ARTICLE I: NAME AND MAILING ADDRESS OF ORGANIZATION

No current physical address.

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ARTICLE II: MISSION OF BCHW

The mission of Black Community Health & Wellness Association is to primarily empower black and minority communities through education, advocacy, partnerships, and support to improve the quality of their health outcomes.

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ARTICLE III: PURPOSE

To equip the Silver State community with knowledge, support, and resources needed to further improve community health outcomes at large among black and minority communities.

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ARTICLE IV: ORGANIZATIONAL STRUCTURE AND COMPOSITION

The Black Community Health & Wellness Association shall be made up of board members and executive members. Between quarterly meetings, the objectives of BCHWA shall be accomplished through its executives, governing boards, and standing committees.

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ARTICLE V: ORGANIZATION/ INDIVIDUAL MEMBERSHIP, CHAPTERS, AFFILIATES, AND INSTITUTIONAL MEMBERSHIP

Currently, non-applicable.

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ARTICLE VI: COMPOSITION, POWERS AND DUTIES OF GOVERNING BOARD

The Composition of BCHWA's governing board shall consist of the executive committee and board members.

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ARTICLE VII: COMPOSITION, POWERS ND DUTIES OF EXECUTIVE COMMITTEE

 

Section I: Composition

The duties of the Finance Committee shall be to provide
assistance and guidance that will enable the Treasurer to
effectively carry out their duties and responsibilities
Section II: Powers and Duties of Standing
Committees

 

a) The duties of the Social Committee shall be to provide
assistance and guidance that will enable the soical committee
Chair to effectively carry out their duties and responsibilities.

 

b)The duties of the Awards Committee Soliciting nominations
for each of the awards arranging suitable
expressions of recognition and appreciation, and making
the final presentation of these awards.

 

ARTICLE IX: COMPOSITION, POWERS AND DUTIES OF STANDING - COMMITTEES

 

Section I:Composition of Executive Committee
Executive committee shall encompass the following elected officer 5 positions:  President, Vice President/President-Elect, Treasurer, Secretary, Immediate Past President. Except for the Immediate Past President who shall serve on the executive committee for only 12 months after service as President. The President, the Vice President/President-Elect, and the Immediate Past President shall be ex-officio members of the executive committee without vote.

 

Section II: Powers and duties of Executive Committee

 

(b) The executive committee shall meet in person, by telephone conference call or virtual conference call at least once in a quarter during a calendar year, under the direction of the president as a lead. A minimum of four members of the Executive Committee shall constitute a quorum for the purposes of conducting business.
Section II: Powers and duties of Executive Committee

 

(c) If a special meeting shall be called then a petition shall be executed by a member of the executive committe with quorum. Special meetings shall include the following requirements: a) need for urgency, held before the next board meeting, b) held with interest of a specific topic. Upon approval, the President shall then proceed through the BCHWA secretary to notify other executive committee members purpose of the required meeting. 

 

ARTICLE VIII: ELECTED OFFICERS

 

Office of the President:
The president shall be the organization's top executive officer and subject to board approval, shall supervise and control all the organization's assets, business, and affairs. The president shall preside over all board meetings absent the presence of chair(s) of committees, if any. The president may sign deeds, mortgages, bonds, contracts, as well as other instruments, unless the signing and execution thereof have been expressly delegated by the board or by these bylaws to another officer or agent of the organization or are required by law to be approved or executed by another officer or agent in a different manner. The president has the authority to appoint or dismiss any affiliate, employee or consultant from the BCHWA, as well as determine their salary with advice from the board. In general, he/she shall carry out all responsibilities associated with the Office of the President, as well as any further responsibilities specified by the board as needed.

 

Office of the Vice President/President Elect:

Fulfill the roles and responsibilities in absence of the president, including leading regularly scheduled conference calls and attention to time sensitive materials, as well as setting board meeting agendas. Lead the board by modeling exemplary behavior and guiding others to follow. Acts as a brand ambassador, shows a commitment to the goals and strategies of the BCHWA, and demonstrates collaboration in all aspects of work related to achieving the goals of the organization. Works collegially with other officers, board members, committee chairs, affiliates, and community partners to maximize the diversity of views, resulting in smoother more effective decision-making process. Demonstrates the ability to provide access to people, information, and resources to solve an organization’s problems and to create opportunities. In the event that the president can no longer carryout assigned duties and/or tasks, or resigns, the vice president/president elect shall resume the Office of the President within fourteen (14) days of notification.

 

Office of the Secretary:

Shall act under the direction of the President. Unless a designation to the contrary is made at a meeting, the secretary shall attend all meetings of the executive committee and board members, and all meetings of the community partners and record all of the proceedings of such meetings to be kept for that purpose, and shall perform like duties for the standing committees when required. The secretary shall give, or cause to be given, notice of all meetings of the shareholders and special meetings of the board members, and shall perform such other duties as may be prescribed by the president and board members. The secretary shall keep in safe custody the seal/logo of the BCHWA, and, when authorized by the president or the board members, cause it to be affixed to any instruments or documents.

 

Office of the Treasurer:

 

Section I: Chief Financial Officers
The vice predsident and treasurer shall be the chief financial officer of the BCHWA and the officer responsible for stewardship of the BCHWA’s financial resources. The vice president and the treasurer shall report on the financial condition of the BCHWA to the board members and members of the public (per request) at each quarterly, emergency, and standing meeting of the BCHWA, or more often if determined to be necessary by the vice president and treasurer or requested by the Executive Committee. The vice president and treasurer shall have such other powers and duties as the executive committee may determine or as these bylaws or law may require.

 

Section II: Extended Duties of the Chief Financial Officiers
The executive committee may appoint one or more officers to assist the vice President and treasurer, each of whom shall have such title and perform such duties, including any duties of the vice president and treasurer, as the executive committee may designate.

 

Section III: Signed Documents
All checks and proxies shall be signed by the vice president and treasurer or such other officer or officers as the executive committee may authorize. All other documents may be signed, sealed, acknowledged, and delivered by the vice president and treasurer or such other officer or officers as the executive committee may authorize, with such approval as may be required by these bylaws.

 

Section IV: Action Beyond the Scope of Financial Acts
When the vice president and treausurer takes action beyond the scope of the financial acts as to which the vice president and treasurer reports to the executive committee (as provided in section I or any other section of these bylaws), the vice president and treasurer shall discharge such duties under the administration and superintendence of the president and the executive committee, and shall report to the president.

 

Section V: Ex-Officio Members
The vice president and treasurer shall serve as an ex officio member of the executive committee, as an ex officio member of the BCHWA established under these bylaws, and as an ex officio member of the BCHWA.

 

ARTICLE IV: PARLIAMENTARY

The business of BCHWA shall be conducted according to the principles laid down in Robert's Rules of Order. Note:Parlimentarian is an appointed position by the executive committee.

 

ARTICLE X: IDENMINIFATION OF OFFICERS, BOARD MEMBERS/BOARD OF DIRECTORS, EMPLOYEES, AGENTS

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The BCHWA officers and directors shall be indemnified to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the board to have been taken in bad faith. The board has the authority to indemnify any employees and agents of the organization to the fullest extent provided by law for actions taken in service to the organization, except for any action determined by the board of directors to have been taken in bad faith.

In any suit or legal action, the board shall have the authority to advance legal fees and other costs incurred by an indemnitee. If any such suit or action results in a determination of bad faith, indemnitee shall reimburse the BCHWA or any advanced fees and costs.

 

ARTICLE XI: CONFLICT OF INTEREST

All board members (that make-up the board of directors) are required to sign the BCHWA's Conflict of Interest disclosure form annually. Failure of new or current board members to sign this form within thirty (30) days of receipt will result in automatic dismissal from the board.

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ARTICLE XII: REVISION OF BYLAWS

Revision or amendments to the bylaws may be proposed by any board member. Any such proposed revision or amendments shall be submitted in writing to the executive committee not less than ninety (90) days prior to the date of the next annual meeting. Each board member shall receive in writing all proposed revisions or amendments to the bylaws not less than thirty (30) days prior to the next annual meeting of the members. Proposed revisions or amendments shall be presented to the entire board. A two-thirds majority of the board members voting shall be required to revise or amend the bylaws, provided a quorum is present.

 

ARTICLE XIII: ANTI-DESCRIMINATION

The BCHWA shall not discriminate against any person or group of persons on the basis of race, ethnicity, culture, language, national origin, age, disability, gender, sexual orientation, gender expression, education, religion, faith, socio-economic status or lived experience.

 

ARTICLE XIV: INDEPENDENT ORGANIZATION

The BCHWA shall be independent of other agencies and advocacy groups not affiliated with the BCHWA, and shall not share bylaws, articles of incorporation, or boards of directors with such other groups.

 

ARTICLE XV: ROLE OF BOARD MEMBERS & COMMITTEES

(qualifications, term of office, nomination process, vacancies, removal, general powers,

standing committees, executive committee, and other)

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Qualifications:

Board Members shall be comprised of members in good standing of the BCHWA. The board members shall establish the policies and shall have the power of the organization between meetings of the organization's membership unless otherwise specified in the Articles of Organization, Articles of Incorporation or these Bylaws.

Term of Office:

The term of office of board members is two years (2) years. After this time, the board member can be asked to serve again or re-apply.

Vacancies:

Any avcancies that occur in the board shall be temporarily filled by an appointment of the executive committee. Board members serving in temporary appointments will be put to vote before the entire board within 90 days of initial appointment.

Removal of Board Members:

All board members must attend or call in for every board meeting or be excused. Any board member who shall have been absent from two (2) consecutive quarterly board meetings of the board members without just cause as determined by its executive committee shall automatically vacate the seat on the board and the vacancy shall be filled as provided by these bylaws; however, the executive board shall consider each absence of a board member as separate circumstance and may expressly waive such absence by a two-thirds (2/3) vote of the board members present at that meeting. Board members who are unwilling or unable to fulfill the duties required of them will be subject to dismissal by two-thirds (2/3) vote of the Board members present at a Board meeting.

General Powers

Subject to the provisions of the BCHWA State of Nevada Nonprofit Law and any limitations in the Articles of Incorporation and these bylaws relating to action required to be approved by the members, the business and affairs of the corporation shall be managed, and all corporate powers shall be exercised, by or under the direction of the board members.

The president shall appoint all standing committees with approval of the executive committee. The executive committe should recieve receipt and review of proposed amendments.

 

ARTICLE XVI: DISSOLUTION

In the event BCHWA should be dissolved, any assets remaining following the payment of debts and the satisfaction of liabilities shall be made to the Black Community Health & Wellness Asssociation, for tax exempt purposes in the furtherance of its education, research, and advocacy objectives.