August 18Th the Comments and Suggested Changes to the Bylaws Are Sent to The
NOTE:
As our current bylaws are still in effect, a proposed bylaw change must be sent to the membership 12 weeks in advance of a meeting in which they would be voted on. The group agreed that November’s meeting would be too soon to vote. The group also agreed that February’s meeting would be too soon to vote as more discussion is needed. As a result, the following timeline has been put into place:
August 18th The comments and suggested changes to the bylaws are sent to the
COC leads
August 18th – October 15th COC leads share this information with their local continua, elicit
feedback, generate questions and comments, etc.
October 15th Additional comments and suggestions are due to the COC
Coordinator at and will be shared with the Board of Directors
November 1st Collated comments and suggestions will be sent to the COC leads in
anticipation of an additional conversation at the November BOS meeting
November 13th Additional discussion will be held, opportunity for additional
feedback
At the November meeting, the membership will have to vote to decide whether to vote on bylaw changes at the May quarterly meeting or the August quarterly meeting.
· If the membership selects the May quarterly meeting, a final proposed bylaw change would be submitted to the COC leads by the Feb. quarterly meeting. No additional feedback will be gathered after that point.
· If the membership selects the August quarterly meeting, a final proposed bylaw change would be submitted to the COC leads by the May quarterly meeting. No additional feedback will be gathered after that point.
Bylaw Discussion and Suggestions
Article I OfficesNo proposed changes.
Article II Nonprofit PurposesNo proposed changes.
Article III Membership
(1)Proposed change to Section 1. Members –
Change the name of local continua of care (CoC) to local homeless coalition (LHC). This would further clarify that the COC is the HUD recognized Continuum of Care and the small community-based continua are local homeless coalitions. The first two sentences in Section 1: Members would then read:
“Membership of the Corporation shall be comprised of local homeless coalitions (LHC). A LHC is …”
Then any other mention throughout the document of local continua of care would be replaced with LHC.
(2)Proposed change to Section 1. Members –
In order to qualify for membership, part (c) indicates that the group must meet at least quarterly. Change to allow for four times in a calendar year. It would read:
c. Meet a minimum of four times in a calendar year
(3)Proposed change to Section 1. Members -
In order to become a member, remove “membership application” and replace with a written request. At the present time, there is no document called the membership application. It would read:
a. A ____ must submit a written request demonstrating the above-referenced membership qualifications (a-d).
(4)Proposed change to Section 1. Members –
In order to maintain membership, there was discussion about a variety of components to add. These included the following:
- Attendance at quarterly meetings of the Corporation
- Meet as a local continua at minimum four times in a calendar year
- Maintain membership from private and non-profit sectors of the community, including individual experiencing homelessness or were formerly homeless
- Requirement to submit required information requested by the Board and COC Coordinator
These would be in addition to the ones currently listed in the bylaws (a and b).
Discussion included the following ideas/suggestions:
- Require attendance at two quarterly meetings instead of all four and create an exception policy
- Require attendance at all four quarterly meetings but create an exception policy
Then, in the policy & procedures lay out the exception policy and process that would include conversation with the Board of Directors and the local continua as well as the lead organization.
(5)Proposed change to Section 3. Member Rights & Responsibilities -
Clarification sought in the second paragraph for the statement, “all issues regarding overall policy of the Corporation shall be brought to the full membership for a vote.” What does this include? How will this be impacted based on what is chosen under the governance section.
(6)Proposed change to Section 3. Member Rights & Responsibilities –
The third paragraph would have to change to reflect the decisions made under the governance section.
(7)Proposed change to Section 3. Member Rights & Responsibilities –
Move Section 4: Conflict of Interest to its own Article.
(8)Proposed change to Section 3. Member Rights & Responsibilities –
In Section 4b: Determination of Conflict, change some language in the first section for clarification purposes. Add “whom the vote concerns” and remove “person concerning whose situation the doubt has arisen.” It would read:
“When there is doubt as to whether a conflict of interest exists, the matter shall be resolved by a majority vote of the Board of Directors or its committee, excluding the person whom the vote concerns.”
Article IV Governance
(1)Proposed change to Section 1. Governing Body –
The number of directors will change based on what is selected in Section 2 as the structure.
(2)Proposed change to Section 1. Governing Body –
Discussion had about stating:
“The Board may employ a staff member to assist with the day-to-day responsibilities and obligations of the Corporation. Select of the staff member shall be done in accordance with the bylaws in an open and fair process.”
(3)Proposed change to Section 2: Board of Directors Structure –
This entire section can remain the same or there were 3 other proposals set forth and discussed:
OPTION #1:
Create a 21 member COC Lead Advisory Group. The 21 COC Leads would set their own meetings, structure (in line with the Bylaws of the organization), minutes, and agendas. The purpose would be to advise and consult with the Board. The group would select 5 COC leads to serve on the Board of Directors. *note, this would be no regions. 5 suggestion, keep an odd number
The Board would be comprised of the key populations listed in the COC Interim Rule (10) and five members from the COC Lead Advisory Group (5) for a total of 15 members. Or 17 or 19 depending on what was selected as the number from the COC Lead Advisory group.
Ten of the members would represent the following sub-populations. These members cannot be COC Leads, however they can be from the same local continua as a COC Lead Board member.
1 rep homeless/formerly homeless 1 rep HMIS Lead
1 rep – provider for DV1 rep – provider for Vet
1 rep – provider for Youth1 rep – provider for HIV/AIDS
1 rep – provider for Substance use disorders1 rep – provider for chronically homeless
1 rep – provider for families with children
1 rep – provider for persons with serious/persistent mental illness
All Board members have full voting rights and responsibilities.
Discussion around Option 1:
What if a person from the COC Lead Advisory group represented one of the sub-populations? Or would this still remain separate? For example: a COC lead comes from an agency that predominately serves veterans. Would you still want a different person to represent that sub-population or would that count?
OPTION #2:
The minimum number of Board members would be: 11
The maximum number of Board members would be: 21
The five regions consist of:
NORTH (4) Indianhead, Northwest, Northeast, NWISH
SOUTH (4) Jefferson, Kenosha, Rock/Walworth, Waukesha
EAST (5) Brown, Fox Cities, Lakeshore, Ozaukee, Washington
WEST (4) Coulee, Dairyland, West Central, Southwest
CENTRAL (4) Central, CAP, North Central, Winnebagoland
The Board must be comprised of 2 representatives from each of the 5 regions, for a total of 10. A Board member that was previously a COC Lead must step down as the COC Lead following the election to the Board in order to ameliorate conflict of interest.
The Board must include the following 2 positions:
1 rep homeless/formerly homeless 1 rep HMIS Lead
The Board must include the following 4 separate subpopulation positions, if not included specifically in the regional representation:
1 rep DV1 rep Veteran
1 rep Youth1 rep HIV/AIDS
The Board shall attempt to secure representation from the following 5 types of organizations whenever possible and not included in the regional representation:
- Housing Authority
- Philanthropic/Foundation
- Faith-Based
- City or Local Government
- For Profit
All Board members have full voting rights and responsibilities.
Discussion around Option 2:
Is it necessary for the COC lead to step down as the COC lead in order to be on the Board? Can a COC lead speak on behalf of the organization as a whole and not represent their own continua or agency when it comes to Board decisions? How does that play out when the membership is voting on a Board proposal? Is it an issue that the COC lead would be voting for or against the very policy that s/he helped create as a Board member?
OPTION #3:
Minimum 21Maximum 27
One representative from each local continua and then 6 from the subpopulations.
Board has autonomy to appoint individuals to fulfill HUD specified requirements to provide representation to the following subpopulations. These appointments will be non-voting members of the Board.
The subpopulation include, but not limited to:
- The agency designated as the HMIS Lead
- An individual who is Homeless/Formerly Homeless
- Provider for persons with Substance use disorders
- Provider for persons with HIV/AIDS
- Provider for Veterans
- Provider for the chronically homeless
- Provider for families with children
- Provider for unaccompanied youth
- Provider for persons with serious and persistent mental illness
- Provider for victims of domestic violence
Discussion around Option 3:
21 to 27 member Board of Directors is too big
Non-voting members not able to vote but donate as much time as the voting members
Question about fairness to the non-voting members and query as to the purpose
Discussion around Option 4:
Option 4 is to leave the bylaws the same and not make any change at this time. There was no further discussion regarding that option.
Note: The ESG Interim Rule took comment about the ESG Grant Administrator being required to hold a position on the Board or governing body of the HUD recognized COC. If that is incorporated into the final rule, this will have to be accommodated.
One idea would be to add the following language, regardless of which option is selected for Board structure:
“The Board shall also include, apart from the designated structure, any other statutorily mandated position.”
This would allow for potential changes required under the ESG or COC interim rule without having to change the bylaws again.
(4)Proposed change to Section 3. Elections –
This paragraph would be impacted by the decisions made in Section 2 regarding governance structure.
(5)Proposed change to Section 4. Term of Office –
There were 3 proposed options discussed – one of which is to keep the current two year term of office and staggered.
Option #2
The term of office shall be for three years, beginning at the start of the business meeting portion of the Annual Meeting, unless otherwise provided for in these Bylaws.
Any individual director shall serve no more than 2 consecutive terms, or 3 terms maximum.
Option #3:
The term of office shall be for ______years, beginning at the start of the business meeting portion of the Annual Meeting, unless otherwise provided for in these Bylaws.
The blank was for feedback from the membership.
Discussion:
- There is a difference between term length (how many years served before person would need to be re-elected) and term limit (how many terms can one person serve as a director if re-elected).
- Agencies should go back and look at their own Board structure and terms and length of service
- Limit term length of being an officer before having a break
- Increase term length because of the steep learning curve, suggested 3 years
- Discussed term limits in terms of small continua and unable to find additional people
(6)Proposed change to Section 6. Duties –
Four different language changes to clarify sentences.
g.Remove operate and add oversee the operation of. It would read:
“Oversee the operation of the Continuum of Care . . .”
h.Remove prepare. It would read:
“Oversee the development and submission of . . .”
j.Remove is. It would read:
“Responsible for the structure and governance of the Corporation and accountable . . .”
k.Remove as to. It would read:
“After the election of directors, the directors will agree who will chair which committee for the next term.”
(7)Proposed change to Section 6. Duties –
Changes to the President section include:
h.Add the word and as well as add a sentence at the end. It would read:
“Sign, execute, and acknowledge on behalf of the Corporation, all deeds, contracts, leases, reports, and all other documents or instruments necessary and proper to be executed in the course of the Corporation’s regular business. The president may designate an employee of the Corporation to sign, execute, and acknowledge on behalf of the Corporation.”
i.Discussion about the role of the past president. Do we keep this? Or remove it?
(8)Proposed change to Section 6. Duties –
Changes to the Treasurer section include:
Adding the following sentence:
“Unless another organization is designated by the Board, the Treasurer shall . . .”
Then discussion was held regarding the items listed under the Treasurer section (a – l) and reducing these to the minimum as it sounds more like a job description.
Potentially keeping (a), (c), and (l). But other suggestions are encouraged.
(9)Proposed change to Section 7. Resignation and Termination –
The first paragraph would be impacted by the decision made in Section 2 regarding Board structure.
The second paragraph was discussed in terms of unexcused vs. excused absences. Should there be a limit on excused absences? Is it practical to be on the Board if you miss every meeting, even if excused?
Is three unexcused the right number when there are at minimum 12 meetings a month?
The third paragraph would be impacted by the decision made in Section 2 regarding Board structure.
(10)Proposed change to Section 9. Non-liability of Directors –
Add the word “employee.” It would read:
“Neither the directors, nor the organizations with which they are affiliated, or the employee(s) of the Corporation, shall be personally liable for the debts, liabilities, or other obligations of the Corporation.”
(11)Proposed change to Section 10. Indemnification by Corporation of Directors and Officers –
Add the word “employee(s)” to the Section title and description below. It would read:
“Section 10. Indemnification by Corporation of Directors, Officers, and Employee(s)
The directors, officers, and employee(s) of the Corporation shall be indemnified by the Corporation to the fullest extent permissible under the laws of this state.”
(12)Proposed change to Section 12. Parliamentary Procedure –
Discussion was had about changing this section to clearly state that Roberts Rules of Order will be used when the Corporation is voting on items but not the rest of the time. The reason behind this is that in general, the board meetings, committee meetings, and business meeting do not follow the Rules of Order anyways.
Article V Committees
(1)Proposed change to Section 1. Executive Committee –
Depending on what is decided in regards to the role of the past president, the first paragraph would need to be changed to reflect that decision.
(2)Proposed change to Section 4. HMIS/Point in Time Committee –
Change the first sentence by adding the word “a” and removing “the one.” It would read:
“The HMIS/Point in Time Committee shall be a standing committee of the Corporation.”
Article VI Meetings
(1)Proposed change to Section 1. Regular Meetings –
Based on the decision made Article 4, section 12 regarding parliamentary procedure – the first paragraph would need to change to reflect that decision.
(2)Proposed change to Section 1. Regular Meetings –
Add language that allows for meetings through technology, similar to what is stated in paragraph one: “other conference method.” It would read:
“Regular meetings of the membership shall be held quarterly in locations determined by the Board of Directors, including but not limited to electronic meetings.”
(3)Proposed change to Section 1. Regular Meetings –
There was discussion had in terms of allowing the membership to vote by email. Does it need to specifically allow for that in the bylaws?
(4)Proposed change to Section 1. Regular Meetings –
There was discussion about allowing the Board of Directors to vote by email. Does it need to specifically allow for that in the bylaws?
An example of language would include a section titled “Action By The Board of Directors”
“Any action required or permitted to be taken by the board of directors at a meeting may be taken without a meeting if consent in writing, setting forth the action so taken, shall be agreed by the consensus of a quorum. For purposes of this section an e-mail transmission from an e-mail address on record constitutes a valid writing. The intent of this provision is to allow the board of directors to use email to approve actions, as long as a quorum of board members gives consent.”
Article VIICorporate Records, Reports
(1)Proposed change to add “and” and remove the comma in the title of article so it reads:
“Article VII Corporate Records and Reports”
Article VIII IRC 501(c)(3) Tax Exemption ProvisionsNo proposed changes
Article IX Amendment of BylawsNo proposed changes
Article X Miscellaneous
(1)Proposed change to add a section 3 for a nondiscrimination policy. It would read:
Section 3. Nondiscrimination policy
The Corporation will not tolerate discrimination or harassment by or toward officers, directors, members, employees, and persons served by this Corporation (including by not limited to the selection of officers, directors, members, and/or employees) with respect to sex, race, religion, color, creed, disability, sexual orientation, gender identity or expression, national origin, ancestry, age, marital status, pregnancy, political affiliation, veterans status, or any other prohibited basis defined by federal or state law.
Article XI Construction and TermsNo proposed changes
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