BYLAWS
INDIAN RIVER COUNTY HEALTHY START COALITION, INC.
ARTICLE I: MISSION
SECTION 1. NAME AND LOCATION: The name of the Corporation shall be INDIAN
RIVER COUNTY HEALTHY START COALITION, INC. (hereinafter “COALITION”). The
COALITION is a 501(c)3 not-for-profit corporation.
(a)
The main office of the Corporation shall be in Indian River County.
(b) The fiscal year of the Corporation shall begin on the first day of July of each year.
(c) The Seal of the Corporation shall bear the name of the Corporation, the word
FLORIDA, the words CORPORATION NOT-FOR-PROFIT and the year of incorporation.
SECTION 2. PURPOSE: The Coalition is organized and shall be operated exclusively for
charitable, scientific, and educational purpose within the meaning of Section 501 (c) (3) of the
Internal Revenue Code of 1954, as amended (the Code). The Corporation is authorized under
section 383.216 Florida Statutes and Chapter 64F-2 Florida Administrative Code in Cooperation
with State of Florida.
It is the intent of the COALITION to establish a system that attempts to guarantee: (1) all women
have access to prenatal care; and (2) all infants and children under the age of 4 have access to
services that promote normal growth and development.
SECTION 3. GOALS: The COALITION shall attempt to meet the following goals:
A. To assure that the existing economic, social and geographic barriers to maternal and child
health, including prenatal and infant care, in Indian River County are minimized, and that
an adequate number of health-care providers are available to assist pregnant women and
their children.
B. To promote and protect the health and well-being of all pregnant women and their
children in Indian River County through the provision and accessibility of health-care
programs.
C. To establish a partnership between the private and public sector, federal, state and local
government, community alliances and maternal and child health-care providers to assure
coordinated community-based care for pregnant women and children , to reduce adverse
maternal or infant outcomes in Indian River County.
SECTION 4. RESPONSIBILITIES In carrying out the intent of the COALITION, the
COALITION shall be responsible for developing a maternal/child health plan to address the
purpose and goals stated in Sections 2 and 3 of this Article. Such plans should include the
following:
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A. Perform community assessments, using the Planned Approach to Community Health
(PATCH) or other assessment instruments and processes, to identify the need in Indian
River County for comprehensive, preventive, and primary health care for pregnant
women and infants. These assessments should be used to:
1. Determine the target priority groups for receipt of care;
2. Determine outcome performances objectives:
3. Identify local potential providers of services.
B. Design a prenatal and infant health-care service delivery plan which should be
consistent with local community objectives for enhanced services for pregnant
women, infants, and children to age 3 such as:
1. Prenatal care and delivery.
2. Infant health care including immunizations.
3. Case finding and outreach.
4. Assessment of health, social, environmental, and behavioral risk factors.
5. Case management utilizing a service delivery plan.
6. Home visiting to support the delivery of, and participation in, prenatal and infant
primary care services.
7. Childbirth and parenting education.
8. Developmental evaluation and intervention for infants-at-risk.
C. Solicit and select local service providers based on reliability and availability, and
define the role of each in the service delivery plan within a written agreement.
D. Determine the allocation of available federal, state, and local resources to selected
providers.
E. Review, monitor, and advise concerning the performance of the service delivery system
and make annual adjustments, if necessary, in the design of the delivery system, the
provider composition, targeting of services, and other factors necessary for achieving
projected outcomes.
F. Build broad-based community support.
SECTION 5. COMPLIANCE: The COALITION will operate and conduct all business and
affairs under all local, state and federal laws, State Statutes Chapter 383.216, rules, and
regulations; including Internal Revenue Code, Section 501 (C).
ARTICLE II: COALITION MEMBERSHIP
SECTION 1. COALITION MEMBERSHIP: The membership of the COALITION shall be
open to all citizens, institutions, organizations, and agencies (including state, federal and local
agencies) interested in achieving the goals and objectives of the COALITION. who have fully
completed a “Coalition Application Form” during a calendar year. The COALITION
membership period shall be a period of one year with all memberships expiring on June 30th.
automatically renewing on January 1st . A written notice of renewal shall be sent to members no
later than May 1st. The BOARD OF DIRECTORS (hereafter the BOARD) shall develop
application forms and shall seek to achieve the broadest membership base possible.
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SECTION 2. OTHER CLASSIFICATIONS: The BOARD shall have the power and
authority to create any additional specific Membership classifications with voting or non-voting
rights and limit the number of Members in each classification.
SECTION 3. ANNUAL/SPECIAL MEETINGS: The membership shall meet at a minimum
on an annual basis. Special meetings of the members may be called by the President, the Board,
or 30% of the Members signing a petition requesting such a special meeting. No business other
than that specified as the purpose in the notice of the special meeting shall be discussed or
transacted at any such meeting.
ARTICLE III: BOARD OF DIRECTORS
SECTION 1. COMPOSITION: The Board of Director, shall consist of not fewer than five (5)
and not more than fifteen (15) persons, all of whom shall be eighteen years of age or older.
BOARD members shall be elected by simple majority of BOARD members. Said election shall
take place by the last regular BOARD meeting of the calendar year and at any open meeting with
notice provided. Elected BOARD members shall commence their term in January of each year.
The BOARD shall elect BOARD members. No BOARD member shall be a direct program
service provider or representative of a direct program service provider that is compensated by the
Coalition. In addition, no BOARD member shall have a family member who is a direct program
service provider or representative of a direct program service provider that is compensated by the
Coalition. Family member is defined as a spouse, child, sibling, parent, in-laws, fiancé, or
significant other - dating the same person continuously for more than two years. Nor shall any
COALITION employee or family member, as defined above, be a member of the BOARD.
SECTION 2. TERM: The BOARD shall hold office from the time of their appointment until
the expiration date of their term on the BOARD, or until their successors have been duly elected
and qualified. The term of office shall be three (3) years, or the remainder of term, if appointed
to complete a term vacant by a previous BOARD member. A BOARD member shall be deemed
to have served one term if that person has served for more than 50% of a term. No BOARD
member may serve more than two successive terms. BOARD members, upon completion their
second successive term, may be granted emeritus status, with no voting rights but with all other
rights and privileges assigned BOARD members. Following the first complete year of emeritus
status, an emeritus board member has the option to seek nomination as a voting BOARD
member, subject to the election procedures in Section 1 of Article III. Any former BOARD
member, regardless of whether they were granted emeritus status, may, at anytime after a year
following the former BOARD member’s last term, seek nomination and election as a BOARD
member with voting rights. Nomination of emeritus board members for consideration and
election as voting BOARD members is subject to the BOARD member cap of 15 referenced in
Section 1 of Article III. Emeritus board members shall not count toward the minimum (quorum)
or maximum number of BOARD members.
SECTION 3. RULES OF ORDER: All policies and all procedural matters shall be governed
by the latest edition of “Roberts Rules of Order.”
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SECTION 4. ANNUAL MEETING: The BOARD shall hold an annual meeting at which the
officers are elected from among the BOARD members.
SECTION 5. REGULAR AND SPECIAL MEETINGS: Regular meetings of the BOARD
may be established by the BOARD. Special meetings of the BOARD may be held from time to
time upon calls issued by the President or a majority of the BOARD. The BOARD shall meet no
less than quarterly and all meetings of the BOARD shall be conducted in the Sunshine, pursuant
to State law.
SECTION 6. NOTICES OF MEETINGS: Notices of regular meetings of the BOARD shall
be sent to the preferred address of each BOARD member five (5) days prior to the date set for
the meeting. Notices can be sent via email, mail or facsimile. Notice of special meetings requires
24-hour notice. Notices for special meetings can be submitted solely via email, facsimile, or
personal delivery.
SECTION 7. QUORUM: A majority of the BOARD shall constitute a quorum at a BOARD
meeting. A majority of BOARD members present at a meeting at which a quorum is present, is
necessary for the adoption of any matter voted on by the members
SECTION 8. MINUTES: Minutes of all meetings will be taken and distributed to all members
of the BOARD by the next scheduled meeting.
SECTION 9. POWERS & DUTIES: All routine management functions, including the
operating budget of the COALITION, shall be vested in the BOARD, but are subject to
delegation by the BOARD to COALITION Officers or to the Executive Director.
SECTION 10. ANNUAL BUDGET: Two-thirds of BOARD members present at a BOARD
meeting must approve the annual COALITION and program budgets.
SECTION 11: HONORARY BOARD: Honorary BOARD members may be persons who are
particularly well known, respected, and who have achieved extraordinary personal and/or public
success. The Honorary BOARD members may attend the Board and Member meetings but shall
have no vote or assigned duties.
SECTION 12. IMMUNITY FROM LIABILITY: BOARD members who perform their
duties in compliance with federal and Florida law shall have no liability by reason of being or
having been on the BOARD.
SECTION 13. ATTENDANCE: BOARD members who have three (3) successive unexcused
absences from BOARD meetings will be contacted by the BOARD President who may then ask
the BOARD member to resign from the BOARD.
SECTION 14. REMOVAL: Removal shall be in accordance with local, state, and federal
laws and shall override any language to the contrary in these By-Laws. Two-thirds of BOARD
members present at a BOARD meeting may terminate a BOARD member of any status for any
reason. No BOARD member shall be terminated without at least two weeks written notice of the
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scheduled BOARD meeting where such termination will be discussed and determined.
However, the two-week notice is not required if a Board member is alleged to have committed a
felony or alleged to have stolen COALITION property. In such instances, written notice shall be
provided as soon as possible.
SECTION 15:RETURN OF MATERIALS: Any BOARD member who voluntarily or
involuntarily leaves shall deliver all materials pertaining to their office to their successors, or if
none has been elected or appointed, to the COALITION's Executive Director within ten (10)
days following the date of termination of his or her term of office.
ARTICLE IV: OFFICERS
SECTION 1. OFFICERS: The officers of the COALITION shall consist of a President, VicePresident, Treasurer, and Secretary, all of whom shall be elected by the members of the BOARD.
Officers should be elected by the last regular BOARD meeting of the calendar year. Elected
officers shall commence their term in January of each year. Only BOARD members are eligible
to be officers. All officers shall hold office from the date of their election until respective
successors are duly elected and qualified.
SECTION 2. TERM: Each officer shall be elected for a term of one year, by a majority of the
BOARD at the annual meeting. No officer shall serve more than four successive terms.
SECTION 3. NOMINATIONS & ELECTION: The nomination and election of officers
should take place at the annual meeting. by the last regular BOARD meeting of the calendar
year. Officers shall be elected by the majority vote of the BOARD.
SECTION 4. VACANCIES: Officer vacancies caused by reasons of death, resignation or
otherwise, shall be filled by a majority vote of the BOARD. The new officer elected to fill the
vacancy will serve for the remainder of the term.
SECTION 5. REMOVAL: Removal shall be in accordance with local, state, and federal law
and shall override any language to the contrary in these By-Laws. An officer may be removed by
BOARD members. Two-thirds of BOARD members present at a Board meeting may terminate
an officer for any reason. No officer shall be terminated without at least two weeks written
notice of the scheduled Board meeting where such termination will be discussed and determined.
However, two-week notice is not required if the officer is alleged to have committed a felony or
alleged to have stolen COALITION property. In such instances, written notice shall be provided
as soon as possible.
SECTION 6: RETURN OF MATERIALS: Any officer who voluntarily or involuntarily
leaves shall deliver all materials pertaining to their office to their successors, or if none has been
elected or appointed, to the COALITION's Executive Director within ten (10) days following the
date of termination of his or her term of office.
SECTION 7. PRESIDENT: The President shall sign for and on behalf of the COALITION or
in its name, all instruments of writing necessary, convenient, or advisable to be executed for or
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on behalf of the COALITION. While actively engaged in conducting the business and affairs of
the COALITION, the President shall be charged with all duties and have all authority
customarily performed and exercised by the chief executive officer of a corporation organized
under the laws of the State of Florida. The President is authorized to sign checks on behalf of the
COALITION.
SECTION 8. VICE PRESIDENT: The Vice President shall perform the duties of the
President when the President is absent, ill or otherwise incapacitated, including the execution of
instruments and have such other responsibilities as may be designated by the President. The
Vice President is authorized to sign checks on behalf of the COALITION.
SECTION 9. TREASURER: The Treasurer shall serve as chief financial officer and will be
responsible for supervision of the collection and disbursement of all monies of the Corporation
under the direction of the BOARD. The Treasurer shall review financial records and present
quarterly financial statements to the BOARD. The Treasurer shall ensure appropriate bank
reconciliations and review annual financial reports. The Treasurer is authorized to sign checks
and all forms of a financial nature on behalf of the COALITION.
SECTION 10. SECRETARY: The Secretary shall keep and be responsible for the minutes of
all BOARD and membership meetings, including attendance. The Secretary is authorized to sign
checks on behalf of the COALITION.
SECTION 11. EXECUTIVE COMMITTEE: The Executive Committee shall consist of the
elected officers and, at the sole discretion of the Executive Committee, the immediate past
President.
ARTICLE V: PERSONNEL
SECTION 1. EXECUTIVE DIRECTOR: The BOARD shall employ an Executive Director
of the Coalition who shall serve at the pleasure of the BOARD and perform such duties and
responsibilities as defined by the BOARD. The BOARD shall determine the qualifications and
compensation of the Executive Director. The Executive Director will serve as an ex-officio of
the board.
SECTION 2. PERSONNEL SELECTION PROCEDURES: Except for the Executive
Director who shall be hired by, evaluated by, and may be dismissed by the BOARD, other
COALITION employees will be hired, evaluated on a periodic basis, and shall serve at the
pleasure of the Executive Director. The Executive Director shall dictate the policies,
procedures, duties and responsibilities of COALITION employees with the understanding that
any financial issues must be in compliance with the COALITION’s budget.
ARTICLE VI: COMMITTEES
SECTION 1. STANDING COMMITTEES: The Board may designate standing/ad hoc
committees on an as needed basis. The President shall appoint the committees chairs with the
approval of the BOARD. In all cases, the chairperson of each committee shall be a member of
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the BOARD. Standing BOARD Committees include: Executive, Finance & Audit, Governance,
and Fundraising & PR.
ARTICLE VII: MISCELLANEOUS PROVISIONS
SECTION 1. BOOKS AND RECORDS: The COALITION will keep correct and complete
books and records of account, and will also keep minutes of the proceedings of its Members,
BOARD, and committees. The COALITION will keep at its registered office a Membership
Register of the names, addresses, and other details of the membership of the COALITION, the
Articles of Incorporation and Bylaws (including amendments). These shall be available to the
Members or the public for inspection upon reasonable request during business hours.
SECTION 2. NON-STOCK CORPORATION: This Corporation will not have or issue
shares of stock. No dividend will be paid, and no part of the income or assets of the
COALITION will be distributed to its Members, BOARD, or Employees.
SECTION 3. INDEMNIFICATION: Any person made or threatened to be made a party to
any action or proceeding, whether civil or criminal, by reason of the fact that he/she is or was a
director, officer or employee of the Corporation (or serves, or served, any other corporation
while he/she was a director, officer, or employee of the Corporation) and who was operating in a
good-faith capacity as a BOARD member, shall be and hereby is indemnified by the Corporation
against all judgments, fines, amounts paid in settlement and reasonable expenses including
attorney’s fees actually and necessarily incurred as a result of any such action or proceeding, or
any appeal therein, to the full extent permitted and in the manner prescribed by law. In the case
of indemnification of a person who is or was an employee (rather than a director or officer) of
the Corporation, such indemnification shall be, unless otherwise provided by law, to the same
extent permitted and in the manner prescribed by Florida law for the indemnification of directors
and officers.
SECTION 4. CONFLICTS OF INTEREST: Florida law has a code of ethics for public
officers and employees. All officers, BOARD members, and Executive Directors shall comply
with the code of ethics, including avoiding any conflict of interest or appearance of a conflict of
interest. In carrying out board delegated provider selection or when making recommendations
on the selection of providers or allocations Coalition staff shall declare any conflict of interest on
any issue related to any organization they represent or organizations with which they are
affiliated. In carrying out its provider selection and allocation functions, members of the
BOARD of DIRECTORS shall declare any conflict of interest and may not vote on any issue
related to the organization they represent or organizations with which they are affiliated. No
compensation shall be paid to members, BOARD members, or employees of the corporation
directly or indirectly for goods and/or services provided to the corporation by such member,
BOARD member or employee thereof, without full and complete disclosure to the BOARD or
the membership respectively, as appropriate of the nature and circumstances of the transactions
involved and the approval of such transactions by the BOARD and membership respectively.
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ARTICLE VIII: AMENDMENTS
SECTION 1: BYLAWS: The COALITION’S bylaws may be amended, modified, altered or
rescinded by the BOARD at any BOARD meeting at which a majority is present and voting,
provided that the notice of the meeting contains a full statement of the proposed amendment,
modification, alteration or rescission. The bylaws may not be amended, modified, altered or
rescinded by the BOARD at any BOARD meeting unless two-thirds of the BOARD members
present vote for such change.
ARTICLE IX. DISSOLUTION OF THE COALITION:
SECTION 1: DISSOLUTION: Dissolution of the COALITION shall be accomplished in
accordance with federal and state laws.
SECTION 2: ASSETS: No person, firm or corporation shall ever receive any dividends or
profits from the undertaking of this Corporation, and upon dissolution of this organization all of
its monetary assets remaining after payment of all costs and expenses of such dissolution shall be
distributed to organizations which have qualified for exemption under Section 50l(c)(3) of the
Internal Revenue Code, or to the Federal Government, or to a State or local government for a
public purpose, and none of the assets will be distributed to any member, officer or director of
this Corporation.
Revised 02-27-97
Revised for effective date 7/1/01
Revised and Adopted September 28, 2006
Revised and Adopted March 21, 2011
Revised and Adopted August 20, 2012
Revised and adopted June 26, 2014
Revised September 19, 2016
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