Bylaws

RECITALS

The Clark County Family and Children First Council (hereinafter referred to as the "Council"), has been formed for the purpose coordinating and integrating those services within Clark County which are available for families and children and for the purpose of establishing a comprehensive, multi-disciplinary, interagency system for the delivery of such services in order to more effectively meet the needs of families and children in Clark County, Ohio. The Bylaws have been adopted by the Board of Trustees pursuant to Article 3 of the Agreement of Articles establishing the Council to provide guidelines for the conduct of business of the Council by the Board. In the event of any conflict or inconsistency between the provisions of the Articles and these Bylaws, the Articles shall govern. The Bylaws may be amended from time to time by the Board as provided in the Articles.

ARTICLE 1.

DEFINITIONS

SECTION 1.1 Definitions. Terms defined in the singular shall include the plural and vice versa. Pronouns in any gender shall include the masculine, feminine and neuter, as the context permits. All references to a "section" refer to these Bylaws unless the context otherwise requires. The capitalized terms in these Bylaws shall have the following meanings:

ARTICLES shall mean the Agreement of Articles to establish the Clark County Families and Children First Council, which is a regional council of governments established pursuant to Section 167.01 et seq. of the Ohio Revised Code.

BYLAWS shall mean these Bylaws adopted by the Board of Trustees of the Council pursuant to authority granted to it in the Articles.

BOARD shall mean the Board of Trustees of the Clark County Family and Children First Council as established in the Articles.

COUNCIL shall mean the Clark County Family and Children First Council established pursuant to Section 121.37 of the Ohio Revised Code, as amended.

MEMBER shall mean those counties, municipalities, school boards, health districts and other political subdivisions of the State of Ohio which have entered into the Agreement of Articles establishing the regional council of governments known as the Clark County Family and Children First Council.

TRUSTEE shall mean those natural persons appointed or designated as representatives of the Members on the Board of Trustees or designated to represent other entities required to be represented on the Council pursuant to Section 121.37 of the Ohio Revised Code.

ARTICLE 2.

BOARD OF TRUSTEES

SECTION 2.1 Authority. The authority of the Board of Trustees shall be as set forth in the Agreement of Articles establishing the Council.

SECTION 2.2 Composition. The Composition of the Board of Trustees shall include those parties required to be represented pursuant to Section 121.37 of the Revised Code, as it may from time to time be amended, including:

1. At least three (3) individuals whose families are or have received services from an agency represented on the Council or another county's Council.

2. The Executive Director of the Eastern Miami Valley Alcohol, Drug Addiction and Mental Health Services Board, or another person as may be designated by the Director.

3. The Health Commissioner of the Board of Health of the City of New Carlisle, Ohio, or the Commissioner's designee.

4. The Health Commissioner of the Combined Health District of the County of Clark, Ohio, or the Commissioner's designee.

5. The Director of the Clark County Department of Human Services.

6. The Deputy Director of Children's Services within the Clark County Department of Human Services.

7. The Superintendent of the Clark County Mental Retardation and Developmental Disabilities Board.

8. The Clark County Juvenile Court Judge

9. The Superintendent of the Springfield City Schools.

10. A Superintendent representing all other school districts within Clark County as designated at a biennial meeting of the superintendents of those districts.

11. A representative of the City of Springfield.

12. The Chairperson of the Board of Clark County Commissioners, or an individual designated by the board.

13. A representative of the regional office of the Ohio Department of Youth Services.

14. A representative of the Clark County's Head Start Agency or Agencies as defined in Section 3301.31 of the Ohio Revised Code.

15. A representative of the Clark County Early Intervention Collaborative established pursuant to the "Education of the Handicapped Act Amendments of 1986".

16. The Executive Director of the United Way of Clark County, as a representative of a local nonprofit entity that funds, advocates, or provides services to children and families.

17. The Executive Director of the Council shall be an ex-officio member of the Board without a vote.

SECTION 2.3 Designation and Removal of Trustees. The City of Springfield and the Board of Clark County Commissioners, each of which is authorized by the Articles to designate a representative to the Board, shall provide to the Secretary of the Board of Trustees a copy of its formal resolution naming its representative. Such designation of representative shall not require election and shall remain effective until a replacement representative is designated by formal action of the appointing authority. The representative of the Ohio Department of Youth Services shall be by written appointment of the Director of such Department. The written appointment shall be delivered to the Secretary of the Board. The designation of representative shall not require election and shall remain effective until a replacement representative is designated by the Director by written notice. Any trustee or alternate trustee may be removed, with or without cause, at any time by the Member which appointed such person. The Member shall give written notice of such removal to the President or Executive Director as soon as practical thereafter.

SECTION 2.4 Alternate Trustees. Each party to the Council referred to in Section 2.3 above, shall have the right to appoint one person to serve as an alternate trustee. The alternate trustee shall have the right to take the place of any absent trustee at any meeting of the Board with full authority to act in the place of the absent trustee. Any such alternate trustee must meet the qualifications for appointment or designation as a member of the Board of Trustees as provided in Section 121.37 of the Ohio Revised Code. The appointing authority shall approve such appointment by formal resolution, a copy of which shall be provided to the Board of Trustees.

SECTION 2.5 Resignation of Trustees. Any representative or alternate representative may resign at any time by giving written notice to the President or Executive Director and to the Member which appointed such person. Acceptance of any resignation shall not be necessary to make it effective unless so specified in the resignation.

SECTION 2.6 Vacancies. Any vacancy among the members of the Board listed in Section 2.2, paragraphs (1) through (16) shall be filled without election by formal action of the appointing authority. Notice of such designation of representative shall be provided to the Board as set forth in Section 2.3, above.

SECTION 2.7 Representatives of Families. In selecting Trustees to represent the interests of families in Clark County under Section 2.2, paragraph 16 above, nominations will be requested from the Nominating Committee of those persons who have been recipients of family and children services in Clark County during the past year. Persons so nominated will be selected by the Board of Trustees or its Executive Committee as soon as practicable following receipt of such nomination. The term of office of such members shall be three (3) years from the date of appointment, except that of those first appointed, one shall serve for a term of three (3) years, one for a term of two (2) years and one for a term of one (1) year, and thereafter, one shall be appointed each year. Such members may be eligible for an additional term of three (3) years. Any vacancy among this class of Trustees shall be filled for the unexpired term by the Executive Committee. The person filling the vacancy shall meet the applicable requirements imposed by the Articles establishing the Council.

SECTION 2.8 Ex Officio Trustees. The Board may appoint one or more persons as ex officio members of the Board. Such ex officio trustees shall be entitled to be present in person, to present matters for consideration and to take part in consideration of all business by the Board. However, such ex officio trustees shall not be counted for purposes of a quorum or for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by the Board.

ARTICLE 3.

MEETINGS OF THE MEMBERSHIP

SECTION 3.1 Place of Meetings. The board of Trustees may hold meetings at any location within or without Clark County. 4

SECTION 3.2 Annual Meeting. The annual meeting of the Board of Trustees shall be held on the fourth Tuesday of May or such other date determined by action of the Board of Trustees, at which time the annual report of the Board shall be received and reviewed and officers for the succeeding fiscal year shall be elected.

SECTION 3.3 Regular Meetings. The Board of Trustees shall hold regular meetings on a date and time established by action of the Board of Trustees.

SECTION 3.4 Special Meetings. Special meetings shall be held upon the call of the President, Vice President or any five (5) Trustees.

SECTION 3.5 Quorum. The presence in person of one-half (1/2) of the membership of the Board of Trustees shall constitute a quorum. The Trustees present at a duly organized meeting may continue to do business until adjournment, notwithstanding the withdrawal of enough Trustees to leave less than a quorum.

SECTION 3.6 Voting. Each Trustee, except ex officio Trustees, shall be entitled to one vote. Except as specifically provided in the Articles or these By-laws, the Board of Trustees shall act by majority vote of those present at any duly called meeting at which the requirements of a quorum are satisfied. A vote to amend these Bylaws shall require a majority vote of the full membership of the Board of Trustees. Trustees may not vote by proxy, however, alternate trustees shall have the full authority to vote in the absence of the designated trustee.

SECTION 3.7 Notice.

(a) To Trustees. Prior notice of every meeting of the Board of Trustees stating the time and place, and the purpose thereof shall be given not less than five (5) business days before the date of the meeting, by serving the notice personally to each Trustee or by mailing the same to the address of such Trustee as last shown upon the records of the Council; provided that notice of any meeting may be waived in writing by any Trustee before or after such meeting. Attendance by a Trustee at a meeting shall constitute a waiver of notice of the meeting.

(b) To Others. A Schedule of all regularly scheduled meetings of the Board of Trustees shall be posted in the lobby of the Council's offices (or at such other place as may be directed by the Executive Director) and a copy shall be sent to any newspaper, radio station, television station or other member of the news media requesting such information. In the case of all special meetings of the Board of Trustees, notice of such meetings shall be given to any member of the news media which has requested such notice in such a manner as to be received at least twenty-four hours in advance of any such special meeting; provided that if the special meeting is being called to deal with an emergency requiring immediate action, notice of the time, place and purpose of the meeting shall be given immediately to such members of the new media but need not be received by them at least twenty-four hours prior to the start of the meeting. A copy of the notices and agendas prepared for all regular and special meetings shall be mailed at least two days prior to the date of the meeting to all persons who have requested such information. At its election, the Executive Committee may require the payment by such persons on an annual basis, of a sum sufficient to offset cost of such mailings. If such mailings are not practical under the circumstances, the same information shall be given by telephone as early as possible.

SECTION 3.8 Electronic Meetings. Any meeting and voting may be held by telephone or though other electronic communications equipment if all Trustees participating can hear or communicate with each other.

ARTICLE 4.

COMMITTEES

SECTION 4.1 Standing Committees. The Board shall have the following standing committees:

Executive Committee
Finance Committee
Nominating Committee
Child and Family Collaborative
Interagency Children�s Cluster

SECTION 4.2 Executive Committee. The Executive Committee shall be composed of the Officers of the Board, the chairpersons of all standing committees and such other Trustees as determined by the Board from time to time. The President of the Board shall serve as the chair of the Executive Committee. The Executive Committee shall have the power to transact all of the business of the Board during the interim between meetings of the Board and shall have and exercise the authority of the Board in the management of the Council subject only to those restrictions established by the Board. The designation of the Executive Committee and the delegation thereto of such authority shall not operate to relieve the Board, or any individual Trustee, of any responsibility imposed by law. The Executive Committee shall be subject to the control and direction of the Board.

SECTION 4.3 Finance Committee. The Finance Committee shall consist of the Treasurer of the Board who shall serve as its chair, and such additional members as the President may appoint. The Finance Committee shall have the responsibility to prepare and present to the Board a proposed annual budget and schedule of dues to be paid by the Members of the Council, to review the annual audit report, and to regularly review financial statements.

SECTION 4.4 Nominating Committee. The Nominating Committee shall consist of a Chairman appointed by the President and such other members as the President shall appoint. The Nominating Committee shall have the responsibility to prepare and present nominations of those individuals who would serve as representatives of families pursuant to Section 2.7, above. The Nominating Committee shall also be responsible for preparing and presenting a slate of officers for election at the annual meeting.

SECTION 4.5 Child and Family Collaborative. The Child and Family Collaborative (Early Intervention County Collaborative Group) shall be an "open membership" committee consisting of individuals or agencies who are advocates of the Child and Family Collaborative (CFC) mission: To enhance the health and well being of infants, children and their families. The CFC chair shall be elected bi-annually by the membership of the committee. The committee shall function in accordance with its current bylaws.

SECTION 4.6 Interagency Children�s Cluster. The Interagency Children�s Cluster shall be an "open membership" committee consisting of individuals or agencies who support the purpose of the Interagency Children�s Cluster (Cluster): To assist the Council to evaluate and prioritize services, fill service gaps where possible, and invent new approaches to achieve better results for multi-need children and their families. The Cluster chair shall be elected bi-annually by the membership of the committee. The committee shall function in accordance with its current operating guidelines/bylaws.

SECTION 4.7 Ad Hoc Committees. The Board shall appoint such ad hoc committees as needed for the operation of the Council. The committees may be either advisory in nature or act with the authority of the Board, provided that any committee that acts with Board authority shall consist solely of Trustees. Those committees which are advisory in nature may include individuals who are not Trustees.

SECTION 4.8 Alternate Committee Members. The Board may appoint one or more Trustees as alternate members of any committee, which alternate member may take the place of any absent member at any meeting of such committee.

SECTION 4.9 Ex Officio Committee Members. The Board may appoint one or more persons (including persons who are not Trustees) as ex officio members of any committee, which ex officio member shall be entitled to be present in person, to present matters for consideration and to take part in consideration of any business by the committee at any meeting of the committee. Such ex officio member shall not be counted for purposes of a quorum or for purposes of voting or otherwise in any way for purposes of authorizing any act or transaction of business by such committee.

SECTION 4.10 Term. Unless otherwise specified by the Board, appointment to a committee shall be for a period of one (1) year.

SECTION 4.11 Manner of Acting. Unless otherwise ordered by the Board, a committee shall act by a majority of all of its members at a meeting at such place or through electronic communication as permitted under applicable Ohio law or by a writing or writings signed by all of its members. All committees of the Board shall prepare minutes to be filed with or entered upon the records of the Council. A majority of committee members shall constitute a quorum. "Members" for purposes of determining a quorum and for purposes of voting does not include advisory or ex-officio members.

Section 4.12 Authority. A committee is authorized to take any action or transact any business specifically delegated by the Board. If a committee is delegated complete authority to take a specific action or to transact a specific business matter by the Board, any such action or business transaction of the committee pursuant to the delegation of authority shall be as effective for all purposes as an act or business transaction by the Board.

SECTION 4.13 Chair. Unless otherwise specified by the Board or these Bylaws, the chair of each committee shall be appointed by the President.

ARTICLE 5.

OFFICERS

SECTION 5.1 Board Officers. The Board Officers of the Council shall be a President, Vice President, Secretary and Treasurer and such other officers deemed necessary by the Board. Each of the Board Officers shall be a Trustee.

SECTION 5.2 Appointment of Board Officers. The Board Officers shall be elected at the annual meeting of the Board each calendar year. The Board Officers shall hold office for one (1) year beginning on July 1 of the year of their election or until a successor is elected. So long as a person is a Trustee, there is no limitation on the number of offices or terms of office a Trustee may serve. Trustees may hold more than one office at one time, however, the President may not hold more than one office at one time. New Board offices may be created and filled at any meeting of the Board.

SECTION 5.3 Resignation. Any Board Officer may resign at any time by giving written notice to the President, or in the case of the President, to the Vice President. Unless otherwise specified therein, a resignation shall become effective upon delivery. The acceptance of such resignation shall not be necessary to make it effective unless so specified in the resignation.

SECTION 5.4 Removal. Any Board officer may be removed by the Board, with or without cause, at any meeting.

SECTION 5.5 Vacancy. Any vacancy in a Board office for any reason may be filled by the Board in such a manner as it determines to be appropriate under the circumstances.

SECTION 5.6 President. The President shall call and preside at all meetings of the Board and the Executive Committee, if any. The President shall provide leadership to the Board and its committees. The President shall have such other authorities and duties as may be delegated from time to time by the Board.

SECTION 5.7 Vice President. The Vice President shall, in the absence of the President, perform the duties of the President and while so acting, the Vice President shall have all powers and authorities of, and shall be subject to the restrictions upon, the President. The Vice President shall have such other authorities and duties as are delegated by the Board or the President.

SECTION 5.8 Secretary. The Secretary shall take or cause to be taken minutes of all meetings of the Board and shall be custodian of all records and reports of the Board. The Secretary shall have such other authorities and duties as are delegated by or as may be delegated from time to time by the Board or the Executive Director.

SECTION 5.9 Treasurer. The Treasurer shall have supervision of all funds of the Council and shall serve as chair of the Finance Committee. The Treasurer shall have such other authorities and duties as are delegated by or as may be delegated from time to time by the Board.

ARTICLE 6.

CONFLICTS OF INTEREST

SECTION 6.1 General Policy. Recognizing that Trustees and officers have a duty of loyalty and fidelity to the Council and they must govern the Council's affairs honestly and economically exercising their best care, skill and judgment for the benefit of the Council, to avoid even the appearance of impropriety, the Trustees and officers of the Council shall disclose to the Board any situation wherein the Trustee or officer has a conflicting interest or duality of interest that could possibly cause that person to act in other than the best interest of the Council.

SECTION 6.2 Procedure. Any trustee or officer having a conflicting interest or duality of interest in any transaction shall follow the following procedures:

(a) Any Trustee having a known duality of interest or possible conflict of interest on any matter should make a disclosure of such conflict to the other Trustees. Such Trustee should not vote, participate in deliberations, or use his or her personal influence on the matter, but such Trustee may be counted in determining the quorum for the meeting. The minutes of the meeting should reflect the making of the disclosure, the abstention from voting and deliberation, and the quorum situation.

(b) Any officer having a known duality of interest or possible conflict of interest on any matter before such officer for administrative action shall report the conflict to the President or, in the case of the President, to the Vice President. Such officer shall abstain from taking any administrative action on such matter.

The requirements in this section 6.2 shall not be construed as preventing any trustee or officer from briefly stating his or her position in the matter, nor from answering pertinent questions of the Board or other officers.

ARTICLE 7.

INDEMNIFICATION

SECTION 7.1 Persons Indemnified. Except as otherwise provided in this section 7.1 or as otherwise prohibited by law, the Council may indemnify each person who, by reason of being or at any time having been a Trustee, officer or employee of the Council, is named or otherwise becomes or is threatened to be made a part to any action, suit, investigation or proceeding (or claim or other matter therein), and the Council by the Board may indemnify any other person as deemed proper by the Board, against any and all costs and expenses (including attorney fees, judgments, fines, penalties, amounts paid in settlement, and other disbursements) actually and reasonably incurred by or imposed upon such person in connection with any action, suit, investigation or proceeding (or claim or other matter therein), whether civil, criminal, administrative or otherwise in nature, with respect to which such person is named or otherwise becomes or is threatened to be made a party by reason of being or at any time having been a Trustee, officer, employee or other agent of or in a similar capacity with the Council, or by reason of being or at any time having been, at the direction or request of the Council, a Trustee, officer, volunteer, administrator, employee, Member, advisor or other agent of or fiduciary for any other corporation, partnership, trust, venture or other entity or enterprise including any employee benefit plan of the Council.

SECTION 7.2 Scope of Indemnity. Unless it is proved, by clear and convincing evidence in a court with jurisdiction that the act or omission of the Trustee, officer or volunteer for which liability is being asserted in an action, suit, or proceeding referred to in section 7.1 was one undertaken with a deliberate intent to cause injury to the Council or was one undertaken with a reckless disregard for the best interests of the Council, any Trustee, officer or volunteer who is the subject of an action, suit or proceeding referred to in section 7.1 may be entitled to the indemnification mandated by such section 7.1.

SECTION 7.3 Advancement of Expenses. Upon the request of a Trustee, officer or employee who is the subject of an action, suit or proceeding referred to in section 7.1, the Council may pay the expenses incurred by such Trustee, officer, or employee in defending the action, suit, or proceeding, including attorney's fees, as they are incurred, in advance of the final disposition of the action, suit, or proceeding, upon receipt of an undertaking by or on behalf of the Trustee, officer or employee to repay the amount if it is ultimately determined that he or she is not entitled to be indemnified by the Council.

SECTION 7.4 Discretionary Indemnification. Each request or case of or on behalf of any person other than a Trustee, officer or employee, who is or may be entitled to indemnification, shall be reviewed by the Board, and indemnification of such person shall be authorized by the Board only if it is determined by the Board that indemnification is proper in the specific case.

SECTION 7.5 Only in Accordance with Law. Notwithstanding anything to the contrary in this Section 7, no person shall be indemnified to the extent, if any, it is ultimately determined by a court of competent jurisdiction that indemnification is contrary to applicable Ohio law.

SECTION 7.6 Contractual Rights; Applicability. The right to be indemnified or to the advancement or reimbursement of expenses (i) is a contract right based upon good and valuable consideration, pursuant to which the person entitled thereto may sue as if these provisions were set forth in a separate written contract between such person and the Council; (ii) is and is intended to be retroactive and shall be available as to events occurring prior to the adoption of these provisions; and (iii) shall continue after any rescission or restrictive modification of such provisions as to events occurring prior thereto.

SECTION 7.7 Insurance. The Council may purchase and maintain such insurance on behalf of any person who is or at any time has been a Trustee, officer, employee or other agent of or in a similar capacity with the Council, or who is or at any time has been, at the direction or request of the Council, a Trustee, officer, volunteer, administrator, manager, employee, Member, advisor or other agent of or fiduciary for any other corporation, partnership, Trust, venture or other entity or enterprise including any employee benefit plan against any liability asserted against and incurred by such person.

ARTICLE 8.

EXECUTIVE DIRECTOR

SECTION 8.1 The Executive Director of the Clark County Family and Children First Council shall be appointed by the Board of Trustees and shall be the chief executive officer of the Council. The Executive Director shall perform those duties assigned to him/her by the Board and shall be annually evaluated by the Board. The Executive Director shall serve as an ex officio member of the Board of Trustees without a vote.

ARTICLE 9.

FINANCE

SECTION 9.1 The fiscal year of the Council shall be from July 1 through June 31 of each year.

SECTION 9.2 The account books of the Council shall be audited annually by an independent certified public accountant retained with the approval of the Board and the report of such accountant shall be filed with the records of the Council. A summary of the report shall be presented at the annual meeting and a copy shall be sent to the Members of the Council.

SECTION 9.3 The Treasurer and Finance Committee shall prepare and present to the Board for approval appropriate regulations and procedures for the fiscal operations of the Council.

ARTICLE 10.

CONSULTANTS AND LEGAL COUNSEL

SECTION 10.1 Pursuant to Section 6.1(G) of the Articles, the Board may employ such consultants and legal counsel as it deems necessary and advisable and under such terms and conditions as it deems appropriate for purposes of conducting the business of the Council.

ARTICLE 11.

AMENDMENTS

SECTION 11.1 These Bylaws may be amended at any meeting of the Board of Trustees by a majority vote of the full Board, provided that a copy of the proposed amendment is served upon all Trustees no less than five (5) business days prior to action by the Board.

ADOPTED SEPTEMBER 26, 1996

REVISED SEPTEMBER 23, 1997

REVISED NOVEMBER 27, 2001

REVISED JANUARY 28, 2003