Randal Johnson, Executive Director
COUNCIL OF THE SOUTHERN MOUNTAINS
(as last revised September 16, 2008)
SECTION 1. NAME OF CORPORATION:
The name of this corporation shall be Council of the Southern Mountains, Incorporated.
TYPE OF ORGANIZATION:
This corporation is a private, non-profit organization created under the laws of the State of West Virginia by Charter dated October 1, 1964. The corporation is not authorized to issue stock, and is therefore, to be a non-stock and non-dividend corporation, and no pecuniary profits shall be declared or paid to members thereof.
SECTION 3. SERVICE AREA:
The Council of the Southern Mountains, Inc. principally serves the County of McDowell. Additional counties may be served depending on programs approved by the Board of Directors.
SECTION 4. PRINCIPAL OFFICE:
The principal office, as place of business, will be located in West Virginia. The corporation may have other offices, places of business and activity in the County(ies) as its Board of Directors may from time to time determine.
SECTION 5. COMMUNITY
ACTION AGENCY DESIGNATION:
The Council of the Southern Mountains, Inc. has been designated by the County Commissioners of McDowell County as the Community Action Agency for the operations of anti-poverty programs in the respective county.
All corporation records including administrative and Board records shall be kept at the agency Central Office unless otherwise authorized by the Board of Directors and shall be secured.
SECTION 1. PURPOSE:
To serve as the principal private non-profit corporation in McDowell.
A. To provide services and activities which will have a measurable and possibly major impact on the elimination of the causes of poverty in a community or in an area of the community where poverty is a particularly acute problem;
B. To develop an effective anti-poverty program which encourages innovation, coordination, and specific program accomplishments in dealing with the problems of the poor;
C. To receive federal, state, and local government and private grants to assist low and moderate income persons as follows:
1. To secure and retain meaningful employment;
2. To attain an adequate education;
3. To make better use of available income;
4. To obtain and maintain adequate housing;
5. To obtain emergency assistance for health services, fuel, clothing, nutritious food tuff, housing and employment related assistance;
6. To remove obstacles and resolve problems which block the achievement of self-sufficiency;
7. To achieve greater participation in the affairs of the community.
D. To coordinate and establish linkages between the local government and local private or public social service agencies or groups to assure the effective delivery of social services to low and moderate income citizens;
E. To encourage the use of entities in the private sector to increase their efforts to relieve conditions of poverty in the community;
F. It shall be the policy and practice of the agency and every sub-agency not to discriminate against any employee, potential employees, employee applicants, or any beneficiary of our programs because of age, sex, race, color, religion, national origin, handicap, political affiliation, or marital status.
G. To provide quality programs, products, and services that:
1. Promote and facilitate financial, social, and psychological self-sufficiency.
2. Contribute to the revitalization and resurrection of McDowell County and other WV counties as approved by the Board of Directors to their highest economic and social potential; and
3. Empower the participants and/or recipients to take control over their future.
BOARD OF DIRECTORS
SECTION 1. NUMBER:
There shall be twelve (12) members selected to serve on the corporation Board of Directors or a number that is equal when divided by three to be a Tripartite Board of Directors.
SECTION 2. COMPOSITION:
The Board of Directors shall be composed of representatives of the low-income, public officials, and private organizations.
SECTION 3. SELECTION PROCEDURES:
The three groups represented on the Board of Directors shall be selected in the following manner:
Representation of the Low-Income or Minority Groups
Four (4) members of the governing Board or one-third of the Board membership shall be democratically selected representatives of the low-income or minority groups, who are residents of the areas The Council of the Southern Mountains is intended to serve. Representatives of the low-income or minority groups need not themselves be low-income or minority, but they shall be chosen in a democratic manner which ensures that they truly represent the low-income or minority groups.
Alternates for representatives of the low-income shall be selected in the same manner and at the same time as the representative themselves. The voters who select the representative shall also select the alternate. Each Board member shall have only one alternate. Each alternate may substitute for only one Board member. No Alternate may serve as an officer of the Board.
The representatives of the low-income or minority groups will be selected from the target areas is this manner:
Endwell/ War Cove/Raysal/Panther One Representative
Elkhorn/Keystone/Kimball One Representative
Gary/Pageton/Anawalt One Representative
Big Sandy/ Welch/Coalwood One Representative
At least sixty (60) days prior to the annual meeting, the Board shall contact the designated officials and identify those groups in poverty areas and the private groups and interests to be represented on the Board.
Method of Seating Board Members
The Board shall notify those groups and individuals identified in Section C above, to advise the Board prior to the annual meeting of the election or appointment, as the case may be, of their representative to be seated on the Board of Directors.
One-third (1/3) of the members of the board shall be elected public officials, holding office on the date of selection, or their representatives, except that if the number of such elected officials reasonably available and willing to serve on the board is less than 1/3 of the membership of the board, membership on the board of appointive public officials or their representatives may be counted in meeting such 1/3 requirement.
Each public official selected to serve on the Board may choose one permanent representative to serve on the Board either full-time in his/her place or whenever he/she is unable to attend a meeting. These representatives need not be public officials themselves, but they shall have full authority to act for the public officials whom they represent at meetings of the Board. These representatives may not select alternates to substitute for them. Each Board member may have only one alternate. Each alternate may substitute for only one Board member. No alternate may serve as an officer of the Board.
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 or shall be filled by appointment from the Board.
The remaining one-third (1/3) of the members shall be officials or members of business, industry, labor, religious, law enforcement, education, and other major groups and interests in the communities served.
These groups or interests shall be chosen by the board of Directors using these criteria:
1. Groups or interests which work with low-income people;
2. Groups or interests having professional expertise concerning low-income people and their concerns, and
3. Groups or interests having resources for community use.
The private organizations represented on the board shall select their own alternate, just as they select their own representative. As with the representative of the organization, the alternate shall be empowered to speak and act on behalf of the organizations which he/she represents. Each board member may have only one alternate. Each alternate may substitute for only one Board member. No alternate may serve as
an officer of the Board.
The Board of Directors shall balance the number of representatives from these groups among business, labor and social organizations if sufficient numbers of organizations desiring representation can be found. When more organizations want representation than there are available seats, the seats shall be rotated alphabetically among the target areas.
SECTION 4. PETITION PROCEDURE:
In the event that representative groups from private or low-income section feels itself inadequately represented on the Board of Directors of this corporation, such groups may petition the Board of Directors for adequate representation on this Board by following the procedure hereinafter set out.
1. Prepare a petition bearing the signature of no less than 25 persons belonging to the group concerned, stating that they are not adequately represented on the Board of Directors and the reason therefore. Such petition shall be presented to the Board of Directors.
2. Upon receipt of the petition, the Board of Directors shall instruct the Executive Committee to determine the merits of such complaint. The Executive Committee shall within fifteen (15) days from receipt of the petition, file a report with the Secretary of the Board, including recommendations.
3. At the next meeting of the Board of Directors following the date of filing of the committee report, the entire Board of Directors shall consider the recommendations of the Executive Committee and determine whether or not the group is adequately represented on the Board of Directors.
4. The Board shall then vote to determine if representation or additional representative shall be given to the petitioning group. If the petition is denied, the response to the spokesperson of the group shall include reasons in support of the Board’s decision. In any event, a copy of the petition, a copy of the committee’s report and recommendation, and a copy of the Board’s action on petition shall be sent to the Regional Office of the Community Services Administration (CSA).
5. In the event the Board shall vote in the affirmative to seat a representative of a petitioned group, it shall request of the County Commissioners collectively to appoint an elected or appointed public official to the board to maintain the proper percentages of public officials and of representatives of the area.
Any vacancy on the Board of Directors caused by resignation, death, or removal of a Director shall be filled by the constituency or group from which the Director was originally names, in the manner which provided for the Director’s original membership. Directors chosen to fill a vacancy shall serve for the unexpired term of their predecessors in office or by majority vote of the Board to fill the vacancy and serve out the term The Board of Directors shall fill all vacancies as soon as is possible, but within a ninety (90) day period.
SECTION 6. COMPENSATION:
No regular compensation to any Board member for their services on the Board is permitted. Board members may receive reimbursement for telephone calls made for official Board and/or agency business and for travel to and from Board, committee and agency meetings provided appropriate documentation is submitted prior to payment.
POWERS OF BOARD OF DIRECTORS:
The Board of Directors has all of the legal powers granted under the corporation’s state charter. In addition to these general corporate powers, the Board of Directors shall possess the following specific powers:
A. The authority to enter the corporation into legally binding contracts;
B. To appoint the Executive Director;
C. To determine, subject to Federal and/or State Regulations, major personnel, organization, fiscal, and program policies.
D. To determine overall program plans and priorities for all program components, including provisions for evaluating progress against performance;
E. To make final approval of all program component proposals and budgets;
F. To review and approve all contracts which obligate the corporation;
G. To appoint all advisory councils within program component guidelines;
H. To enforce compliance with all conditions of Federal, State, or private grants;
I. To delegate, within Federal and/or State guidelines, the operation of a program component:
J. To order an audit of all program components;
K. To determine, subject to Federal and/or State policies, rules and procedures for the governing Board.
SECTION 8. COMPLAINTS:
It is the intent of this policy to reduce Board Member Liability when approached about the business of The Council of the Southern Mountains and to reduce the risk of confusion between the Board, staff, clients, and the Executive Director.
It shall be the policy of this Board of Directors to refer all complaints, comments, and questions from the staff, staffs families, and/or friends to the Executive Director without comment. Board members should advise an individual that any complaints, comments and questions should be filed in writing, with the Executive Director. The Executive Director shall respond in writing. If the individual(s) is not satisfied with the written response provided by the Executive Director, he or she may request a meeting with the Board through the Executive Director. The Executive Director shall be required to advise the Board of the request and to schedule such a meeting if the Board so authorizes. The Board reserves the right to deny such a meeting to anyone when they feel the situation was handled timely and appropriately.
SECTION 9. CONFLICT OF INTEREST:
In the event any Director or a member of his or her family has a personal or business interest in, or is involved in nay way with an organization with whom the Board is considering a grant request or business contract, such interest or involvement shall be disclosed to the Board. In such event, the interested Director shall neither vote nor participate in the discussion of the matter. The interested Director shall be excused from the actual discussion and presence at that portion of the meeting when the matter giving rise to the apparent conflict is discussed. However, any Director who is excluded from voting or presence pursuant to this policy may answer pertinent questions of other Directors and be present with the interested Director’s knowledge regarding the matter will assist the Board.
The minutes of the meeting shall indicate that the interested Director disclosed the interest or involvement in the matter being considered by the Board, recused herself/himself from the discussion, and abstained from voting on the matter.
No employee of The Council of the Southern Mountains may serve as a member 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 any other Federal agency.
If any member of the Board of Directors applies for employment in any project operated by The Council of the Southern Mountains, 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.
The Board of Directors may remove any Board member for three (3) unexcused absences from regular or special meetings of the Board. A notice from the Board President shall
be mailed to the member who has missed two consecutive unexcused meetings as a warning.
Board members may be removed from their position for just cause by action of the
Board. Just cause shall be defined as: (1) Conflict of Interest; (2) Inappropriate Conduct
(i.e. disrupting meetings without cause); etc.
Procedures to be followed for removal are:
A. Removal of a representative of the low-income or of a private organization will be instituted by a petition requesting a Board complaint hearing on the removal of a member which bears the signatures of two-thirds (2/3) of the Board members of the Corporation, presented at the 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 shall be mailed at least two weeks 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.
SECTION 11. TERM OF
Representatives of the low-income shall be chosen for a staggered term of two (2) years. Representatives of the low-income, private organizations and elected officials or their representatives may serve three (3) consecutive terms, or a total of six (6) years. After six (6) years of consecutive service, a representative of the low-income or private organization may not serve on the board for at least one (1) year. Public officials, or their representatives, may serve as long as the public official is currently holding office.
SECTION 12. FORMER EMPLOYEES:
No former employee shall be eligible for membership on the Board of Directors for a period of (5) years after date of separation of employment from The Council of the Southern Mountains.
SECTION 1. ANNUAL MEETING:
The annual meeting of the Board of Directors shall be held in November of each year on such date and at such time as the Board of Directors may determine.
1. Each year at the annual meeting set by these by-laws, the board shall complete any unfinished business so far as that can be done within the time limits of the meeting;
2. The Board shall promptly elect a Nomination Committee in accordance with the by-laws;
3. The Nomination committee shall promptly retire and deliberate on a slate of officers. It shall then return and report to the full Board. Members of the newly selected Board may take nominations from the floor to supplement the committee’s slate.
SECTION 2. REGULAR MEETINGS:
Regular meetings of the Board of Directors shall be established by the Board of Directors, as such date and time as may be most convenient for all members of the Board. The Board of Directors may establish a regular meeting place or move the meeting from place to place.
SECTION 3. SPECIAL MEETINGS:
Special meetings of the Board of Directors can be called by the President of the Board of Directors or at the written request of a majority of the current number of seated Board of Director members. The notice of time, place and exact purpose of the special meeting shall be mailed to the Board of Director members at least seven working days in advance of the meeting date.
The special meeting will consider only the items of business specified in the call of the meeting, with the possible exception of details of very minor importance, as those listed in Roberts Rules of Order. If, at a special meeting, it becomes urgent in an emergency to take action for which no notice was given, that action, to become legal, must be ratified at a regular Board of Director meeting or, if ratification also cannot wait, at another special meeting properly called for that purpose.
SECTION 4. QUORUM:
A quorum for a meeting of the Board of Directors for the transaction of business shall be at least 51% of the non-vacant seats on the Board. One or more Directors may participate in a meeting of the Board, a committee of the Board by means of conference telephone or similar electronic communications equipment by means of which all persons participating in the meeting can hear each other.
Whenever a vote of the Directors is required or permitted in connection with any corporate action, this vote may be taken orally during this electronic conference. The agreement thus reached shall have like effect and validity as though the action were duly taken by the action of the Directors at a meeting of the Directors if the agreement is reduced in writing and approved by the directors at the next regular meeting of the Directors after the conference.
5. RECORDING OF MINUTES:
The Board shall keep written minutes for each meeting which fairly and accurately reflect the business of the meeting, including a record of votes on all motions. Minutes of previous meetings shall be distributed to all members before the next meeting and copies made available to the public.
SECTION 1. MEMBERSHIP AND QUORUM:
The President of the Board of Directors shall appoint all committee members, with the approval of the Board of Directors, who shall serve for a period of one year. All committees shall fairly represent the composition of the full Board. A quorum for all committees of the Board of Directors shall be 50% of the non-vacant seats of each committee.
SECTION 2. EXECUTIVE COMMITTEE:
The Executive Committee shall consist of the President, Vice-President, Secretary, Treasurer, Executive Director, and one other Board member elected by the Board of Directors or appointed by the President from its membership. The committee transacts routine and ordinary business between meetings of the full Board. The Executive Committee shall exercise such other powers as may be assigned to it by action of the Board of Directors. The committee shall keep minutes of its meetings, accurately reflecting all actions taken by it and a copy of such minutes attested by the principal officer and Secretary of the committee shall be filed with the Board of Directors at its next meeting.
SECTION 3. FINANCE COMMITTEE:
The Finance Committee shall have the responsibilities of reviewing and recommending the proposed program component budgets, monitoring the corporation’s financial transactions to assure compliance with adopted budgets, to recommend alternative budget expenditures, to generally oversee assets, including inventories, and liabilities to assure that recognized principles of good financial administration are being followed and to arrange for the audit of the financial records of each program component of the corporation. The committee shall be chaired by the Treasurer of the Board of Directors.
The Personnel Committee shall carry out the Board of Directors responsibility for matters of policy concerning the hiring, performance, work conditions, and termination of the staff, and shall recommend to the full Board, within the framework of Federal and/or state regulations, the personnel policies and procedures governing the staff.
SECTION 5. EQUAL OPPORTUNITY COMMITTEE:
The Equal Opportunity Committee shall oversee the implementation of The Council of the Southern Mountains, Inc., Civil Rights Program, be familiar with the Civil Rights Regulations and the Agency
Affirmative Action Plan, receive complaints regarding Equal Opportunity, evaluate and make recommendations to the Board of Directors and work closely with the Equal Opportunity Officer.
SECTION 6. PLANNING COMMITTEE:
The Planning Committee shall review for and recommend to the Board of Directors, all program components proposals. The committee shall periodically evaluate program
component effectiveness and recommend program change.
7. OTHER COMMITTEES:
All committees will be appointed on an “as needed” basis.
OFFICERS AND DUTIES
SECTION 1. OFFICERS:
The officers of this corporation shall consist of a President, Vice-President, Secretary, Treasurer, and Executive Secretary who shall be chosen by the Board of Directors at a meeting immediately following the annual Board meeting.
SECTION 2. DUTIES:
The duties of the officers shall be as follows:
Shall preside at all meeting of the Board of Directors; appoint all committee members with the approval of the Board of Directors; call meetings when requested by the Board of Directors; and when he/she deems it necessary according to Article 4, and to, in general, perform the duties incident to the office. The President shall review before the Board all correspondence that is addressed to him/her or the Board.
Shall perform all duties incident to the office of President in the event the President is unable to act or perform the duties of this office.
Shall keep and be responsible for all records of the organization, including historical documents, media coverage, and awards. To ensure the accuracy and safekeeping of the minutes. Oversee the preparation and transmission of Board correspondence. In the event the President and Vice-President are unable to act or perform the duties of the office of President, the Secretary shall perform the office of President.
Shall serve as chairperson of Finance Committee and shall monitor the Corporation’s revenue and expenditures. The Treasurer shall be bonded in such amount as the Board of Directors may determine.
To record and distribute minutes of meetings, to prepare and transmit Board correspondence, and to act as the custodian of those previously referenced documents. Usually the Executive Secretary is the Corporation’s Executive Director.
SECTION 3. REMOVAL
Any officer or member of any committee appointed or elected by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interest of the Corporation would be served thereby, but such removal shall be in accordance with the elements of due process, and without prejudice to the contract rights, if any, of the person so removed.
SECTION 4. TERM
The officers of the Board shall be elected for a term of one (1) year. Each officer can serve unlimited terms at the will and pleasure of a majority vote of the Board of Directors.
SECTION 1. SELECTING EXECUTIVE DIRECTOR:
The Executive Director shall be selected by the Board of Directors, and serves at their will and pleasure. He/she shall be a capable and responsible person, of good character and reputation, sympathetic with the objectives of the corporation and the administrative policies promulgated thereunder, and not a member of any subversive organization.
He/she shall possess the abilities to effectively perform the duties of staff director as specified in Section 2 of this article.
DUTIES OF EXECUTIVE DIRECTOR:
A. Surveying the nature and extent of poverty conditions in the member counties;
B. Analyzing the findings and plan programs and projects designed to alleviate, rectif, or remove the causes of such conditions;
C. Conducting, administering, and supervising such programs and projects upon funding, subject to the policies of the Board of Directors;
D. Mobilizing the entire resources of the community, particularly the low-income persons themselves, and including any and all agencies and organizations concerned with poverty;
E. Evaluating the effectiveness of programs and projects and reporting such findings to the Board of Directors and the appropriate funding agency;
F. Recruiting, hiring, directing and maintaining the administrative and operation staff pursuant to personnel policies established by the Board;
G. Keeping the Board informed of all problems and accomplishment of the administrative staff;
H. Preparing the preliminary budget and other funding documents for Board consideration;
I. Maintaining custody of all funds and property of the corporation. Maintaining financial and inventory records. Shall make separate financial statements of income and expense, assets and liabilities, in a form approved by the Board and present at regular meetings of the board, reports of his accounts;
J. Furnishing staff support, as directed, to the Board. He shall prepare agenda in cooperation with the President and issue notices of all Board meetings. He shall furnish staff support to Board committees and to policy advisory committee as directed by the Board.
SECTION 3. BOARD
The Board of Directors, through the Personnel Committee, may evaluate the Executive Director at anytime but shall evaluate the Executive Director annually.
FISCAL AND PROGRAM REVIEW
SECTION 1. FINANCIAL REPORTS:
The Board of Directors will review and approve at each monthly meeting, a financial report of all program components. The report will show amount of budget, spent to date, projected expenditure to date, and balance on hand.
DISBURSEMENT OF FUNDS
Two signatures shall be required on all issued checks.The Executive Director shall sign all checks of $3,000 or more with a handwritten signature.
SECTION 3. AUDITS:
The Board of Directors shall have audits performed for each program component and copies of the audits mailed to appropriate funding agencies. The audits shall be reviewed by the Finance committee and presented to the Board of Directors at the next regular meeting following receipt and review of the audit.
SECTION 4. PROGRAM REVIEWS:
The Board of Directors shall periodically, as required by grantors, prepare and submit program progress reports which shall be reviewed by the planning committee and presented to the Board of Directors for approval.
RULES OF ORDER
SECTION 1. RULES OF ORDER:
Robert Rules of Order, latest edition, shall be parliamentary authority for all matters of procedure not herein specified or stipulated by the Articles of Incorporation or Charter.
SECTION 2. CONFORMITY:
The foregoing by-laws shall conform to state and federal law and necessary requirements of the Office of Community Services Administration.
AMENDMENTS OF BY-LAWS
SECTION 1. PROCEDURE:
These by-laws may be amended or repealed by two-thirds 2/3 of the members of the Board of Directors present and voting at any regular meeting or at any special meeting providing that a quorum is present as stipulated in Article W, Section 4, provided that the notice of said meeting, containing information regarding the nature of the proposed amendments is provided to the separate members at least five (5) days in advance of such meeting.
SECTION 2. NOTICE OF AMENDMENT:
Amendments to the by-laws will be typed and forwarded to the Board of Directors and appropriate State agencies.
SECTION 1. DISSOLUTION:
In the event this corporation is voluntarily dissolved, all assets, property, funds, equipment, and materials will be disposed of in accordance with federal regulations, West Virginia Corporate Law, and any regulations of grantors having jurisdiction. All records of the corporation will be disposed of in the same way.
SECTION 2. STORAGE OF RECORDS:
All work papers, reports, and financial records shall be retained in an easily accessible location for a minimum of three (3) years from the date of the last audit report, unless notice is given to the Board to extend the retention period.
The fiscal year of the Corporation shall be from September 1 through August 31 at which time an audit and evaluation report shall be prepared according to regulations set forth by the West Virginia Development Office.