominating committee and two members of the general membership. Officers will be elected by a majority of the membership in attendance at the annual meeting only if a quorum has been met.

Section 3: Terms.

The term is a two-year term.  The officer may serve two (2) consecutive terms.  A former officer may apply for the same or another position on the executive committee after one year off.

Section 4:  Quorum.

A majority of the full executive committee members shall constitute a quorum for the transaction of business at any executive committee meeting.

Section 5:  Vacancies.

When a vacancy on the executive committee exists, nominations from present members of the Coalition will be accepted by the Coalition Governance/Nominating Committee.  The nominations will be presented to the full membership at the next general membership meeting where the candidate will have the opportunity to present his/her qualifications and intent.  Voting will be in writing.  The governance/nominating committee and two members of the general membership will observe the counting of the votes. The results of the election will be posted within 24 hours.  Vacancies will be filled only to the end of the departing officer’s term.  The new officer can then be considered for the next general election.

Section 6:  Resignation, Termination and Absences.

Resignation from the executive committee must be in writing and received by the chair.  An officer will be removed from the executive committee if he/she misses more than 50% of the meetings.  An officer may be removed for other reasons by a majority vote of the remaining executive committee members.

Section 7:  Conflict of Interest.

Any member of the executive committee who has a financial, personal or official interest in, or conflict (or appearance of a conflict) with any matter pending before the executive committee, of such nature that it prevents or may prevent that member from acting on the matter in an impartial manner, will offer to voluntarily excuse him/herself and will vacate his seat and refrain from discussion and voting on said items.  If said interest interferes with the executive committee member’s ability to fulfill his/her overall duties impartially and in the best interest of the Coalition, he/she shall resign from the position or be removed by a majority vote of the remaining executive committee members.

ARTICLE III—General Membership

Section 1: Membership.

Any individual who supports the mission of the Coalition will be eligible for membership by completing an application.  Memberships must be renewed annually to confirm commitment to the work of the Coalition.

Section 2: Conflict of Interest.

Members may not use the Coalition as a means to solicit their own products or services, or to achieve their own personal agenda.

Section 3: Goals.

The goals of all members shall include but not be limited to:

  1. Promote the collaboration and communication among organizations and individuals active in the field of diabetes prevention and control;
  2. Guide a comprehensive approach to diabetes services and information
  3. Establish annual goals and objectives
  4. Recommend and advocate for activities to reduce the burden of diabetes in Palm Beach County and the state of Florida
  5. Serve as ambassadors of the Coalition in Palm Beach County

 

ARTICLE IV- General Coalition Meetings

Section 1:  General Membership Meetings.

General meetings shall be conducted quarterly.  The schedule will be set by the executive committee and announced at the annual meeting.

Section 2:  Special Meetings.

Special meetings may be called by the chair and require at least 48 hours of notice.

Section 3:  Attendance.

Members are strongly encouraged to attend all of the quarterly meetings.

Section 4:  Quorum.

A quorum shall consist of one-third or greater of the full membership at that date in time. The vice chair of membership will report the number of present members at the beginning of each meeting and announce if a quorum is present.  No action items that require a vote may be passed if a quorum is not present.  The only motion that the chair shall entertain is a motion to adjourn.

Section 5:  Conducting General Meetings.

General meetings shall be presided over by the chair of the executive committee.  In his/her absence the vice chair shall preside over the meeting or in his/her absence by a meeting chair chosen by the chair or vice chair.  The secretary shall act as secretary of all meetings, or, in his or her absence, shall appoint another executive committee member to act as secretary of the meeting.

ARTICLE V- Working Committees

Section 1:  Appointment and Dissolution.

The chair of the Coaliton, with the majority support of the executive committee, may appoint or dissolve work committees.

Section 2:  Chairs.

Each working committee shall select a chair from within its membership.  The chair of each working committee shall also hold a position on the Executive Committee.

Section 3:  Service on Working Committees.

The vice chair of membership shall supply each chair of a working committee with the names of members who have agreed to serve on his/her working committee.

ARTICLE VI- Amendments

Section 1:  Revisions and Additions.

These by-laws will be reviewed annually. The governance/nominating committee will recommend the amendments to the full membership at a general Coalition meeting.  The by-laws may be amended by a two-thirds majority of the active membership.