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Good morning,
I am writing to those listed as the current
local coalition leads and/or co-leads. This email is to
provide information about the transition process and
implementation of the newly approved Restated Bylaws. There
are several new or re-defined terms that we will be using
moving forward. I have attached the Restated Bylaws and they
can also be found on the BOS website.
Corporation =
WI Balance of State CoC 501c3 non-profit
organization
Member =
Members of the Corporation shall consist of
local coalitions working to end homelessness.
Membership =
The assembly of delegates from each member of
the corporation.
Delegate =
The person selected by the
member to represent the member in accordance with its
governing documents to attend membership meetings and vote on
the member’s behalf.
Director =
The person elected to serve on the Board of
Directors.
Board of Directors =
The assembly of Directors responsible for managing the affairs
of the Corporation and advancing the mission of the
Corporation.
Chair
= Previously
referred to as President, the Chair of the Board presides over
meetings of the members and Board of Directors.
Vice Chair
= Previously referred to
as Vice President, the Vice Chair of the Board presides over
meetings of the members and Board of Directors in the Chair’s
absence.
President =
The CoC Director and
chief executive officer of the Corporation responsible for
carrying out the directions and policies of the Board or
otherwise delegated by the Board.
Following this week’s board of director
meeting, the following decisions were made. Here is a quick
“check list” of items that need to be done at each local
coalition.
(1) Accept nominations for Directors and
vote on a Director.
Deadline April 30th –
minutes to be submitted to
wiboscoc@gmail.com
(2) Draft, approve and submit governing
documents.
Deadline May 16th – documents to be submitted to
wiboscoc@gmail.com
(3) Following the process identified in the
governing documents, select a Delegate and notify Lisa Haen.
Deadline April 16th – name
of delegate to be submitted to
lhaen@khds.org
(4) Send out an email to your local
coalition to see if anyone is interested in joining the
Nominating Committee.
Deadline March 15th –
contact Kathleen at
kathleenfpoz@gmail.com
Below is a more detailed explanation.
Election Process – Local Coalition
Directors
As identified in the Restated Bylaws in
Article IV, each of the Corporation’s “members” (local
coalition) may nominate one Director, who, upon election by
the Membership, will serve on the Corporation’s Board of
Directors. Between today and April 30th, each local
coalition shall conduct an election process in which
nominations and a vote shall take place to select the Director
the local coalition wishes to nominate. The election by the
Membership of all 21 local coalition Directors will occur
during the Balance of State quarterly business meeting on
Friday, May 17th. A copy of the minutes
illustrating the process, the candidates, who was invited to
participate in voting, and the voting results must be
submitted to the
wiboscoc@gmail.com
no later than April 30th.
The duties and responsibilities of the
nominated Director can be found in the Restated Bylaws in
Article IV, Section 1. Directors are expected to attend board
meetings, be actively involved in the local coalition,
participate/chair committees, attend Balance of State
quarterly meetings, and advance the mission of the
Corporation. For more information, please contact the Board
Chair – Jeanette Petts. Directors also have fiduciary duties
not outlined in the Restated Bylaws but covered under Chapter
181 of Wisconsin Statutes.
There are two
key fiduciary duties of a director of a nonstock corporation
set forth in Chapter 181 of the Wisconsin Statutes: the duty
of loyalty and the duty of care.
·
Duty of Loyalty
- In basic terms, the duty of loyalty requires a director to
put the interests of the corporation above the interests of
the director personally or any third-party organization with
whom the director may be affiliated. It also prohibits the
director from making any decision or entering into any
transaction for which the director will personally profit. If
a director was appointed to the Board to represent a specific
interested party, that director nonetheless has a duty to act
in the best interests of the corporation as a whole, rather
than to advocate for that interested party.
·
Duty of Care -
The duty of care is typically described as a director’s duty
to act with good faith and with the care that an ordinarily
prudent person would exercise in a like position under similar
circumstances.
As identified in the Restated Bylaws in
Article IV, Section 2(f), the Board of Directors is
responsible for devising a method of dividing Directors into
three classes to create staggered terms. During the Balance of
State quarterly business meeting on Friday, May 17th,
each Delegate and/or Director will be called to draw out of a
container a number. That number will represent the length of
the Director’s term in office. There are 21 coalitions and
divided into three classes, that means there will be: 7
Directors serving a one year term (ending fall of 2020), 7
Directors serving a two year term (ending fall of 2021), and 7
Directors serving a three year term (ending fall of 2022).
Each local coalition’s nominated Director
must attend the Balance of State quarterly meeting. There will
be a Board meeting held after the Thursday portion of the
meeting.
Local Coalition Governing Documents
As identified in the Restated Bylaws in
Article II, each Member of the Corporation is a local
coalition working to end homelessness in the Corporation’s
geographic service area. In Section (d), the Restated Bylaws
state “in order to be eligible for Membership in the
Corporation after adoption of these Bylaws, a Local Coalition
must . . .” In Section (d)(3), the local coalition must adopt
a memorandum of understanding (MOU), corporate charter, or
other written document(s) acceptable to the Corporation. This
is referred to as the “Governance Documents” of the Member.
These documents must clearly outline the
following information:
(1) Define the geographic area the local
coalition includes
(2) Define what membership is and who it
includes. Be mindful of the list included in the Restated
Bylaws in Section 1(b) and (d)2.
(3) Identification of meetings, process for
holding meetings
(4) Explanation as to the specific
mechanism(s) whereby the local coalition will exercise the
local coalition’s rights and responsibilities as a Member of
the Corporation
(5) The process the local coalition will
follow to select and remove its Delegate for Membership
meetings
(6) The period of time its Delegate will
serve in that capacity
(7) The Delegate’s responsibilities to the
local coalition. This is where local level expectations can be
clarified, including the role of “local coalition lead” for
the purposes of CoC communication.
(8) How does voting occur within the local
coalition, who is included.
Recommended inclusion:
(1) How are dues paid or assessed
(2) Who takes minutes and how are they
disseminated
(3) How are Directors nominated
(4) How often will these documents be
reviewed and/or revised
Members (local coalitions) have the ability
to nominate a Director. To be a Member, the local coalition
must submit Governing Documents for review no later than
Thursday, May 16th to
wiboscoc@gmail.com.
Sample governing documents are attached.
These were previously sent out in early 2018. The documents
include: local coalition membership application, draft MOU,
and Coalition bylaws. Thank you Kate & Colleen from
Lakeshore CAP for sharing! NOTE: these samples were created
before the change in bylaws and requirements listed above. So
they will be great templates but will need to have additional
information added to be compliant.
Selection Process – Delegate
As identified in the Restated Bylaws in
Article II, Section 3, each member of the Corporation will be
represented by one Delegate selected by the member in
accordance with its governing documents. The Delegate attends
Membership meetings on behalf of the Member the Delegate
represents and votes on the Member’s behalf. The local
coalition may select its Delegate in whatever manner it deems
appropriate as reflected in and consistent with the Member’s
Governing Documents. Each Member shall notify the Secretary of
the Corporation (Lisa Haen) of the identity of the Delegate at
least 30 days prior to the meeting the Delage will first
attend as the Member’s Delegate.
This means that no later than April 16th,
each local coalition (member) must select a Delegate in a
process reflected in their Governing Documents (see section
above) and submit that person’s name to Lisa Haen at
lhaen@khds.org
for the May quarterly Balance of State meeting. Prior to the
August quarterly meeting, no action must be taken unless there
is to be a change in the Delegate. Any change to the Delegate
must be submitted to Lisa Haen at least 30 days prior to the
quarterly meeting. Note: no Delegate is permitted to
represent more than one Member.
Only the Delegate is authorized to vote
during a Membership meeting, if voting is to occur. At the May
quarterly meeting, voting will occur on the election of
Directors.
Note: For communication purposes, there
the Delegate will replace “Local Coalition lead” or “CoC
lead.”
Nominating Committee
As identified in the Restated Bylaws in
Article VI, Section 3, the Board of Directors shall appoint a
Nominating Committee consisting of at least one Director. The
Board appointed the committee and Kathleen Fisher has agreed
to chair this committee. The committee is responsible for
developing and conducting a process that will identify and
solicit qualified individuals to serve as Directors (except
Directors nominated by Local Coalitions) of the Corporation.
This includes the additional and optional additional
Directors.
·
As identified in the
Restated Bylaws in Article IV, Section 2(d), the Corporation
will have two additional Directors: (1) an individual who is
homeless or was formerly homeless and (2) the manager of the
HMIS system. These two additional Directors will be nominated
by the Nominating Committee and elected by the Members.
·
As identified in the
Restated Bylaws in Article IV, Section 2(e), the Corporation
may have up to four additional Directors from the following
categories: (1) an organization serving veterans; (2) an
organization serving youth; (3) an organization serving the
chronic homeless; and (4) an organization serving victims of
domestic violence. The Board of Directors agreed to seek out
all four optional additional Directors. These optional
additional Directors will be nominated by the Nominating
Committee and elected by the Members.
The election of these 6 Directors will
occur at the May 17th Balance of State quarterly
meeting in the same manner as those Directors nominated by the
local coalitions. Each of the 6 Directors will be called to
draw out of a container a number. That number will represent
the length of the Director’s term in office. There are 6
additional Directors, divided into three classes, that means
there will be: 2 Directors serving a one year term (ending
fall of 2020), 2 Directors serving a two year term (ending
fall of 2021), and 2 Directors serving a three year term
(ending fall of 2022). Each of the additional Directors must
attend the Balance of State quarterly meeting. There will be a
Board meeting held after the Thursday portion of the meeting.
If you are interested in joining the
Nominating Committee, please contact Kathleen at
kathleenfpoz@gmail.com
by Friday, March 15th.
Please let me know if there are any
questions.
Thank you,
Carrie
Poser
COC
Director
Wisconsin
Balance of State Continuum of Care
PO
Box 272
Eau
Claire, WI 54702
715-598-3301
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