The name of the corporation is The Community Health Task Force, Inc. D/B/A The Panhandle Health Alliance.
Section 1. Mission
The Community Health Task Force, Inc. D/B/A The Panhandle Health Alliance, to be known as the “PHA,” is organized for the purpose of conducting comprehensive evaluations and interpretations of the entire health status of the citizens of the Panhandle of North Florida area to develop intervention and educational strategies to promote a healthier community. The Panhandle of North Florida includes the following counties: Bay, Calhoun, Franklin, Gulf, Holmes, Jackson, Liberty, and Washington.
Section 2. Specific Purpose
The specific objectives and purpose of this organization shall be:
2.a. To provide a forum whereby its members may join for planning, sharing resources, and implementing strategies that address specific health care needs of the community.
2.b. To periodically conduct a Community Health Assessment (CHA) to determine the immediate and long-term health needs of the community.
2.c. To develop and implement a Community Health Improvement Plan (CHIP) to address health need priorities determined by the Community Health Assessment.
2.d. To collaborate with local health care providers and governmental entities to provide education and statistical data to keep them informed of the current health status of the community.
2.e. To assist individuals in making healthy lifestyle choices through coordinating provider partnerships, promoting education opportunities, and developing wellness programs that enhance and support a healthier community.
Membership is free and open to any/all individuals, organizations, and businesses who share the same mission of improving the health and health care of all Panhandle of North Florida citizens.
All requests for membership shall be reviewed and approved upon a majority vote of the Board of Directors.
Each member, whether individual, organizational, or business, shall have only one vote in association elections and business-related matters.
Any member may resign by submitting a written resignation with the secretary. A member may also have their membership terminated, with due cause, by a majority vote of the membership.
Section 1. Regular Meetings
Regular meetings of the members shall be held monthly, at a time and place (both physically and virtually) designated by the Board of Directors.
Note: Regular meetings are open for members and non-members to attend.
Section 2. Annual Meetings
An annual meeting of the members shall take place in the month of September with the specific date, time, and location to be designated by the Board of Directors.
At the annual meeting, the members shall elect directors and officers, receive reports on the activities of the organization, and determine the direction of the organization for the coming year.
Section 3. Special Meetings
Special meetings may be called by the Board Chairperson, or a simple majority of the Board of Directors. A petition signed by a minimum five percent (5%) of voting members may also call a special meeting.
Section 4 Notice of Meetings
Printed notice of each meeting shall be given to each voting member, by e-mail, no less than two weeks prior to the meeting.
Section 5. Quorum
A quorum for a meeting of the members shall consist of at least two-thirds (2/3) of the active membership.
Section 6. Voting
All issues to be voted on shall be decided by a simple majority of those present at the meeting in which the vote takes place.
Section 1. Eligibility
Must be an active member in good standing for at least one year.
Section 1. General Powers
The affairs of the Corporation shall be managed by its Board of Directors. The Board of Directors shall have control of, and be responsible for, the management of the affairs and property of the Corporation.
Section 2. Number, Tenure, Requirements, and Qualifications
The number of Directors shall be fixed from time-to-time by the Directors but shall consist of no less than five (5) nor more than eighteen (18) including the following officers: the Chairperson, the Vice-Chairperson, the Secretary, and the Treasurer.
To be considered for Board membership, any member who meets the criteria in Article V. Section 1., must complete an application and submit to the Board of Directors for processing and consideration.
The members of the Board of Directors shall, upon election, immediately enter upon the performance of their duties and shall continue in office until their successors shall be duly elected and qualified. All members of the Board of Directors must be approved by a majority vote of the members present and voting. No vote on new members of the Board of Directors shall be held unless a quorum of two-thirds (2/3) of the Board of Directors is present physically or virtually.
No two members of the Board of Directors related by blood or marriage/domestic partnership within the second degree of consanguinity or affinity may serve on the Board of Directors at the same time.
Each member of the Board of Directors shall hold office for up to a two-year term as submitted by the nominations committee.
Each member of the Board of Directors must not be absent from more than one (1) monthly meeting per quarter.
Section 3. Regular and Annual Meetings
An annual meeting of the Board of Directors shall be held at a time and day in the month of September of each calendar year and at a location designated by the Board of Directors. The Board of Directors may provide by resolution the time and place, for the holding of regular meetings of the Board.
Notice of these meetings shall be sent to all members of the Board of Directors no less than ten (10) days, prior to the meeting date.
Section 4. Special Meetings
Special meetings of the Board of Directors may be called by or at the request of the Chairperson or any two members of the Board of Directors. The person, or persons, authorized to call special meetings of the Board of Directors may fix any location, as the place for holding any special meetings of the Board called by them.
Section 5. Notice
Notice of any special meeting of the Board of Directors shall be given at least two (2) days in advance of the meeting by telephone, facsimile, or electronic methods, or by written notice. 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. Neither the business to be transacted at, nor the purpose of, any regular meeting of the Board of Directors need be specified in the notice or waiver of notice of such meeting, unless specifically required by law or by these by-laws.
Section 6. Quorum
The presence, in person or virtually of a majority of current members of the Board of Directors shall be necessary at any meeting to constitute a quorum to transact business, but a lesser number shall have power to adjourn to a specified later date without notice. The act of a majority of the members of the Board of Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors, unless the act of a greater number is required by law or by these by-laws.
Section 7. Forfeiture
Any member of the Board of Directors who fails to fulfill any of his or her requirements shall automatically forfeit his or her seat on the Board. The Secretary shall notify the Director in writing that his or her seat has been declared vacant, and the Board of Directors may forthwith immediately proceed to fill the vacancy.
Members of the Board of Directors who are removed for failure to meet any or all the requirements of Section 2 of this Article are not entitled to vote at the annual meeting and are not entitled to the procedure outlined in Section 13 of this Article in these by-laws.
Section 8. Vacancies
Whenever any vacancy occurs in the Board of Directors it shall be filled without undue delay by a majority vote of the remaining members of the Board of Directors at a regular meeting.
Vacancies may be created and filled according to specific methods approved by the Board of Directors.
Section 9. Compensation
Members of the Board of Directors shall not receive any compensation for their services as Directors.
Section 10. Informal Action by Directors
Any action required by law to be taken at a meeting of the Directors, or any action which may be taken at a meeting of Directors, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall be signed by two-thirds (2/3) of all the Directors following notice of the intended action to all members of the Board of Directors.
Section 11. Confidentiality
Directors shall not discuss or disclose information about the Corporation or its activities to any person or entity unless such information is already a matter of public knowledge, such person or entity has a need to know, or the disclosure of such information is in furtherance of the Corporations’ purposes or can reasonably be expected to benefit the Corporation.
Directors shall use discretion and good business judgment in discussing the affairs of the Corporation.
Section 12. Parliamentary Procedure
Any question concerning parliamentary procedure at meetings shall be determined by the Chairperson by reference to Robert’s Rules of Order.
Section 13. Removal
Any member of the Board of Directors may be removed with or without cause, at any time, by vote of three-quarters (3/4) of the members of the Board of Directors if in their judgment the best interest of the Corporation would be served thereby.
Each member of the Board of Directors must receive written notice of the proposed removal at least ten (10) days in advance of the proposed action. An officer who has been removed as a member of the Board of Directors shall automatically be removed from office.
Members of the Board of Directors who are removed for failure to meet the minimum requirements in Section 2 of this Article in these by-laws automatically forfeit their positions on the Board pursuant to Section 7 of this Article and are not entitled to the removal procedure outlined in Section 13 of this Article.
Section 14. Liability
Any/all liability of the Directors is limited to actions performed on behalf of the corporation and specifically excludes any negligence or other actions that take place outside the scope of their duties as a director of this corporation.
The corporation shall purchase an adequate General Liability insurance policy to protect the financial interest of the corporation.
The Board of Directors will receive nominations and make the selection for a minimum of one at-large director from each of the North Florida Panhandle counties listed in Article II, Section 1.
The Board of Directors will receive nominations and make the selection for a minimum of one at-large director from each of the following North Florida Panhandle community sectors: Group 1: Law Enforcement, Emergency Response, Military, Government, media, and concerned citizens; Group 2: Dental Society, Medical Society, Public Health, Hospital and Medical Facilities, Mental Health, and other health organizations; Group 3: Business, Educational Institute, Civic Groups, Associations, and Faith-Based Organizations.
At-Large Directors will serve on a voluntary basis only. The term shall be for two (2) years and may succeed themselves in office. They will be subject to the same Articles of the By-Laws that apply any/all other Directors.
The officers of this Board shall be the Chairperson, Vice-Chairperson, Secretary, and Treasurer. All officers must have the status of active members of the Board.
Section 1. Chairperson
The Chairperson shall preside at all meetings of the membership. The Chairperson shall have the following duties:
a. They shall preside at all meetings of the Board.
b. They shall have general superintendence and direction of all other officers of this
corporation and see that their duties are properly performed.
c. They shall submit a report of the operations of the program for the fiscal year to the members at their annual meetings, and from time to time, shall report to the Board all matters that may affect this program.
d. They shall be Ex-officio member of all standing committees and shall have the power and duties usually vested in the office of the Chairperson.
Section 2. Vice-Chairperson
The Vice-Chairperson shall be vested with all the powers and shall perform all the duties of the Chairperson during the absence of the latter. The Vice-Chairpersons duties are:
a. They shall have the duty of chairing their perspective committee and such other duties as may, from time to time, be determined by the Board.
Section 3. Secretary
The Secretary shall attend all meetings of the Board, and all meetings of members, and will act as a clerk thereof. The Secretary’s duties shall consist of:
a. They shall record all votes and minutes of all proceedings in a book to be kept for that purpose.
b. They in concert with the Chairperson shall make the arrangements for all meetings of the Board, including the annual meeting of the organization.
b. They shall send notices of all meetings to the members of the Board and shall make reservations for the meetings.
c. They shall perform all official correspondence from the Board as may be prescribed by the Board or the Chairperson.
Section 4. Treasurer
The Treasurer’s duties shall be:
a. They shall submit for the Finance Committee approval of all expenditures of funds raised by the Board.
b. They shall present a complete and accurate report of the finances raised by this Board and at each meeting of the members, or at any other time upon request to the Board.
c. They shall have the right of inspection of the funds including budgets and subsequent audit reports.
d. It shall be the duty of the Treasurer to assist in direct audits of the funds of the program according to funding source guidelines and generally accepted accounting principles.
e. They shall perform such other duties as may be prescribed by the Board or the Chairperson under whose supervision They shall be.
Section 5. Election of Officers
The Nominating Committee shall submit at the meeting prior to the annual meeting the names of those persons for the respective offices of the Board. Nominations shall also be received from the floor after the report of the Nominating Committee. The election shall be held at the annual meeting of the Board. Those officers elected shall serve a term of two (2) years, commencing at the next meeting following the annual meeting.
Officers of the Board of Directors shall be eligible to succeed themselves in their respective offices for one (1) term only.
Section 6. Removal of Officer
The Board, with the concurrence of 3/4 of the members voting at the meeting, may remove any officer of the Board of Directors and elect a successor for the unexpired term. No officer of the Board of Directors shall be expelled without an opportunity to be heard and notice of such motion of expulsion shall be given to the member in writing twenty (20) days prior to the meeting at which motion shall be presented, setting forth the reasons of the Board for such expulsion.
Section 7. Vacancies
The Nominating Committee shall also be responsible for nominating persons to fill vacancies which occur between annual meetings, including those of officers. Nominations shall be sent in writing to members of the Board at least two (2) weeks prior to the next meeting at which the election will be held. The persons so elected shall hold membership or office for the unexpired term in respect of which such vacancy occurred.
The Board will establish Standing Committees needed for the operational purposes of the corporation such as Finance, Nominating, Public Relations, and Strategic Planning. The board chair appoints all committee chairs. Members wishing to serve on a committee shall submit their name, along with the name of the committee they wish to serve, to the Board of Directors for review and approval.
Section 1. Finance Committee
This committee consist of the Treasurer, a Board member chosen by the Board Chairperson to serve as Committee Chair, and two (2) at-large members. This committee will prepare an annual budget (calendar year: January – December) to be approved by the Board and presented at the annual meeting. This committee shall report on status of corporation funds and funding opportunities on a regular basis as deemed appropriate by the Board.
Section 2. Nominating Committee
This committee consist of three (3) at-large members to be selected by a majority vote of the Board. This committee will receive and make recommendations for qualified candidates to serve on committees of the corporation.
3. Public-Relations Committee
This committee will be chaired by a Board member to be appointed by the Board Chairperson and consist of two (2) other at-large members to be voted on by the membership.
This committee will be responsible for the following:
4.Strategic Planning Committee
This committee will be chaired by a Board member to be appointed by the Board Chairperson and consist of no more than five (5) at-large members to be voted on by the membership.
This committee will be responsible for the following:
The Board may establish Special Committees at any time based upon the need to meet specific objectives of the corporation and/or community needs. The Board Chairperson shall appoint all committee chairs to be voted on by the membership.
All Board of Director members must divulge any/all conflicts of interest and abstain from any vote that would have the appearance of having a conflict of interest.
The purpose of the conflict-of-interest policy is to protect this tax-exempt organization’s interest when it is contemplating entering a transaction or arrangement that might benefit the private interest of an officer or director of the Organization or might result in a possible excess benefit transaction. This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to nonprofit and charitable organizations.
The corporation shall keep complete books and records of account and minutes of the proceedings of the Board of Directors.
Section 1. Articles of Incorporation
The Articles may be amended in any manner at any regular, or special, meeting of the Board of Directors, provided that specific written notice of the proposed amendment of the Articles setting forth the proposed amendment or a summary of the changes to be effected thereby shall be given to each director at least three days in advance of such a meeting if delivered personally, by facsimile, or by e-mail or at least five days if delivered by mail. As required by the Articles, any amendment to Article III or Article VI of the Articles shall require the affirmative vote of all directors then in office. All other amendments of the Articles shall require the affirmative vote of an absolute majority of directors then in office.
Section 2. By-Laws
The Board of Directors may amend these By-Laws by majority vote at any regular or special
meeting. Written notice setting forth the proposed amendment or summary of the changes to be affected thereby shall be given to each director within the time and the manner provided for the giving of notice of meetings of directors.
We, the undersigned, are all the initial directors or incorporators of this corporation, and we consent to, and hereby do, adopt the foregoing By-laws, consisting of nine (9) pages, as the By-Laws of this corporation.
ADOPTED AND APPROVED by the Board of Directors on this 11th day of April, 2023.
Copyright 2023 . All Right Reserved
Design & Developed by 360 Digital Bay
