Five County
Community Action Partnership
By-Laws
Community Action Partnership
BY-LAWS
Approved February 14, 2024
ARTICLE I: DEFINITIONS
For the purposes of clarification and understanding of the terms used in these by-laws, the following definitions shall apply:
Southwest Utah. The geographical area consisting of Beaver, Garfield, Iron, Kane and Washington counties.
Five County Association of Governments (AOG). (Herein referred to as the “Association.”) The voluntary association of Beaver, Garfield, Iron, Kane and Washington counties, under which Human Service programs function.
Steering Committee. The policy body made-up of representatives from each of the five (5) participating county political jurisdictions in the Association, responsible for the total functions of the Association.
Human Services Council. (Herein referred to as the “Council.”) That body responsible for Human Service functions in the five (5) county areas (Southwest Utah).
Ad-hoc Work Committees. Sub-committees by the Council to assist in carrying out specific responsibilities.
Sub-Councils. Advisory groups recommended and organized by the Council.
Community Action. The goal of community action agencies is to reduce poverty, revitalize low-income communities, and empower low-income individuals and families to become fully self-sufficient.
Tripartite Board. A board that shall be divisible by three; and shall not have more than one-third elected or public officials, not less than one-third low income representatives, with the remainder from the private sector.
ARTICLE II: NAMES
The name of this body shall be “The Human Service Council.” For identification purposes within this document, the Human Service Council shall also be known as the Council.
ARTICLE III: PURPOSE
The Human Services Council is charged with the responsibility of making policy recommendations to the Steering Committee of Five County Association of Governments (AOG) on all matters pertaining to community action agencies in Southwest Utah.
Tripartite boards are responsible for oversight and governance of community action agencies. The duties of the Council include, but are not limited to:
Development
Conduct periodic needs assessments of the causes and conditions of poverty within the five county area and to decide what role, or mission, the agency will assume relative to other community organizations and resources, in addressing those needs.
• Needs Assessment
• Clarifying Agency Mission
Planning
Participate in agency annual and longer-range planning activities. Specifically, individual members of the board, and the board as a whole, ought to contribute to, and benefit from, various aspects of program planning:
• Long-range Strategic Planning
• Annual Planning
Implementation
Because members of the Council have "advisory" responsibilities members are expected to carry out their duties as any "reasonably prudent person" would do. At a minimum, this would require:
1. Regular attendance at board and committee meetings;
2. Thorough familiarity with core agency information, such as the agency's bylaws, articles of incorporation, sources of funding, agency goals and programs, Federal and State CSBG statutes;
3. Careful review of materials provided to board members;
4. Decision-making based on sufficient information;
5. Ensuring that proper fiscal systems and controls, as well as a legal compliance system, are in place; and
6. Knowledge of all major actions taken by the agency.
ARTICLE IV: GOVERNANCE OF THE COUNCIL
SECTION 1. General Governance. As the Human Service Council is responsible for Community Action activities in Southwest Utah, the Council shall participate in policy development and implementation as delegated by the Five County Association of Governments Steering Committee.
SECTION 2. Powers of the Council. The Human Service Council may exercise all powers created hereunder. The Council shall designate staff and/or council members to make all recommendations to the Steering Committee of the Association.
SECTION 3. Council Membership. The direction and management of the affairs of the Human Services Council shall be exercised, conducted, and controlled by the Council membership, which shall consist of fifteen (15) members. Each board member will have one vote.
a) Composition and Manner of Selection: The Council membership shall be divisible by three; and shall not have more than one-third elected or public officials, not less than one-third low-income representatives, with the remainder from the private sector. The fifteen (15) members of the Council shall be appointed and elected as follows:
I. Five (5) members shall constitute the private sector of the Council and such members shall be appointed by the county commissions in each of the five counties which make up the Southwest Utah jurisdiction.
II. Five (5) members shall consist of a low-income representative selected by low-income residents in a democratic selection process. This representative shall be nominated by individuals who are low income, and the vote shall be implemented in a low-income community program. The elected representative will then be submitted for approval by the county commission in the county they are representing.
III. Five (5) members shall consist of a commissioner from each of the five counties which represent the public sector that make up the Southwest Utah jurisdiction.
b) Each board member must be a resident of the county they are representing.
c) Term of Appointment. A member of the Council shall be appointed for a staggered term of two (2) or three (3) years. Council members may be re-appointed by the representative county commissioners of the county they are representing.
I. Onboarding Orientation will occur within 6 months of appointment. Topics for orientation include:
i. Board Governance Toolkit (file:///C:/Users/ttuipulotu/AppData/Local/Microsoft/Windows/INetCache/Content.Outlook/6FIAS00S/Tripartite%20Board%20Governance.pdf)
ii. ROMA for boards training series (https://communityactionpartnership.com/?s=ROMA+for+boards)
iii. Strategic Plan
iv. Organizational Standards
v. Community Needs Assessment
vi. Community Action Plan
vii. Bylaws (Including Demographic Selection Policy) including Whistleblower.
viii. Conflict of Interest and Code of Ethics
ix. Financials (from current fiscal year)
x. Open and Public Meeting Act (https://le.utah.gov/interim/2018/pdf/00002184.pdf)
xi. Community Services Mission, Vision, Values, and Promise Statements (https://communityactionpartnership.com/mission-and-promise/)
d) Equal Opportunity. Appointments to the Council shall not be withheld on the basis of race, creed, color, sex, age, political affiliation, or national origin.
e) Low-income individuals, community or religious organizations, or representatives of low-income individuals that consider themselves inadequately represented on the Five County Human Service Council may petition the Council to adjust and realign Council membership. The petition should be submitted to the Community Action Program Director at the Five County Association of Governments. At this time the information will be provided to the Council for review at the Council meeting. Petitioner will be informed of the outcome of the meeting.
SECTION 4. Resignation of Council Member. Any member may resign from the Council by filing a written resignation with the chairperson of the Council. The resignation shall be effective as of the date it is received by the chairperson. Three consecutive un-excused absences may constitute a resignation and may be considered for acceptance by the Council. Human Service Council members may be removed whenever it is recommended by the Council that such removal would be in the best interest of the functions of the Council. Such removal shall be without prejudice to the rights, if any, of the person so removed.
SECTION 5. Vacancies. In the event of any vacancy occurring in the Council by death, resignation, disqualification, end of term, or otherwise, the remaining Council members shall continue to act; and such vacancy shall be filled by the appropriate constituents’ organization and described in Article IV, Section 3.
a) Onboarding. New board members will receive an orientation within 6 months of appointment. Topics covered in on-boarding include (but not limited to):
(i) Board Governance Toolkit (attached)
(ii) ROMA for boards training series
(iii) Strategic Plan
(iv) Organizational Standards
(v) Community Needs Assessment
(vi) Community Action Plan
(vii) Bylaws (Including Demographic Selection Policy)
(viii) Whistleblower
(ix) Conflict of Interest
(x) Financials (from current fiscal year)
(xi) Open and Public Meeting Act
(xii) Community Services Mission Statement
(xiii) Annual schedule of meetings, important dates
SECTION 6. Meetings.
a) Regular Meetings. The Council shall meet at least four (4) times a year at a time and place determined by the Council. Notice of such regular meetings shall be mailed to Council members no later than five (5) days prior to the meeting. All meetings will be scheduled for the convenience of the members and the public. The notices of any such meetings will include the agenda to be considered. Public notices will be posted at least 72 hours prior to the time of each Council meeting.
b) Special Meetings. Special meetings of the Council may be called by or at the request of the chairperson or by two (2) or more of the Council members. Notice of any special meetings of the Board shall be given in writing at least five (5) days prior to the scheduled meeting.
c) Electronic Meetings. Any Human Service Council members may participate by electronic means at any meeting by giving advance notice to the Community Action Director prior to Community Action posting the agenda for the meeting 72 hours in advance of the meeting. The anchor location information will be posted in the public notice on the Utah Public Notice Website.
1. The following definitions shall apply to this section. All other words shall carry their normal and natural meaning.
i. Act: The Open and Public Meetings Act established in Utah Code Title 52 Chapter 4.
ii. Anchor Location: a location or locations for the public meeting to take place, where interested persons and the public may attend and monitor the open portions of the meeting, and if public comment is accepted, to participate in the meeting, at least one of said locations is the Commission Chambers at the Kane County Courthouse, unless changed by resolution.
iii. Electronic Means: any system or combination of systems that is reasonably available to the County Clerk or other appropriate county staff to operate, including a phone, one or more phones or phone systems or other electronic or video system or combination of systems, that would allow one or more Commissioners to participate in a Board meeting, which system or systems allow all Commissioners to adequately hear each other and allow interested persons and the public to attend and monitor the open portions of the meeting and if public comment is accepted to participate in the meeting.
2. Commissioners who participate in a meeting by Electronic Means shall be counted towards the quorum requirements of the Act.
3. A meeting may be conducted entirely by Electronic Means with no Human Service Council members present at the Anchor Location.
4. For any meeting, whether one or all council members are participating by Electronic Means, Community Action shall provide adequate personnel to be present at all Anchor Locations to ensure that interested persons and the public may attend and monitor the open portions of the meeting and if public comment is accepted to participate in the meeting. The Anchor Location for any meeting shall have adequate space for interested persons and the public to attend and to participate.
5. Community Action may establish more than one Anchor Location so long as each location is sufficient to comply with the Act.
6. If one or more council members have given notice to Community Action to participate by Electronic Means, Community Action shall give notice of this information to the other council members at least twenty four hours in advance of the meeting and shall provide the information on how the council members will participate.
7. Community Action shall otherwise ensure that all recording requirements of the Act are complied with for any electronic meeting.
8. No Commissioner may participate by Electronic Means, and no Board meeting shall be conducted entirely by electronic means unless the Electronic Means are adequate to fully comply with the Act.
SECTION 7. Quorum. A quorum to conduct regular business shall consist of one-half of the 15 members of the council seats (8 persons). No formal action will be taken unless a quorum is present. Furthermore, no financial decisions relating to budgets, appropriations, or general financial decisions shall be made without at least 3 of the 5 county commissioners present. A majority of those in attendance at any meeting shall, in the presence of a quorum, decide any action. If less than a quorum of the Council is present at the time and place of any meeting, the Council members may adjourn the meeting until a quorum is present. The Council members may discuss informal business, but may not vote nor take formal action without a quorum being present. If a quorum exists but a majority of commissioners are absent, the quorum may take formal action to all matters, except for those relating to budgets, appropriations, or general financial decisions.
SECTION 8. Conflict of Interest. Members of the Council shall abstain from voting or otherwise being involved in the decision-making process when it might be interpreted that they could economically, politically, or personally benefit from such action. This same individual shall not be restricted from answering questions or otherwise participating in providing information pertinent to the decision-making process of others.
Full disclosure of financial interest is required for all council members and staff.
SECTION 9. Conduct of Meetings. Robert’s Rule of Order, Newly Revised, shall govern the conduct of all meetings.
ARTICLE V: OFFICERS
SECTION 1. Number of Officers. The officers of the Council shall consist of a chairperson and vice chairperson.
SECTION 2. Election, Term of Office, and Qualifications. All officers shall be approved by the Steering Committee of the Association, based upon recommendations for chairperson as determined by vote of the Council and shall hold this office for a period of one (1) year. A person may be re-appointed by a majority of the Council to serve additional one (1) year terms.
SECTION 3. Vacancies, Removal, Resignation. A vacancy in any office because of death, resignation, removal or disqualification, or any other cause, shall be filled for the unexpired portion of the term in the manner prescribed by these guidelines for regular appointments or elections to such offices. An officer may be removed, either with or without cause, by vote of a majority of those in attendance at any regularly scheduled meeting of the Council, at which a quorum is present, if the matter of the removal was included in the notice of the meetings as provided in Article IV, or at a special meeting of the Council called for that purpose. Any officer may resign from office at any time by giving written notice to the Council. Any such resignation shall take effect upon being accepted by the Council. Three (3) consecutive unexcused absences may constitute a resignation and be considered and approved by the Council.
SECTION 4. Duties of Officers.
a) The Chairperson. The chairperson shall preside at all meetings of the Council. The chairperson, upon approval of the Council, shall appoint ad-hoc work groups responsible for assisting the Council in its activities. The chairperson shall carry out other duties and responsibilities consistent with these by-laws, as may be assigned to him by the Council, Steering Committee, or state and local statute.
b) The Vice Chairperson. At the request of the chairperson, or in the absence or inability to act, or if the office be vacant, the vice chairperson may exercise all the duties and powers of the chairperson. The vice chairperson shall perform such other duties as may be assigned to him by the Council or Steering Committee.
ARTICLE VI: COMMITTEES
SECTION 1. Ad-Hoc Committees. The chairperson of the Council may appoint, with the approval of the Council, such ad-hoc work committees as may be necessary or appropriate to carry out the objectives and purposes of the Council. Each such work committee shall be appointed for the period required to execute its duties. With the approval of the Council, individuals who are not members of the Board and who have special knowledge or background that may be appropriate to the Committee task may be appointed to serve on such committees in an advisory or consultative capacity. A Council member shall be the chairperson of all standing and ad-hoc work committees organized by the Council. An Ad-hoc committee shall limit its activities to the accomplishment of those tasks for which it is appointed and shall have no powers except those specifically conferred by action of the Council and approved by the Steering Committee. The committee shall periodically inform the Council regarding progress and shall report completion of the special task and any recommendations resulting. The Council will take action on any recommendations forwarded to the Council by the Ad-hoc committee and present to the Steering Committee for approval.
ARTICLE VII: REVISIONS
SECTION 1. Amendments. These by-laws may be altered, amended or repealed and new by-laws may be adopted by the affirmative vote of two-thirds (2/3) of the Council members. However, at least five (5) days written notice shall be given of the intention to alter, amend, repeal, or adopt new by-laws. Proposed changes will be available for review five (5) days prior to meeting
RE-ADOPTED BY RESOLUTION OF THE HUMAN SERVICE COUNCIL ON: February 14, 2024