Council Bylaws

ARTICLE I. Purposes of the Corporation.

ARTICLE II. Membership.

The corporation shall have a membership composed of providers of health care and other services to homeless people according to criteria established by the Board of Directors.
Section 1. Membership.
Any person and any organization providing health care and other services to homeless persons may become a member of this corporation upon application for membership and acceptance of such application as provided by the Board of Directors. The corporation may not refuse membership on the basis of race, religion, color, sex, national origin, creed, or sexual preference. Any organization or individual having membership in the National Council may be removed by a consensus of the Board of Directors whenever, in its judgment, the best interest of the National Council will be served thereby.
Section 2. Classes of Membership.
There shall be two classes of membership, the members of which have applied for and been accepted for membership and who have paid their dues and with governing rights as provided for by these by-laws: Organizational and Individual. Organizational members shall include organizations which provide health care and other services to persons who are homeless. Individual members shall include individuals who provide health care and other services to persons who are homeless; the Board shall establish a class of Individual Clinician Members, and may elect to establish such other classes of individual members as the Board sees fit. The Board may elect to provide for an Associate Membership class, the members of which have paid their dues but have no governing rights.
Section 3. Membership Dues
. Dues and membership criteria for members of the corporation shall be fixed by the Board for all membership classes. Annual dues shall be assessed each member of the corporation as provided for by the Board of Directors. The Board may permit the Clinicians’ Network Steering Committee to assess dues for Individual Clinician Members. Organizational members will be considered to be members in good standing if they have paid their dues within four months of being invoiced and have met all other eligibility criteria established by the Board of Directors.
Section 4. Powers of the Individual Membership.
The Individual Clinician Members shall annually elect the Clinicians’ Network Steering Committee. The Clinicians’ Network Steering Committee shall elect two (2) members to the Board of Directors and shall coordinate the affairs of the Clinicians’ Network.
Section 5. Powers of Organizational Members.
Each Organizational Member in good standing shall be a Governing Member of the Corporation and shall name an individual Representative to exercise the rights of the member in any Governing Membership meeting. Section 6. Governing Membership.
Section 6. Governing Membership.
The Governing Membership of the Corporation shall consist of the Organizational Members, each member of the Board of Directors, two (2) additional representatives of the Clinicians’ Network appointed by the Clinicians’ Network and up to two (2) additional representatives appointed by each Individual Membership group established by the Board.
Section 8. Powers of the Governing Membership.
The Governing Membership shall determine long-term organizational goals and objectives, nominate and elect the Board of Directors and officers of the corporation, approve amendments to the by-laws and charter of the corporation, and establish membership standards and criteria.
Section 8. Annual Meeting.
There shall be an annual meeting of the Governing Membership as provided in Article VI, Section 3.

ARTICLE III. Board of Directors.

Section 1. General Powers.
The Board of Directors shall constitute the legally responsible governing body of this corporation. It shall manage, control and direct the affairs and property of the corporation, and it shall have all powers necessary to carry out the purposes of the corporation as set forth in Article I, subject to these by-laws. The Board may accept, on behalf of the corporation, any contribution, bequest or devise for the support of the corporation and it shall have the power to hire such salaried staff as it deems necessary.
Section 2. Composition of the Board of Directors.
(a) The Board of Directors shall be composed of no less than ten (10) and no more than thirty (30) members. No less than two (2) members of the Board shall be members of the Clinicians’ Network Steering Committee. Other members of the Board of Directors shall be Individual Members or representatives of Organizational Members of the corporation, elected to the Board by the Governing Membership. Chairs of Committees appointed by the President shall serve as ex-officio members of the Board for the duration of their terms as Committee chairs, unless they are elected members of the Board.
(b) The terms of the Board of Directors shall be staggered. Of those members of the Board of Directors elected in March, 2000, each shall be elected to a one or two year term such that an equal number of terms shall expire every year. No Director may be elected or appointed for more than two (2) consecutive terms, except that an immediate past President who has served two terms may serve for an additional year if elected by the Governing Membership. The members of the Board of Directors selected by the Clinicians’ Network Steering Committee shall be elected for different initial terms.
(c) A vacancy on the Board due to death, resignation or any other reason, may be filled at any meeting of the Board upon nomination and a consensus of the members of the Board present at the meeting.
Section 3. Removal and Replacement.
A Director shall be automatically removed from membership on the Board when he or she submits his or her resignation. A Director may be subject to removal when he or she no longer meets the eligibility requirements as an Individual Member or as the representative of an Organizational Member. Any Director serving on the Board of Directors of the National Council may be removed by a consensus of the Board of Directors whenever, in its judgment, the best interest of the National Council will be served thereby.
Section 4. Reimbursement.
Provision may be made for reimbursement of expenses incurred by members for transportation or other costs necessary for the performance of official duties, if so provided by the Board.

ARTICLE IV. Officers and Their Duties.

Section 1. Officers.
The officers of this corporation shall be a President, Vice-President, Secretary, and Treasurer, all of whom shall be elected by the Governing Membership at its Annual Meeting from among the members of the Board. Except as otherwise provided by law or in these by-laws, the officers shall have all the authority of the Board in the management of the daily affairs of the corporation during such times as the Board is not in session.
Section 2. Duties of the Officers.
(a) The President shall be responsible for the general supervision of the affairs and business of the corporation subject to the control of the Board of Directors and in accordance with the purposes of the corporation. The President shall preside at all meetings of the Board and the Executive Committee. He or she shall appoint all committees and their leaders. Together with the Treasurer, he or she shall sign deeds, bond, mortgages, contracts and other instruments, and enter into agreements with the approval of the Board, which are necessary to carry out the purposes of the corporation, except where the Board or these by-laws require the signature of some other officer or agent of the corporation.
(b) The Vice-President shall act in the place of the President in his or her absence, or when required to do so by the President, and assist the President in the performance of his or her duties.
(c) The Secretary shall keep an accurate record of all meetings of the Board and the Executive Committee, shall see that all required notices are duly given, and shall adequately publicize every meeting of the Board.
(d) The Treasurer shall serve as Chair of the Finance Committee of the Board, shall be responsible that the books of the corporation are properly maintained and audited annually by a certified public accountant, and shall initiate or conduct any investigation into the income, expenditures, or bookkeeping practices of the corporation on his or her own initiative or at the request of the Board and shall report the results of the same to the Board. Together with the President, he or she shall sign deeds, bonds, mortgages, contracts or other instruments and enter into agreements with the approval of the Board, which are necessary to carry out the purposes of the corporation, except where the Board or these by-laws require the signature of some other officer or agent of the corporation.
Section 3. Method of Election.
A slate of officers shall be prepared by a Nominating Committee appointed by the President. A consensus of the Governing Membership shall be required for the election of any officer.
Section 4. Term of Office.
The Officers shall be elected at the annual meeting of the Governing Membership. All officers shall hold office for a term of one (1) year or until their successors are duly elected.
Section 5. Removal and Replacement.
(a) Any officer may be removed by the Board whenever, in its judgment, the best interests of the corporation will be served thereby. Removal shall be by a consensus of the Directors, but such consensus shall not effect the officer’s term as a director.
(b) A vacancy in any office due to death, resignation or any other reason must be filled by the Board at its next regular meeting. A person so elected shall serve the unexpired term of the person he or she replaces.

ARTICLE V. Committees of the Board.

Section 1. Committees.
The Board shall have the following standing committees: Executive Committee, Finance Committee, and Clinicians’ Network Steering Committee. Other committees may be established by the Board as it deems it appropriate. Committees shall be appointed by the President, unless otherwise provided herein. Committee members need not be members of the Board.
(a) The Executive Committee shall be composed of the officers of the corporation and such other members of the Board appointed by the President. The committee shall meet upon the call of the President for the purpose of performing such business as cannot wait for the next regular meeting of the Board or which cannot be handled by another committee of the Board. All action by the Executive Committee shall be presented to the Board at its next meeting for ratification.
(b) The Finance Committee shall be composed of the Treasurer of the corporation and no less than two (2) other Directors. The Finance Committee shall develop the annual budget for the corporation and recommend the same to the Board for its approval. The Finance Committee shall also be concerned with all matters that affect the financial condition of the corporation and may recommend such actions as it considers in that regard to the Board for its approval.
(c) The Clinicians’ Network Steering Committee shall be composed of Individual Clinician Members elected annually by the Individual Clinician Members. The size of the Committee shall be no less than 15 and no more than 21. The Clinicians’ Network Steering Committee shall be responsible for selecting its own leadership and for electing two Individual Clinician Members to the Board of Directors.

ARTICLE VI. Meetings.

Section 1. Regular Meetings of the Board.
The Board shall meet at such time and place as is determined by the Board. The Secretary shall give written notice of all regular meetings at least two (2) weeks in advance.
Section 2.Special Meetings of the Board.
A special meeting of the Board may be called by the President or upon receipt of a written request for a special meeting signed by three Directors and delivered to the President and the Secretary. The Secretary shall send notice of the meeting to the Board within five (5) days after receipt of such request. The notice shall include the place of the meeting. Notice shall be sent to all Directors at least five (5) days prior to the day of the meeting. No business other than that specified in the notice can be transacted at the meeting.
Section 3. Annual Meeting of the Membership.
The annual meeting of the Governing Membership shall be held at such time and place as designated by the Board. The officers, and any other persons as the President may direct, shall present reports on the programs, activities, financial condition and other pertinent matters of the corporation. Election of new Directors and officers shall be conducted at the annual meeting.
Section 4. Special Meetings of the Governing Membership.
Special meetings of the Governing Membership may be called by the President, upon written request for a special meeting sent to the President and Secretary signed by twenty-five (25%) percent of Directors then in office, or upon request for a special meeting sent to the President and Secretary signed by twenty-five (25%) percent of the Governing Membership. Any request for a special meeting of the Governing Membership must specify the reason for the special meeting. Upon receipt of a request for a special meeting of the Governing Membership, the Secretary shall send notice of the meeting to the Governing Membership within five (5) days after receipt of the notice. The notice shall include the place of the meeting. Notice shall be sent to all Governing Members at least ten (10) business days prior to the day of the meeting. No business other than that specified in the notice can be transacted at the meeting.
Section 5. Quorum.
A quorum shall consist of a majority of the membership of the Board at a meeting of the Board or a majority of the Governing Membership at a meeting of the Governing Membership.
Section 6. Action of the Board or the Governing Membership.
Approval by a consensus of those Directors or Governing Members present at a meeting at which a quorum is present shall constitute an action of the Board or the Governing Membership. The consensus decision-making process which will be employed in all decision-making of the corporation is described in the Appendix to these by-laws. The minutes of all meetings of the Board of Directors, the Governing Membership and other bodies of the corporation shall include complete lists of participants in those meetings and notations of which (if any) participants stood aside from consensus decisions reached.
Section 7. Conduct of Meetings.
All meetings of the Board or the Governing Membership shall be open to the public except when the Board by consensus exercises its right to declare an executive session for discussion of sensitive matters. Any meetings of the Board, the Governing Membership, the Clinicians’ Network Steering Committee or other committees of the organization may be conducted by telephone conference call, video conference, other electronic means, or in person.

ARTICLE VII. General Provisions.

Section 1. Fiscal Year.
The fiscal year of the corporation shall be from July 1 to June 30.
Section 2. Auditing the Books.
The Treasurer shall cause the accounts of the corporation to be audited annually and a full statement of the accounts of the corporation shall be submitted to the Governing Membership at its annual meeting.
Section 3. Books and Records.
The corporation shall keep correct and complete books and records of all meetings and proceedings of the Board and its committees and financial transactions and affairs of the corporation. Such books and records shall be kept at the principal office of the corporation which shall be designated by the Board. All books and records of the corporation shall be open to inspection by any Director or Governing Member of the corporation for any proper purpose. The financial affairs of the corporation shall be maintained so as to comply with any requirements of granting sources.

ARTICLE VIII. Indemnification.

(a) Any person made a party to any action, suit or proceeding, by reason of the fact that he, his testator or intestate representative is or was a director, officer or employee of the corporation, or of any corporation in which he served as such at the request of the corporation, shall be indemnified by the corporation against the reasonable expenses, including attorney’s fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceedings, or in connection with any appeal therein, except in relation to matters as to which it shall be adjudged in such action, suit or proceeding, or in connection with any appeal therein that such officer, director or employee is liable for negligence or misconduct in the performance of his duties.
(b) The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.
(c) The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors, except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the then existing rules of the American Arbitration Association.

ARTICLE IX. Amendments.

Any Governing Member or Member of the Board of the corporation may present an amendment to the Charter or by-laws to the Governing Membership for its consideration. Such proposed amendment shall be sent by fax, U.S. mail, or e-mail to all Governing Members no less than fifteen (15) days in advance of the meeting of the Governing Membership at which it is to be acted upon. Such amendment shall be adopted upon consensus of those present so long as there is a quorum.