Beaver County Collaborative Action Network
ARTICLE I – Name
The name of the organization shall be the Beaver County Collaborative Action Network, also referred to as Beaver County CAN, BCCAN or CAN.
ARTICLE II – Authority and Purpose
Section 1. The Beaver County Collaborative Action Network shall have unlimited powers to engage in any lawful activity for which nonprofit corporations may be incorporated under the Pennsylvania Non-Profit Corporation Law of 1988, as amended, under the provisions of which the corporation is incorporated.
Section 2. The Beaver County Collaborative Action Network is a group of organizations and individuals working together to support the professionals and systems in Beaver County that serve children and families.
Section 3. The Vision of Beaver County CAN is: All residents of Beaver County will thrive socially and economically as a result of organizational collaboration, resource sharing, and progressive leadership.
The Mission of Beaver County CAN is to: Unite community leaders through collaboration, networking and quality trainings to improve the organizations that positively impact Beaver County.
ARTICLE III – Members
All powers, obligations and rights of active voting members administered by law shall reside in the Board of Directors.
ARTICLE IV – Board of Directors
Section 1. The business and affairs of the Beaver County Collaborative Action Network shall be governed by a Board of Directors.
Section 2. In addition to the powers and authorities these bylaws expressly confer upon them, the Board of Directors shall have the maximum power and authority now or hereafter provided or permitted under the laws of the Commonwealth of Pennsylvania to Directors of Pennsylvania Nonprofit Corporations acting as a Board.
Section 3. The Board of Directors shall consist of actively-employed representatives from organizations that provide resources in Beaver County, such as human service agencies, faith-based organizations, businesses, and schools. The Board of Directors shall consist of no more than twenty (20) members.
Section 4. 1) All potential Directors shall be invited by the officers to serve on the Board of Directors. Openings on the Board shall be filled by a majority vote of the members of the Board of Directors present at the monthly meeting upon which such a vote shall be taken. Candidates to fill the positions shall be identified by the Executive Board, with input from the Board, and required to fill out an application for review prior to the vote.
2) In the interest of continuity, the Board normally gives preference to filling vacancies caused by retirements/administrative changes to the new administrator of the organization. In cases of an interim appointment, the Board may extend an invitation to the acting administrator to attend meetings on a non-voting basis.
Section 5. If a member of the Board misses three (3) meetings in a row or six (6) meetings in a twelve month period, the Executive Board shall review the member’s overall attendance and participation and discuss the issue with the member. After such discussion, the Executive Committee will make a recommendation concerning removal to the full Board. If the Executive Board recommends the removal of the Director, a majority of the Board of Directors must approve this motion.
Section 6. No Director shall receive compensation merely for serving on the Board of Directors.
Section 7. The term of the membership for each Director has no time limit as long as they are actively employed by the organization they represent and remain in good standing through their attendance.
ARTICLE V – Officers
Section 1. The Officers of the Board of Directors shall be the Chairperson, Vice Chairperson, Recording Secretary, Treasurer and the immediate past Chairperson. Terms of office shall be for a period of two years, corresponding with the start of the calendar year or state’s fiscal year.
Section 2. The Chairperson shall appoint an Ad Hoc Nominating Committee, consisting of up to three (3) members (not Officers of the Board). The Nominating Committee shall present a slate of officers. The Committee shall nominate a minimum of one (1) candidate for each office. Nominations will be accepted from the floor during a Board meeting. The election of Officers will be held at the October meeting. Officers will transition duties at the start of the calendar year or state’s fiscal year.
Section 3. The Board of Directors shall fill a vacancy in an office occurring for any reason. Any officer selected by the Board of Directors to fill such a vacancy shall serve until the next regular election.
Section 4. The Chairperson shall preside at the meetings of the Board of Directors and the Executive Board. Robert’s Rules of Order, Revised, shall govern all meetings of the Board of Directors unless otherwise stated in the by-laws.
Section 5. The Vice Chairperson, Recording Secretary, or Treasurer (in order) shall perform the duties and functions of the Chairperson whenever the Chairperson is absent. In case the office of the Chairperson becomes vacant for any reason, the Vice Chairperson, Recording Secretary, or Treasurer (in order) shall act as Chairperson until a new Chairperson is duly elected.
Section 6. The Recording Secretary shall keep the minutes and the attendance records of all Board of Directors’ meetings.
Section 7. The Treasurer shall oversee the administration of CAN finances. The Treasurer and/or designated administrative staff shall receive all monies, deposit them in a bank approved by the Board of Directors and make payment for all Board-authorized expenses. The Treasurer and/or administrative staff shall keep an account of all receipts and expenditures to date. The Treasurer and/or designated administrative staff shall present a monthly financial report.
Section 8. No Officer of the Board of Directors shall receive compensation merely for serving as an Officer of the Board of Directors.
ARTICLE VI – Administrative Staff
Section 1. Administrative staff shall carry out the work of the organization and implement the policy and operational decisions made by the Board of Directors.
Section 2. The Board of Directors determines the positions and delineates the qualifications of administrative staff. The Board of Directors defines the decision-making authority and responsibilities of administrative staff in job descriptions.
ARTICLE VII – Meetings
Section 1. The Board of Directors normally meets on the second Wednesday of each month, for a minimum of 9 months per year. The time and place of the meetings shall be determined by the Board and may vary to meet the needs of the Board of Directors.
Section 2. A quorum for the transaction of business shall consist of those members of the Board of Directors present at the meeting, so long as seven members are present; one of the seven members must be an officer. Decisions shall be made by a majority rule. If, fewer than seven (7) members are in attendance at that month’s board meeting, then no official business may be conducted.
Section 3. An annual meeting shall be held each year at such time and place as the Board of Directors shall designate.
Section 4. At the request of at least four (4) members of the Board of Directors, special meetings shall be called. Proper notification for a special meeting shall be ten (10) days.
ARTICLE VIII – Executive Board
Section 1. Members of the Executive Board (Executive Committee) shall include the four officers of the Board of Directors, the immediate past president and up to two board at-large members.
Section 2. The Executive Board sets the agenda for the Board of Directors meetings. The Executive Board or Executive Committee is also responsible for oversight of all other CAN committees or teams, for which the Board of Directors may designate staff or community appointees.
Section 3. The Executive Board shall meet monthly and shall have the same decision-making authority as the Board of Directors between board meetings in emergency or time-sensitive situations. The Board of Directors at its next meeting shall review any decision made by the Executive Board in this manner. The Chair of the Board of Directors shall also serve as the Chair of the Executive Board.
Section 4. The Chair of the Board of Directors may appoint ad hoc committees at any time.
ARTICLE IX – Board Committees
Section 1. There shall be one standing committee to consider, advise, and/or take action on matters related to the overall operations of the organization. The standing committee is the Executive Committee or Executive Board.
Other committees may be formed and shall exist for the duration of time specified by the Board and at the Board’s discretion.
Section 2. Other than the Executive Committee or Executive Board, comprised of four officers, the immediate past president and up to two at-large members, all other committees or teams shall instate their own chairs and/or operate as the Board of Directors deems appropriate.
ARTICLE X – Implementation Committees
Section 1. Implementation committees or teams may be formed by the Board of Directors to execute activities identified by the Board. Such committees or teams shall exist for the duration of time specified by the Board.
Section 2. Any interested individual who lives or works in Beaver County may serve on an implementation committee or team. The Board of Directors shall decide on a case-by-case basis whether it is necessary for a board member to serve on an implementation committee or team. If the Board determines that it is necessary for a board member to serve on an implementation committee, then the Board Chair shall solicit volunteers from the Board of Directors. In the event that there are no volunteers, the Board Chair shall appoint a board member to serve on the implementation committee or team.
Section 3. Implementation committees or teams shall instate their own chairs.
ARTICLE XI – Community Committees
Section 1. Community committees or teams may be created as needed to: (a) study and assess issues; (b) identify and recommend specific options to address issues to the Board of Directors; (c) advocate for, and create change in, the human service delivery system; (d) assist with the coordination of countywide services to help eliminate duplication and to identify gaps in current services; (e) share information, resources, and network with the community
Section 2. Any interested individual who lives or works in Beaver County may serve on a community committee or team.
Section 3. Community committees or teams shall instate their own chairs.
ARTICLE XII – Membership Fees
Section 1. The Executive Committee and Board of Directors may choose to collect membership fees. Membership fees are optional and are not required or mandatory for board membership.
Section 2. The Executive Committee will establish the guidelines for membership fees with the Board of Directors’ approval by a majority vote.
Section 3. Membership fees will be utilized only to carry out the Beaver County Collaborative Action Network’s mission. Membership fees will not be used for loans or collateral of any kind for partnering organizations, businesses, school districts, etc. Nor will membership fees be used as a loan or collateral for a Board of Director or employee.
ARTICLE XIII – Contracts, Grants, and Administration of Funds
Section 1. The Board of Directors may authorize any Officer, Officers, or administrative staff (primarily the Coordinator) to enter into or accept any contract or grant or execute any instrument in the name of and on behalf of the Beaver County Collaborative Action Network, with such authority being confined to the immediate action authorized.
Section 2. No loans shall be contracted on behalf of the Beaver County Collaborative Action Network. No evidence of indebtedness shall be issued in the general name of the Beaver County Collaborative Action Network, any Beaver County CAN board member or the Board of Directors collectively, or any Beaver County CAN employee, unless authorized by a Board of Directors’ resolution.
The Beaver County Collaborative Action Network accepts no responsibility for any individual’s loan or indebtedness, either within or outside of the Beaver County Collaborative Action Network’s business, unless passed by a Board of Directors’ resolution.
Section 3. All checks, drafts, or other orders for the payment of money, notes, or other evidence of indebtedness issued in the name of the Beaver County Collaborative Action Network shall be signed by two (2) officers, or one (1) officer and one (1) administrative staff member, and in such a manner as shall be determined by resolution by the Board of Directors. All authorized parties who sign checks, drafts, or other orders for the payment of money must be on record (and the record must remain up-to-date) at the designated financial institution(s).
Section 4. All of the Beaver County Collaborative Action Network’s funds or liquid assets, i.e., cash in a checking, savings or money market account, shall be deposited as received to the credit of the Beaver County Collaborative Action Network in such banks, trust companies or other depositories as selected by the Executive Committee or Board of Directors. Upon the recommendation of the Executive Committee, the Treasurer may invest liquid assets, i.e., cash in a checking, savings or money market account, into a higher yielding investment vehicle, as deemed appropriate by the Executive Committee.
Section 5. A professional auditor agreed upon by the Executive Committee or Board of Directors shall perform either: 1) a financial audit; 2) a financial review; or 3) a financial compilation, as determined each year by the Board. Alternately, the Board may decide to have a Board Committee audit the books annually, based on the complexity of the financial information.
Section 6. Subcontractors may be members of the Beaver County Collaborative Action Network Board of Directors. The Board Chair or the Director must approve all subcontracted seminars executed by the Beaver County Collaborative Action Network in writing. Separate written contracts must exist for each subcontracted seminar.
Article XIV – Books and Records
The organization shall keep an original or duplicate record of the proceedings of the Board of Directors, the original or copy of its bylaws, including all amendments thereto, and a current Board of Director’s register, providing the names, addresses and affiliations for each Board of Director. The organization shall also keep accurate, appropriate and complete books and records that shall be reviewed annually. The records provided herein shall be kept at the registered office of the organization in the Commonwealth of Pennsylvania, or at its principal place of operation.
ARTICLE XV – Dissolution and Distribution of Assets
Section 1. The Beaver County Collaborative Action Network may dissolve and conclude its business upon the adoption of a resolution by at least a two-thirds (2/3) vote of the Board of Directors.
Section 2. Upon the adoption of a resolution by the Board of Directors to dissolve, the Beaver County Collaborative Action Network shall cease to conduct its affairs or business except insofar as may be necessary for the conclusion thereof. The Beaver County Collaborative Action Network shall immediately cause a notice of the proposed dissolution to be mailed to each known creditor of CAN and shall proceed to collect its assets and distribute them as provided for in these by-laws.
Section 3. The Beaver County Collaborative Action Network is an organization established exclusively for charitable and education purposes as defined and limited in the Section 501(c)(3) of the federal Internal Revenue Code of 1954. Upon dissolution of CAN, the Board of Directors, shall, after paying or making provision for the payment of liabilities of CAN, dispose of all assets of CAN exclusively for the purposes of CAN in such manner or to such organization or organizations operated solely for charitable, educational, religious, or scientific purposes as shall, at the time, qualify as an exempt organization or organizations under Section 501(c)(3) of the Internal Revenue Code of 1954.
ARTICLE XVI – Limitation on Liability
Section 1. No member of the Board of Directors shall be personally liable for any monetary damages, for any action taken on or after the adoption of these bylaws, or any failure to take any action on or after such date unless:
- the Board of Director has breached or has failed to perform the duties of his office under Section 8363 of the Pennsylvania Directors Liability Act (relating to standard of care and justifiable reliance)
- the breach or failure to perform constitutes self-dealing, willful misconduct, or recklessness
Section 2. The provisions of this section shall not apply to:
- the responsibility or liability of a Board of Director pursuant to any criminal statute
- the liability of a Board of Director for the payment of taxes pursuant to local, state, or federal law
Section 3. Any repeal or modification of this section shall be prospective only and shall not affect to detriment of any member of the Board of Directors any limitation on the personal liability of that Board of Director existing at the time of such repeal or modification.
ARTICLE XVII – Amendments
These bylaws may be amended as follows:
Notification of proposed changes in these bylaws will be submitted to each member of the Board of Directors in writing within a minimum of ten (10) days prior to the next regularly scheduled Board of Directors’ meeting, at which time any amendments will be presented and/or acted upon. Such proposed changes will be voted on at the following regular meeting and will require a majority vote by the Board of Directors in order to pass.
Bylaws revised June 14, 2017