OF

CHATHAM CITIZEN CORPS COUNCIL

A NON-PROFIT CORPORATION

ARTICLE I – NAME

The name of this Corporation shall be the CHATHAM CITIZEN CORPS COUNCIL, Inc.

ARTICLE II – OFFICES

The office location and principle mailing address of the CHATHAM CITIZEN CORPS COUNCIL shall be 225 Chatham Square, Siler City, North Carolina 27344.

ARTICLE III – MEMBERSHIP

Section 1.  Composition of Membership: Membership shall consist of the Council Members. The CHATHAM CITIZEN CORPS COUNCIL includes members from public health, emergency operations, law enforcement, Federal Agencies in Chatham County, public schools, mental health, social service agencies, hospital, emergency responders, local government, local employers and community groups such as churches, civic groups and neighborhood associations. Each Council Member may appoint a proxy. The proxy is responsible for attending Council meetings for the Council Member in their absence. The proxy can vote in the absence of the Member at the Council meeting, at the express consent of the Member on a specified issue. The Executive Committee must approve a proxy.

ARTICLE IV – PURPOSES

Section 1.  Provisions:  The mission of CHATHAM CITIZEN CORPS COUNCIL (Council) is to harness the power of every individual through education, training, and volunteer service to make communities safer, stronger, and better prepared to respond to the threats of terrorism, crime, public health issues, and disasters of all kinds.  The CHATHAM CITIZEN CORPS COUNCIL is a community-based public health, emergency preparedness and safety education organization including volunteer programs development.

The CHATHAM CITIZEN CORPS COUNCIL will assist every willing person in Chatham County to prepare for disasters and provide the local training to those that wish to assist their neighbors lead safe and healthy lives.  We will provide an opportunity for all people to volunteer in our community to the best of their abilities.

In addition, the CHATHAM CITIZEN CORPS COUNCIL will through risk assessment and education serve as a change catalyst for the community so it can better adapt to current and emerging threats of terrorism, natural disaster and public health emergencies.

Through governmental and private resource provision, and policy changes in Homeland Security Administration, the CHATHAM CITIZEN CORPS COUNCIL will ensure that the local community is coordinated with the new opportunities of “civil defense” preparation, as well as health and safety education.

The CHATHAM CITIZEN CORPS COUNCIL is coordinated with the Local, State and Federal Emergency Management Agencies and other agencies under the umbrella of the Federal Department of Homeland Security.

Through volunteer programs, the CHATHAM CITIZEN CORPS COUNCIL will engage individuals in volunteer activities that support first responders, disaster relief groups, and community safety organizations. Volunteers will be encouraged to support local law enforcement, fire, emergency medical services, community public health efforts, and the four stages of emergency management: prevention, mitigation, response and recovery efforts.

The CHATHAM CITIZEN CORPS COUNCIL will promote and strengthen the Citizen Corps programs at the community level, such as Volunteers in Police Service programs, CERT teams, Medical Reserve Corps units, and Neighborhood Watch groups, and provide oversight to volunteer-based Homeland Security Programs such as Community Emergency Response Teams (CERT), Medical Reserve Corps (MRC) and School Emergency Response Teams (Teen SERT).

The CHATHAM CITIZEN CORPS COUNCIL will:

◦        Coordinate with local law enforcement, fire, emergency medical services, human service agencies, and community public health to ensure these organizations have the capacity and organizational structure to utilize volunteers.   

◦        Include all populations of Chatham County in CHATHAM CITIZEN CORPS COUNCIL volunteer programs, regardless of race, culture, or socio/economic status.

◦        Provide a mechanism where agencies can collaborate in the provision of education and exercises for volunteers and influence the agencies to strengthen communities towards disaster preparation and response, health and safety through use of volunteers.

◦        Include the community in planning and conducting activities that strengthen local resilience to manmade or natural disaster through Homeland Security Programs that are volunteer-based.

◦        Enhance the English speaking, as well as Spanish speaking outreach to include education and outreach on issues of health, safety, and emergency preparedness through coordination with public and private organizations.

◦        Help ensure interpreters are available to first responder agencies in widespread and sustained emergency response to manmade or natural disaster.

◦        Develop a funding strategy that includes a fair and responsible mix of public and private monies. Bring resources to Chatham County for programs of emergency preparedness and response. The Chatham Citizen Corps Council will seek grant funding that will support its goals, and develop contracts with agencies and individuals to ensure goals are met.  The Chatham Citizen Corps Council will evaluate the outcomes of funded agencies and individuals, and report outcomes to grantors and the public.

The CHATHAM CITIZEN CORPS COUNCIL will capture smart practices and report accomplishments to funding sources, government, first responders, and the general public.

ARTICLE V – COUNCIL

Section 1. Management:  The management and control of the affairs of the CHATHAM CITIZEN CORPS COUNCIL shall be vested in and exercised by a Council, or such Council Committees that the Council may establish pursuant to these By-laws.  The Council shall consist of a maximum of (35) members.  The Council shall be selected as hereinafter provided:

Selection of Initial Council: Each member will be appointed for a two (2) year term. There will be no limitation to the number of terms a member may serve.

Election of Subsequent Council Members: At each annual meeting new Council Members shall be elected for two (2) year terms.  When a Council Member representing any of the agencies represented on the Council ends a term, another Member from that agency should be nominated either by the agency, or by the Council.

Council Vacancy:  A vacancy on the Council shall be filled at the discretion of the Council.

Section 2. Council Meetings: Meetings will be held at least quarterly, on the second Wednesday of the quarter, at eleven o’clock a.m. (11:00am) and ending by one o’clock p.m. (1:00pm). In addition to the regularly scheduled meetings, the Executive Committee may call meetings at any time, as needed.

Special meetings shall be called upon request of any three (3) members of the Council or may be called at the discretion of the Chair.  Notice of special meetings of the Council shall be given to all Council Members at least three (3) days prior to any such meeting.

Section 3. Attendance: Any Council Member who misses three (3) consecutive regular meetings without prior notice to the Chairman or Executive Member can be deemed to have resigned from the Council.  If a Council Member has resigned in such a manner she/he may be re-elected by a two-thirds (2/3) majority vote by the Council.

 Section 4. Quorum: The number required for a quorum shall be 40% of the Council.

Section 5. Voting: All matters considered at a meeting shall be decided by a simple majority vote of those present except in those cases herein mentioned.  All votes shall be by voice. 

Section 6. Annual Meetings:

The annual meeting of the Council shall be held during the month of May or June of each year at a time and place to be designated by the Chair.

All Members of the CHATHAM CITIZEN CORPS COUNCIL shall have voting rights at the annual meeting for the purpose of electing the Council, and the Executive Committee.

Section 7. Annual Plan: 

Before the annual Council meeting the Council will develop an annual action plan for the year running October 1- September 30.

The annual plan will be adopted at the May or June Council meeting by a majority vote of the Council.

Section 8. Financial Administration: 

The CHATHAM CITIZEN CORPS COUNCIL is organized for charitable, religious, educational, and scientific purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501 © 3 of the Internal Revenue Code, or similar tax-exempt code, or corresponding section of any future federal tax code.

No part of the net earnings of the organization shall inure to the benefit of, or be distributable to its Members, trustees, officers, or other private persons, except that the organization shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in the purpose clause hereof.  No substantial part of the activities of the organization shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the organization shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of any candidate for public office.  Notwithstanding any other provision of this document, the organization is exempt from Federal income tax under section 501 © 3 of the Internal Revenue Code, or corresponding section of any future federal tax code or by any organization, Contributions to the CHATHAM CITIZEN CORPS COUNCIL are deductible under section 170(C) (2) of the Internal Revenue Code, or corresponding section of any future federal tax code.

The Council shall be responsible for the financial administration of the CHATHAM CITIZEN CORPS COUNCIL and ensure that all records are kept and reports are filed as required.  The Council may require that specified reports to other agencies or groups be first submitted to the Council for approval.  An officer of the Council shall submit such reports, with the assistance of the staff if requested.

The Council shall annually review the current investment of any surplus funds.  Such funds that are not deemed necessary as a reserve for working capital and contingencies may be invested in interest bearing certificates (such as money markets, etc.).  Of this amount invested, a portion will be invested in certificates that can be readily converted to cash, when deemed necessary by the Executive Committee.  Such conversions might be for equipment purchases or maintaining sufficient cash balances during periods of reduced income.

Contributions to the CHATHAM CITIZEN CORPS COUNCIL are posted to a specified account (from a Chart of Accounts) and held unused, until such time as the Council or Executive Committee approves use of these funds for an appropriate and designated project or operational expense.

All cash contributions to the CHATHAM CITIZEN CORPS COUNCIL shall be received and a numbered receipt given to the donor if requested by the donor, and a duplicate receipt retained by the CHATHAM CITIZEN CORPS COUNCIL to verify and account for all such cash contributions.

Section 9. Petty Cash:  All cash monies kept at the CHATHAM CITIZEN CORPS COUNCIL will be in the form of petty cash and will be maintained at a $50 level.  All disbursements of cash will require a written slip to be placed in the cash box stating the date, amount withdrawn, to whom it was given and for what purpose.  All expenditures shall be accounted for with a receipt from the vendor for any expenditure made, and signature of employee or volunteer who uses petty cash in support of client emergency needs.  A separate ledger will be kept showing the cash balance at any time.  Periodically, as needed to maintain sufficient cash on hand, the petty cash will be replenished by means of a check drawn from the CHATHAM CITIZEN CORPS COUNCIL regular checking account.

Section 10. Employees:   Member and Staff

The Council, or such Council Committee the Council may establish pursuant to these By-laws, shall provide the criteria for employment, evaluation, disciplinary action, and dismissal of all paid employees of the CHATHAM CITIZEN CORPS COUNCIL.  The Council, or such Council Committee the Council may establish pursuant to these By-laws, shall provide complete up-to-date personnel policies and procedures, and position descriptions for all paid positions.

Chairman: The Chairman reports to the County Manager and to the CHATHAM CITIZEN CORPS COUNCIL.  The Chairman has the day-to-day responsibilities for the organization, including carrying out the organization’s goals and policies.  The Chairman shall attend all Council meetings; report on the progress of the organization, answer questions of the Council Members and carry out the duties of the Council.  The Council can designate other duties as necessary.

Matters of personnel disciplinary or compensatory nature shall be discussed in closed Council session if deemed necessary by the Chairman; however, the conduct of such sessions shall be in accordance with any open meeting law requirements of state, federal, or funding source regulation and/or law.

Section 11. Non-Discrimination Policy: No person is excluded because of race, color, religion, sex, age, national origin or physical or mental disability. There is no discrimination on the basis of race, color, religion, sex, age, national origin or physical disability with regard to hiring, assignment, promotion or other conditions of staff employment. There is no discrimination on the basis of race, color, religion, sex, age, national origin or physical or mental disability in membership in the agency’s governing body.

Section 12. Conflict of Interest Policy: Council staff persons are obligated to always act in the best interest of the organization.  This obligation requires that any employee, in the performance of Council duties, seek only the furtherance of the Council mission.  At all times, employees are prohibited from using their job title, or organization’s name or property, for private profit or benefit.

The officers, employees, or agents of the Council should neither solicit nor accept gratuities, favors or anything of monetary value from contractors/vendors.  This is not intended to preclude bona-fide Council fund raising activities.

No officer, employee, or agent of the Council shall participate in the selection, award, or administration of a purchase or contract with a vendor where, to his knowledge, any of the following has a financial interest in that purchase or contract:

1.        The officer, employee, or agent; Any member of their immediate family; Their partner;

2.        An organization in which any of the above is an officer, director, or employee;

3.        A person or organization with which any of the above individuals is negotiating or has any arrangement concerning prospective employment.

Disclosure: The person or persons concerned shall disclose any possible conflict of interest.

Board Action- When a conflict of interest is relevant to at matter requiring action by the Council, the interested person(s) shall call it to the attention of the Council and said person(s) shall not vote on the matter.  In addition, the person(s) shall not participate in the final deliberation or decision regarding the matter under consideration and shall retire from the room during the vote of the Council.  When there is a doubt as to whether a conflict exists, the matter shall be resolved by the vote of the Council, excluding the person(s) concerning whose situation the doubt has arisen

Record of Conflict: The official minutes of the Council shall reflect that the conflict of interest was disclosed and the interested person(s) was (were) not present during the final discussion or vote and did not vote on the matter.

Section 11. Grievances:  If any Member shall have a grievance, she/he shall petition the Council Chairman to call a special meeting of the Executive Committee within fourteen (14) days of the petition by the aggrieved Member.  At said meeting, the Executive Committee shall hear evidence from the aggrieved party and the opposing party, if there is one.  The Executive Committee shall have the authority to call witnesses and inquire into matters it deems relevant to the issue.  The Executive Committee shall by consensus render a decision on the matter within seven (7) days of completing its review of the relevant information to said matter.  If such decision is unsatisfactory to the Member having the grievance, an appeal may be made to the Council.  In the case of a grievance involving the Chair, said petition shall be to the Vice-Chair.

A paid employee may follow this grievance process only after exercising her/his rights as defined in CHATHAM CITIZEN CORPS COUNCIL Personnel Policies. Any employee, Council Member, or volunteer who suspects that any employee, Council Member, or volunteer has conducted a financial impropriety or misused CHATHAM CITIZEN CORPS COUNCIL resources, including funds, materials or staff time, is encouraged to communicate this to his or her supervisor or to the Executive Member.  If the suspected impropriety is by a Council Member, the report should be made to the Chairman (if the reporter is an employee or volunteer) another member of the Executive Committee (if the reporter is a Council Member).  If a Council Member suspects an impropriety by the Executive Member, the report should be made to a member of the Executive Committee.  The report can be made verbally or in writing.  Information about who reported the potential abuse will be kept confidential.  The organization and its officers, Council Members, employees and volunteers are prohibited from taking any retaliation either directly or indirectly against the person who has disclosed and reported the suspected impropriety or misuse of resources.

ARTICLE VI – OFFICERS

Section 1.  Officers:  The officers of the CHATHAM CITIZEN CORPS COUNCIL shall be a Chair, Vice-Chair, Secretary, and Treasurer, and such other officers as the Council may from time to time determine necessary. These officers are the executive committee.

Section 2.  Election of Officers: 

A.      A simple majority of the newly elected Council at each annual meeting shall choose a Chair, Vice-Chair, Secretary, and Treasurer.  The officers of the CHATHAM CITIZEN CORPS COUNCIL shall hold office for a term of 2 years and until their successors are chosen and qualify in their stead.

B.       The Council shall appoint a nominating committee composed of a minimum of two (2) representatives of the membership, which will select nominees for the Council and present the nominations to the Council one month before the vote.

C.       Nominations will also be taken from the floor at the annual meeting.

Section 3. Duties:  The officers of the CHATHAM CITIZEN CORPS COUNCIL shall perform such duties as may be required of them by the Council and described herein:

A.      Chair:  The Chair shall be the principal executive officer of the CHATHAM CITIZEN CORPS COUNCIL and subject to the Council, shall supervise and control the management of the CHATHAM CITIZEN CORPS COUNCIL in accordance with these By-laws.  She/he shall, when present, preside at all meetings.  She/he shall sign, with any other proper officer, any deeds, mortgages, bonds, contracts, or other instruments which may be lawfully executed on behalf if the CHATHAM CITIZEN CORPS COUNCIL, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be delegated by the Council to some other officer or agent; and, in general, she/he shall perform all duties as may be prescribed by the Council from time to time.

B.       Vice-Chair:  The Vice-Chair shall, in the absence of or disability of the Chair, perform the duties and exercise the powers of the office.  In addition, she/he shall perform such other powers as the Council shall prescribe.

C.       Secretary:  The Secretary shall keep accurate records of the acts and proceedings of all Meetings of the Council.  She/he shall sign such instruments as may require such signatures, and in general, shall perform all duties as may be assigned to the position from time to time by the Chair or Council, including maintaining an updated roster of members of the CHATHAM CITIZEN CORPS COUNCIL.  The Secretary may appoint staff agreed to by the Chairman or Executive Committee to perform the task of taking and reporting minutes to the Council.

D.      Treasurer:  The Treasurer shall account for funds and securities belonging to CHATHAM CITIZEN CORPS COUNCIL and shall receive, deposit, or disburse the same under the direction of the Council.  She/he shall ensure full and accurate accounts of the CHATHAM CITIZEN CORPS COUNCIL in books especially provided for that purpose, and shall cause a true statement of its assets and liabilities to be filed at the close of each fiscal year for audit or audit review.  The Treasurer shall, in general, perform all duties incident to the office and such other duties as may be assigned to the position from time to time by the Chairman or by the Council, including providing information at each regular and annual meeting on the CHATHAM CITIZEN CORPS COUNCIL’s financial condition.  With Chairman or Executive Member approval, the Treasurer may appoint a representative responsible for CHATHAM CITIZEN CORPS COUNCIL accounting to make this report at each regular and annual meeting.

Section 4. Compensation for Services: No officer of the CHATHAM CITIZEN CORPS COUNCIL shall receive any compensation for his/her services as such officer. Officers shall receive reimbursement for incidental expenses when approved by a simple majority vote of the Council at its regular, special, or annual meeting.

Section 5. Officer Vacancy: 

A.   Each officer shall hold office until his/her resignation, retirement, removal, disqualification, or a successor is elected. Members serve for a period of 2 years, and may be approved for additional service if 2/3 majority of the Council approves in a regular, annual or called meeting.

B.    Should the Chair be unable to complete his/her term, the Vice-Chair shall assume the office of the Chair.  The Council shall then elect a new Vice-Chair by a simple majority vote at the same or the next meeting..

C.    Should the Vice-Chair, Secretary, or Treasurer be unable to complete his/her term of Office, the Council shall elect a new officer to fill that position by a simple majority vote at the same or next meeting.

Section 6. Removal of Officers: The Council may remove an officer from office at any time by:

A.      Following a grievance procedure, and

B.       Two-thirds (2/3) majority vote by the Council.

Section 7. Bond:  The Council may by resolution require any or all officers, agents, and employees of the CHATHAM CITIZEN CORPS COUNCIL to give bond to the CHATHAM CITIZEN CORPS COUNCIL, with sufficient securities, conditioned on the faithful performance of the duties of their respective offices or positions, and to comply with such other conditions as may from time to time be required by the Council.

ARTICLE VII – STANDING COMMITTEES

Section 1. Executive Committee: The elected officers shall constitute the Executive Committee.  The function of the Committee shall be to write and monitor the budget.  The Executive Committee shall be fully empowered to exercise all the functions of the Council between meetings subject, however, to the approval of the Council, but provided that its action in administrative matters shall not be subject to such approval. 

Section 2. Committees may be required as standing or Ad Hoc Committees and shall be appointed by the officers of the Council as needed.  Action of the committees shall be subject to the approval of the Executive Committee and/or the Council.

ARTICLE VIII – FUNDS AND SECURITIES

Section 1.  Authorization:  The Council may authorize any officer or officers, or any employee in conjunction with one or more officers, in the name and on behalf of the CHATHAM CITIZEN CORPS COUNCIL to enter into any contract, or execute and deliver any instrument, or to sign checks, drafts, or other order for payment of money or notes or other evidence of indebtedness. Such authority may be in general, or it may be confined to specific instances; and unless so authorized by the Council, no officer shall have the power or authority to bind the CHATHAM CITIZEN CORPS COUNCIL by any contract or engagement, to pledge its credit, or to render it financially liable for any purposes or in any amount.

Section 2.  Deposit of Funds:  All funds of the CHATHAM CITIZEN CORPS COUNCIL not otherwise employed shall be deposited from time to time to the credit of the CHATHAM CITIZEN CORPS COUNCIL in such banks, trust companies, or other depositors as the Council may select or may be selected by any officer or officers of the CHATHAM CITIZEN CORPS COUNCIL to whom such power may from time to time be delegated by the Council; and for the purpose of such deposit, the officer and/or officers to whom such power may be delegated by the Council may endorse, sign and deliver checks, drafts and other orders for the payment of money to the order of the CHATHAM CITIZEN CORPS COUNCIL.

Section 3.  Audit or Audit Review:  The annual audit or audit review may be completed at the conclusion of the fiscal year.  In any event, the Council will have access to any report on request, including a financial end-of-year report, which will also be presented in the first meeting of the new fiscal year.

Section 4.  Dissolution:  In order that CHATHAM CITIZEN CORPS COUNCIL assets be permanently dedicated to an exempt purpose, the following provision is hereby made a part of the CHATHAM CITIZEN CORPS COUNCIL By-laws.

Upon the dissolution of the CHATHAM CITIZEN CORPS COUNCIL, the Council shall, after paying or making provision for the payment of all liabilities of the CHATHAM CITIZEN CORPS COUNCIL, assets shall be distributed for one or more exempt purposes within the meaning of section 501(c)3 of the Internal Revenue Code, or corresponding section of any future federal tax code, or shall be distributed to the federal government or to a state or local government, for a public purpose.  Any such assets not disposed of shall be disposed of by the Court of Common Pleas of Chatham County, exclusively for such purposes or to such organizations, as said Court shall determine, which are organized and operated exclusively for such purposes.

ARTICLE IX – FISCAL YEAR

The fiscal year shall begin the first day of October in each year, and end the last day of September of the following year.

ARTICLE X – AMENDMENTS

These By-laws may be altered or amended at any regular or special Council meeting and may be adopted by a simple majority vote at the regular or special Council meetings, providing that the proposed amendment(s) has (have) been submitted in writing to the Council at least one (1) week prior to the regular or special meeting and must be approved by two-thirds (2/3) of the Council Members present and voting.

This page was last modified on Thursday, January 07, 2010 05:49:35 PM