Bylaws of the

Louisville/Jefferson County

Communities in Charge Coalition, Inc.

 

 

ARTICLE I B Offices

 

The principal office of the corporation shall be located at 400 East Gray Street, Room 131, Louisville, Kentucky 40202.  The corporation may have such other offices, either within or without the Commonwealth of Kentucky, as the business of the corporation may require from time to time.

 

ARTICLE II B Members

 

(1)  MEMBERSHIP.     The corporation may include an unlimited number of members who shall share an interest in achieving the goals of the corporation.  The members of the corporation shall be individuals, corporations, agencies, both public and private, governmental organizations, academic centers, and such other groups or representatives as the Board of Directors may determine by amendment to these bylaws.  A membership fee or dues may be charged in such amount and according to such classifications as the Board of Directors may determine by resolution.

 

(2)  CLASSES OF MEMBERSHIP.     Membership in the corporation shall be in accordance with such classes of membership as the Board of Directors may determine by resolution.

 

(3)  VOTING RIGHTS OF MEMBERS.     Members shall have no voting rights.

 

ARTICLE III B Governance Board

 

(1)  GENERAL POWERS.     The business and affairs of the corporation shall be managed by its Board of Directors.

 

(2)  NUMBER, TENURE, AND QUALIFICATIONS.     The number of directors of the corporation shall be such number as the Board of Directors may determine by resolution, but shall be no fewer than twenty (20) and will not exceed thirty-five (35) members.  The Board of Directors shall be appointed at the annual meeting of the Board of Directors held in October of each year to be representative of the following constituencies and areas of community experience and expertise:

 

            Hospitals                                                                     Louisville/Jefferson County Government

            University of Louisville                                              (County Judge Executive or designee)

Board of Health

 

            Park DuValle                                                              Family Health Centers                                    Jefferson County Health Department

            University Health Care, Inc.                                       Jefferson County Medical Society

            City of Louisville Government                                   Kentucky Medical Association

            (Mayor or Mayor’s designee)                                      Medical sciences

Jefferson County Government                                   Area businesses

            Faith-based organizations                                           Accounting                                                     Pharmacists                                                                        Behavioral sciences

            Dentists                                                                       Managed care

            Consumers                                                                  Information technology

            State health agencies                                                   Social services

            Legal                                                                           At-large members

           

 

Directors may be nominated from a slate of candidates proposed by the Nominating Committee or by any current Director.  Nominees shall be designated in accordance with the above classifications, but not all classifications must be represented, and any classification may have more than one director, as the Board may annually determine, provided however that no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.  Each director shall serve  a term of one (1) year beginning with the adjournment of the October meeting and continuing until their successor has been chosen and has accepted their appointment.  Directors shall be eligible for re-appointment without limitation.. A director may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interest of the corporation would be served thereby.

 

(3)  VACANCIES.     Should a vacancy occur on the board before completion of a term, such vacancy may be filled by the affirmative vote of a majority of the remaining Board of Directors, though less than a quorum.

 

(4)  ANNUAL MEETING.     The annual meeting of the Board of Directors shall be held in October of each year to appoint members of the Board of Directors and to elect officers of the corporation for the upcoming year, and to address any other business as may properly come before the board.  The Board of Directors may provide, by resolution, the time and place, either within or without the Commonwealth of Kentucky, for the holding of additional regular meetings without other notice than such resolution.

 

(5)  SPECIAL MEETINGS.     Special meetings of the Board of Directors may be called by or at the request of the president, the Chairman of the Board, or by a majority of the directors in office.  The person or persons authorized to call special meetings of the Board of Directors may fix any place, either within or without the Commonwealth of Kentucky, as the place for holding any special meeting of the Board of Directors called by them.

 

(6)  NOTICE.     Notice of any special meeting shall be given at least five days prior thereto by written notice delivered personally or mailed to each director at his business address.  If mailed, such notice shall be deemed to be delivered when deposited in the United States mail in a sealed envelope so addressed, with first class postage thereon prepaid.  Any director may waive notice of any meeting.  The attendance of a director at any meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened.  Any notice required hereunder shall state the time and place of the meeting.  Neither the business to be transacted at, nor the purpose of, any annual, regular, or special meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting.

 

(7)  QUORUM.     One-third (1/3) of the members of Board of Directors currently appointed shall constitute a quorum for the transaction of business at any meeting of the Board of Directors, provided that if less than a quorum of the directors are present at said meeting, a majority of the directors present may adjourn the meeting from time to time without further notice.  Directors may participate in a meeting by means of conference telephone and such participation shall constitute presence in person for all purposes.

 

            (8)  MANNER OF ACTING.     The act of seventy-five percent (75%) of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors for all matters unless a different standard is established in these bylaws.

 

(9)  COMPENSATION.     No director shall receive compensation for services as director; however, any expenses incurred by any director by reason of their duties or responsibilities as such may be paid by the corporation; provided, that nothing contained herein shall be construed to preclude any director from serving the corporation in any other capacity and receiving compensation therefor.

 

(10)  COMMITTEES.     The Board of Directors shall have authority to establish by resolution such committees as it may consider necessary or convenient for the conduct of its business. Such committees may be comprised of both Directors and non-Directors as the Board of Directors may determine. Membership on the committees shall be by appointment of the Chairman of the Board. 

 

(11)  EXECUTIVE COMMITTEE.    

            (A)     There shall be established an Executive Committee of the Board of Directors comprised of twelve (12) members of the Board of Directors representing the following major stakeholders of the corporation:

            Hospitals                                                                     Louisville/Jefferson County

            University of Louisville                                                          Board of Health

            Park DuValle                                                              Family Health Centers                                    Jefferson County Health Department                            Jefferson County Medical Society  

University Health Care, Inc. (Passport)                      Jefferson County Government

City of Louisville Government                                                                      

 

The Chairman of the Board, Vice Chairman, and Secretary of the Board shall be ex officio members of the Executive Committee. 

                        (B)     The Executive Committee shall have and exercise any and all of the authority of the Board of Directors described herein, except that it shall not have the authority of the Board of Directors in reference to:

 

¨      amending, altering or repealing the bylaws;

¨      electing, appointing or removing any member of the Executive Committee or any director or officer of the corporation;

¨      amending the Articles of Incorporation, restating articles of incorporation adopting a plan of merger or adopting a plan of consolidation with another corporation;

¨      authorizing the sale, lease, exchange or mortgage of all or substantially all of the property and assets of the corporation;

¨      authorizing the voluntary dissolution of the corporation or revoking proceedings therefor;

¨      adopting a plan for the distribution of the assets of the corporation;

¨      amending, altering or repealing any resolution of the Board of Directors which by its terms provides that it shall not be amended, altered or repealed by the Executive Committee;

¨      or such other matters as may be determined by state law. 

 

The designation and appointment of the Executive Committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any individual director, of any responsibility imposed upon them by law.

                        (C)    One-third (1/3) of the members of the Executive Committee shall constitute a quorum for the transaction of business at any meeting of the Executive Committee, and the act of seventy-five percent (75%) of the directors present at a meeting at which a quorum is present shall be the act of the Executive Committee for all matters unless a different standard is established in these bylaws. Directors may participate in a meeting by means of conference telephone and such participation shall constitute presence in person for all purposes.

 

(12)  INFORMAL ACTION.     Any action required or permitted to be taken at a meeting of the Board of Directors, the Executive Committee, or of a committee, may be taken without a meeting if a consent, in writing, setting forth the action so taken shall be signed by all of the directors, or all members of the committee, as the case may be, and included in minutes or filed with the corporate records.  Such consent shall have the same effect as a unanimous vote.

 

 

 

 

 

ARTICLE IV B Officers

 

(1)  OFFICES.     The officers of the corporation shall be a Chairman, Vice Chairman, Secretary, Executive Director, and such other officers whose duties may be fixed from time to time by the Board of Directors and who are to be elected in accordance with the provisions of this Article.

 

(2)  ELECTION AND TERM OF OFFICE.     Each officer shall hold office until their successor shall have been duly elected and shall have qualified or until their death or until they shall resign or shall have been removed in the manner hereinafter provided.  After the initial election of officers at the corporation's organizational meeting, the officers of the corporation shall be elected every year by the Board of Directors at the annual meeting.  If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as shall be convenient. 

 

(3)  REMOVAL.     Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors, with or without cause, whenever in its judgment the best interest of the corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed.  Election or appointment of an officer or agent shall not of itself create contract rights.

 

(4)  VACANCIES.     A vacancy in any office because of death, resignation, removal, disqualification, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.

 

(5) CHAIRMAN.     The Chairman shall preside over meetings of the Board of Directors, shall perform all duties incident to the office of Chairman, and such other duties as may be prescribed by the Board of Directors from time to time.

 

(6)  VICE CHAIRMAN.     In the absence of the Chairman or in the event of his inability or refusal to act, the Vice Chairman shall perform the duties of the Chairman and, when so acting, shall have all of the powers and be subject to all of the restrictions upon the Chairman.  Any Vice Chairman shall perform such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.

 

(7)  SECRETARY.     The Secretary shall (1) keep the minutes of the Board of Directors and Executive Committee meetings in one or more books provided for that purpose; (2) see that all notices are duly given in accordance with the provisions of these bylaws or as required by law; (3) be custodian of the corporate records; and (4) in general, perform all duties incident to the office of Secretary and such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.

 

(8)  EXECUTIVE DIRECTOR.    The Executive Director shall be the chief executive officer of the corporation and shall in general supervise and control all of the day‑to‑day business and affairs of the corporation and its staff, and shall perform such other duties as from time to time may be assigned by the Chairman or by the Board of Directors.

 

ARTICLE V B Contracts, Loans, Checks, and Deposits

 

(1)  CONTRACTS.     The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instruments in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances.

 

(2)  LOANS.     No loans shall be contracted on behalf of the corporation, and no evidences of indebtedness shall be issued in its name unless authorized by a resolution of the Board of Directors.  Such authority may be general or confined to specific instances.

 

(3)  CHECKS, DRAFTS, ORDERS, ETC.     All checks, drafts, or other orders for the payment of money, notes, or other evidences of indebtedness issued in the name of the corporation shall be signed by such officer or officers, agent or agents, of the corporation and in such manner as shall from time to time be determined by resolution of the Board of Directors.

 

(4)  DEPOSITS.     All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks, trust companies, or other depositories as the Board of Directors may select.

 

(5)  GIFTS.     Any director or officer may accept on behalf of the corporation any contribution, gift, bequest, or devise for the general purposes of or for any special purpose of the corporation.