Article I - Name:

The name of this organization shall be the Fayette County Human Service Council, Inc.  

The administrative office location of the Fayette County Human Service Council shall be 137 North Beeson Avenue, Uniontown, Pennsylvania 15401 and the mailing address shall be P.O.  Box 1112, Uniontown, Pennsylvania 15401.

Article II - Purpose:

The Fayette County Human Service Council, Inc. is organized for the primary purpose of encouraging collaboration among health, human service, public, private and educational entities serving Fayette County residents.  

Section A:  This corporation is organized exclusively for charitable, religious, educational and scientific purposes, including, for such purposes, the making of distributions to organizations under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future Federal tax code).  

Section B:  No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, directors, officers or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of Section 501(c)(3) purposes.  No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of, or in opposition to, any candidate for public office.  

Section C:  Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from Federal income tax under Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any future Federal tax code) or (b) by corporation, contributions to which are deductible under Section 170(c)(2) of the Internal Revenue Code (or corresponding section of any future Federal tax code).  

Section D:  Upon the dissolution of this corporation assets shall be distributed for one or more exempt purposes within the meaning of Section 501(c)(3) of the Internal Revenue Code, or corresponding section of any future Federal tax code, or shall be distributed to the Federal government, or to a state or local government, for a public purpose.  

Section E:  However, if the named recipient is not then in existence or no longer a qualified distributee, or unwilling or unable to accept the distribution, then the assets of this corporation shall be distributed to a fund, foundation or corporation organized and operated exclusively for the purposes specified in Section 501(c)(3) of the Internal Revenue Code (or corresponding section of any further Federal tax code).  

Article III - Mission

The mission of the Fayette County Human Service Council, Inc. is to improve the quality and delivery of health, human and education service.  Mobilizing community resources through partnerships, with business, government, religious and community organizations, the Council plans, researches, analyzes, educates and advocates.  

Article IV - Membership:

Section A:  All interested persons are eligible for membership.  The council is composed of

individuals concerned with health, human and educational services in Fayette County.  Council membership should include administrators, staff, Board members and consumers.  The voting membership shall consist of those individuals who have paid their annual dues.  

Section B:  Membership categories shall be:  

1. Individual – At the Board established rate the individual shall be entitled to full membership which will include voting privileges, service on committees and/or service on the Board of Directors.  
2. Organization and Business – At the Board established rate an organization/business shall be entitled to designate five voting members who will have all privileges as stated above.  

Article V - Dues:

Article VI - Meetings:

Section A:  Council meetings are scheduled bi-monthly at least six times per year.  Cancellation and/or addition of meetings shall be at the discretion of the Board of Directors, and will be announced to the membership as expeditiously as possible.  

Section B:  The Board of Directors shall meet a minimum of six times per year.  

Section C:  Committees will meet as agreed upon by their chairperson and membership.  

Article VII - Rules of Order

Section A:  All meetings of the Council and its Board of Directors will be conducted according to Roberts Rules of Order with these by-laws overruling.  

Article VIII - Board of Directors:

Section A:  The Board of Directors of the Council shall be composed of eleven (11) members with a diversity of interests.  

Section B:  The Board of Directors will be elected from a ballot proposed by the Council's Nominating Committee.  

1. The Nominating Committee will be comprised of 5 voting members who are elected to the committee by the general membership at the Council's meeting previous to the last annual meeting.  The Nominating Committee will be charged with the responsibility of selecting nominees from the Council’s voting members.
   
2. Nominations will also be accepted from the floor.  Election shall be by ballot.  Terms will be three years.
   
3. Board members are limited to two consecutive three year terms.  Upon completion of two consecutive three year terms, the members may not serve on the Board again for at least one calendar year.
   
4. Vacancies in the Board of directors caused by any reason, including death, resignation, removal, disqualification or otherwise shall be filled for the unexpired portion of the term by the Board of Directors.  A member appointed to the Board of directors shall not have the partial term counted toward the term limit.  

Section C:  Duties of the Board of Directors:  

1. The Board of Directors will work to ensure that the Council Committee activities are coordinated and are consistent with the purpose and mission of the Council as described in Articles II and III.
2. The Board of Directors shall elect their officers and re-establish the standing committees at the first meeting of the year.  

Section D:  The Board of Directors is empowered to make decisions on behalf of the total membership of the Council between membership meetings.  

Section E:  A quorum, consisting of a simple majority of the voting membership of the Board, including one (1) officer, shall be required for conducting business by the Board.  A majority of members present are required for adoption of proposals before the Board.  

Section F:  The seats of Board Members who have more than three unexcused absences in the course of the year shall be subject to removal by the Board of Directors.  

Section G:  One non-voting Board member will represent the Fayette County Office of Human and Community Services.  

Section H:  One or more directors may participate in a meeting of the Board by means of a conference telephone call.  Additionally, in the event an emergency vote on a particular issue is deemed necessary by the Board and the Board cannot meet in person, such vote may be held via teleconference or electronic mail.  

Article IX - Officers:

Section A:  The officers of the Board of Directors shall serve as the officers of the Council at large and shall consist of a Chairperson, Vice-Chairperson, Secretary, and Treasurer.  These officers shall constitute the executive committee.  

Section B:  The officers shall be elected by the Board of Directors at their first meeting of the year.  Officers shall be elected to a two year term and will be limited to two consecutive terms in the same office.  

Section C:  Duties of Officers:  

1. The Chairperson shall preside at the meetings of the Council, Board and its Executive Committee.  S/he shall appoint such Board committees as necessary.  S/he shall serve as the Council's representative to the community, conferences and conventions, or shall appoint suitable Council representation.  S/he shall call special meetings of the Council or Board as needed.  
2. The Vice-Chairperson shall perform the duties of the Chairperson in his or her absence, or upon request.  S/he shall be responsible for securing programs for meetings, in conjunction with the Executive Committee.  
3. The Secretary shall make or arrange to make a record of the proceedings of all Council and Executive Committee meetings.  S/he shall be responsible for all Council correspondence, including meeting notifications.  S/he shall maintain and preserve duplicate copies of minutes and financial records.  
4. The Treasurer shall keep an accurate account of receipts and expenditures of all monies, reporting to the Board of Directors and council at each of their respective meetings.  The treasurer is an ex-officio member of the Executive Task/Finance committee.  

Article X - Committees:

Section A:  Standing Committees shall be Membership, Professional Development, Research and Development, and Special Activities.

Section B:  Ad hoc committees will be formed at the discretion of the Board of Directors.  

Section C:  The Council/Board Chairperson shall chair the Executive Committee which assists in the preparation of the meeting agenda.  

• Executive Task Committee/Finance -- This committee handles financial matters such as budgets, audits, grant resources, investing, etc.  Its specific task, completion date, members (which can include Board-council-outside consultants with the treasurer) and chair are defined by the Board.  
• Executive Task Committee/Select -- This committee handles non-financial matters such as marketing, legal questions, website, constitution/by-laws, etc.  Its specific task, completion date, members (which can include Board-council-outside consultants with at least one (1) officer) and chair are defined by the Board.  

Section D:  Standing committee chairpersons shall be recommended internally by the committee subject to approval by the Board of Directors.  The mission of each standing committee is defined by the Board and posted on the website.  

Section E:  The Chairperson is ex-officio member of all committees.  

Article XI - Amendments and Changes:

Section A:  This constitution and by-laws may be amended or changed by two-thirds vote of the membership attending the scheduled council meeting.  

Section B:  All proposed amendments or changes must be presented in writing to the Board of Directors, at least one (1) month prior to the membership meeting. The Board in turn, shall present the amendments in writing (e-mail/website) to the membership at least one (1) week preceding the membership vote.  

Section C:  Any voting member wishing to vote on a proposed amendment or change and who is unable to attend the scheduled meeting may submit a signed and dated proxy vote to the Council's Chairperson prior to the date of the scheduled vote.  

This constitution and by-laws shall take effect

Amended:  April 18, 2007