BY-LAWS

Prevent Harm. Promote Health.

By-Laws

Article I

Name

This organization shall be known as the StandUP Polk Coalition of Polk County, Florida, hereinafter referred to as StandUP Polk or “the Coalition.” InnerAct Alliance, a 501 c (3) agency, is the fiscal agent for StandUP Polk. InnerAct Alliance will facilitate/implement/oversee grant funding related to StandUP Polk. StandUP Polk and InnerAct Alliance will interview, hire and monitor the Coalition staff. The fiscal agent will be responsible for paying staff, providing office space, communications, office supplies, utilities, and deliverables as required for grant funding. StandUP Polk and InnerAct Alliance will work together to pursue additional funding opportunities for the Coalition. Either party, the fiscal agent or the Coalition, may propose to initiate separation. This matter will be taken to the members of both organizations for conditions and agreement of separation.

Article II

Vision and Mission

Vision

To be an empowered community to prevent risky behaviors and promote positive actions in order to sustain long term health.

Mission

To prevent harm and promote health through education, public awareness and advocacy.

Article III

Purpose

3.1 Purpose

The organization is organized exclusively for charitable, religious, educational and scientific purposes under Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future federal tax code.

Article IV

Membership

There shall be two levels of membership.

The general membership of the Coalition shall be composed of all interested persons who reside and/or work in Polk County in all sectors to include but not limited to community-based organizations, businesses, and faith-based organizations that operate in Polk County.

General Members shall have the following privileges:

Be on the Coalition mailing list

Receive notification of meetings

Attend Coalition meetings

Participate in Coalition events

Serve on Committees

The voting membership of the Coalition shall be composed of all General members who have signed a Partnership Agreement. Voting Members shall have all the privileges of General Members plus the following:

Voting rights as defined within these by-laws.

May be elected to office.

A waiver may be given if a Partnership Agreement is disallowed by the employer of a member that attends the meetings regularly.

Vote of Members

All voting members, individual or organizational, are entitled to one (1) vote on any given issue. This includes voting on the Comprehensive Community Action Plan. Members who have signed the Partnership Agreement will have voting rights.

General Powers

The business of the Coalition shall be vested in the voting membership, which shall take final action on all major questions of policy and shall be ultimately responsible for all actions taken in the name of the Coalition. The vote of a majority of the voting members present, as defined within these by-laws, in person, shall determine every issue unless otherwise provided herein.

Article V

Member Meetings

Annual Meeting/Town Hall Meeting

The annual meeting of members for election of officers, receiving annual reports and the transaction of other lawful business, shall be held once yearly at a time and place, within Polk County, to be determined by the Executive Committee. Notice of the annual meeting shall be sent to the members at their respective addresses as shown on the records of the Coalition at least ten calendar days before the meeting. This meeting may also serve as the Town Hall Event of the year where the general public may be invited to attend. At this meeting the progress, challenges and future projects of the Coalition will be highlighted.

Regular Meetings

Regular meetings of the Coalition shall be held monthly unless otherwise notified. Meetings shall take place in Polk County. Notice of regular meetings shall be sent to the members at their respective addresses as shown on the records of the Coalition at least ten calendar days before the meeting.

Special Meetings

Special meetings of the Coalition may be called by the Chairperson(s) or ten percent of the total voting members of the Coalition. Meetings shall be held within Polk County. Notice of special meetings shall be sent to the members at their respective addresses as shown on the records of the Coalition at least ten calendar days before the meeting and shall state the purposes thereof.

Article VI

Officers

Number and Qualifications

The officers of this Coalition shall be Chairperson or Co-Chairpersons (this position would be split if the Chairperson decides to share responsibilities with a Co-Chairperson). In this event, both Co-Chairpersons will preside over the Executive Committee, Treasurer, Secretary, and five (5) Directors at Large. Input will be sought from a UthMpact coalition member.

Election

All officers shall be elected by the affirmative vote of a majority of the voting members present at the annual meeting. Officers shall assume their duties July 1.

Term Limits

Terms shall be for two (2) years with four (4) members voted in on odd years and five (5) members voted in on even years.

Vacancies

Vacancies may be filled at any meeting of the Coalition by the affirmative vote of a majority of the voting members present.

Conflict of Interest

Members of the Board shall disclose of any relationship that could be considered conflict of interest with the Coalition and abstain from voting on any such matters.

Quorum

At all meetings of the Board of Directors, a majority of the Directors in office at that time shall be necessary and sufficient to constitute a quorum (2/3) for the transaction of business.

Removal and Substitution

Any officer may be removed, at any time, by a majority of the voting members present at any meeting where proper notice is given. The voting members may, for any reason, delegate the duties of any officer to another officer or other person qualified to assume such duties, for such a period of time as it deems necessary or proper.

Chairperson

The Chairperson shall:

Preside at meetings of the Coalition and Executive Committee.

Nominate Committee Chairs to ad hoc or standing committees after conferring with the Executive Committee.

Perform duties as prescribed by the Coalition.

Vote on motions brought forth only in case of a tie.

Serve as ex-officio member on all committees and monitor compliance with by-laws.

The Chairperson may elect to share the duties with a Co-Chairperson.

The Chairperson may have a seat or appoint a representative on the InnerAct Alliance Board of Directors.

Co-Chairperson or Officer

This position would be created in the event that the Chairperson decides to share this position with a Co-Chairperson. The Co-Chairperson duties will be the same as that of the Chairperson.

Vice-Chairperson

The Vice-Chairperson shall:

Perform duties consistent with these by-laws as may be specifically designated by the Chairperson, Executive Committee, or the Coalition.

Assume the duties for the Chairperson in the absence or inability of the Chairperson.

Support and work closely with the Chairperson.

Secretary

The Secretary shall:

Assure that minutes are accurately recorded for all meetings of the Coalition.

Perform such duties consistent with these by-laws as may be specifically designated by the Chairperson, Executive Committee, or the Coalition.

Compose and send correspondence, including thank you notes, as directed by the Chairperson and/or by-laws.

Make phone calls as requested and order stationary and other related supplies.

Treasurer

The Treasurer shall:

Assure that appropriate records of financial transactions are kept and make monthly reports on the same to the Coalition.

Perform such duties consistent with these by-laws as may be specifically designated by the Chairperson, Executive Committee, or the Coalition.

Directors at Large

The Directors At Large (5) shall:

Be familiar with and adhere to the duties of the Executive Committee as a whole.

Review all information presented for discussion at the Board of Directors meeting prior to the meeting and come adequately prepared to discuss those items.

Perform such duties consistent with these by-laws as may be specifically designated by the Chairperson, Executive Committee, or the Coalition.

Article VII

Committees

The Coalition may form Committees, each of which shall meet as determined by function(s) and need as determined by the action plan.

Committee Chairs

All committee chairs must be voting members.

Committees

Committees of the Coalition shall be:

Executive Committee

Ad Hoc

Standing Committees

Executive Committee shall:

Perform such functions as the Coalition may direct and shall be composed of the Chairperson or Co-Chairperson(s), Vice-Chairperson, Secretary, Treasurer, Immediate Past Chairperson, and Directors at Large.

Recruit, nominate, and train incoming elected officers.

Ad Hoc Committee shall:

Be created and convened when necessary for purposes defined by the Coalition.

Be dissolved by vote when assigned function(s) and report(s) have been submitted to the Executive Committee.

An ad hoc Nominating Committee will be formed annually by the Chairperson.

Article VIII

Dissolution

On the dissolution or winding up of this Coalition, its assets remaining after payment or provision for payment of all debts and liabilities of the Coalition shall be distributed to InnerAct Alliance, or a prevention-providing agency with an established tax-exempt status.

Article IX

Amendment of By-Laws

Amendment

The by-laws may be amended at any meeting by two thirds (2/3) vote of voting members attending, provided notice of the proposed change(s) is distributed to all voting members at least thirty (30) days prior to the meeting.

Article X

Parliamentary Authority

The rules contained in Robert’s Rules of Order, current edition, shall govern the Coalition in all cases to which they are applicable and in which they are consistent with these by-laws.

Approved 10/22/15