As approved December 21, 2011
ARTICLE I – PRINCIPAL OFFICES
The office of the Greater New Bedford Youth Council (Youth Council) shall be co-located with the Workforce Investment Board at 227 Union Street, Suite 206, in New Bedford, Massachusetts.
ARTICLE II – PURPOSE
The purpose of the Greater New Bedford Youth Council will be to forge partnerships and encourage coordination among partners with the goal of developing and structuring a youth service system that is responsive to youth developmental needs. The system will provide a variety of proactive options to improve educational achievement, impact the dropout rate and prepare youth for successful careers. The Greater New Bedford Youth Council functions as a committee of the Greater New Bedford Workforce Investment Board, Inc. (WIB). As such, the Youth Council is subject to periodic oversight by and is accountable to the WIB.
ARTICLE III – MEMBERS AND MEETING OF MEMBERSHIP
Section 3.1 Voting Membership
The Youth Council shall consist of members appointed by the Chairperson of the WIB, in consultation with the Mayor of New Bedford. Membership shall reflect the requirements of state and federal policy. All appointed members shall be from leadership positions of the following entities:
The Youth Council as a whole will reasonably reflect the geographic composition of the Workforce Investment Area and will include members that represent key stakeholders in the youth workforce development system.
At least four members of the Youth Council shall also be members of the WIB.
The membership shall include, but not limited to:
Private sector representatives;
Representatives of organized labor;
Local educational agencies, schools or local school boards, and post secondary educational institutions, vocational education, alternative high schools and community-based learning;
Representatives from Chambers of Commerce and/or local economic development agencies;
Youth service providers, including such organizations as Child and Family Services, Junior Achievement, Boys and Girls Clubs and organizations focused on pregnancy prevention and/or serving pregnant teens;
Community based organizations, including those serving minority and Hispanic populations;
Youths, including in-school and out-of-school youths and high school drop-outs;
Law Enforcement organizations;
Other organizations and representatives deemed appropriate by the WIB
Efforts shall be made to appoint members who shall reflect the stakeholders that are active participants in the youth workforce development system, and the demographic make up of the Workforce Investment Area.
Either the residence or business address or the service area of the prospective member should be located in the Workforce Investment Area.
Following the initial appointment, all appointments to the Youth Council shall be for a period of three (3) years, with 1/3 of the members turning over each year. In the event of a resignation or removal or cessation of a leadership or decision making position within the sector represented by said member, a new member shall be nominated and appointed in accordance with the nomination procedures set forth. The person so appointed shall serve until the term in which he or she was appointed expires. After the term expires, members will be replaced or may continue based upon re-nomination and re-appointment, in the same manner as original appointments. In an effort to promote continuity and minimize transitional problems, it is expected that members whose term expires and who do not wish to remain on the Youth Council will continue to serve until a replacement is appointed.
Removal for Cause
A member may be removed for just cause upon the vote of two thirds of the Executive Committee of the Youth Council. A member subject to such sanction shall have five days written notice of the proposed action and have the opportunity to be heard and to present evidence on their own behalf before the Executive Committee.
Just cause for removal shall include but not be limited to the following:
Two unexcused absences from regular Youth Council meetings within a twelve month period. It is expected that members will contact the Chair of the Youth Council prior to the scheduled meeting to inform of an anticipated absence.
Ineligibility based upon these bylaws.
Any other reasons that would interfere with or reflect badly upon the Youth Council, such as but not limited to, malfeasance, conviction for criminal activity, or other inappropriate behavior as determined by the Executive Committee.
ARTICLE IV – MEETINGS OF THE MEMBERSHIP
4.1.1 Quarterly Meeting of Members
The membership shall meet at least four times a year, at least one time each quarter. The members shall establish a meeting schedule for the full year at the annual meeting. The meeting calendar shall be published in advance to all Youth Council members. The Executive Committee may designate the date, place and hour for the meetings for the purpose of making the meeting convenient and reasonable for the membership. The Executive Committee may also establish a date, place or time for special meetings of the members provided that written notice thereof is given all members not less than ten (10) days prior to the date of the proposed special meeting. At any special meeting of the members, all action taken shall have the same force and effect as if occurring at the quarterly meeting of members.
4.2 Annual Meeting of Membership
The meeting of the membership occurring in June of each year, or at a time as the Executive Committee may determine, shall constitute the annual meeting for the purpose of reviewing the work of the Youth Council, planning for the ensuing year, and electing officers.
A quorum of the quarterly, special and annual meetings of the Youth Council shall constitute one third of members of the Youth Council present in person or duly represented by written proxy.
4.4 Action by Vote
When a quorum is present at any meeting a majority of the votes cast by members present, or duly represented by written proxy, shall decide any question, including election to any office. In the event of a deadlock vote, the Chair, or Vice-Chair if the Chair is not present, shall constitute the deciding vote.
4.5 Attendance at Meetings
All Youth Council meetings are open to interested parties. Members may be represented for purposes of quorum by any individual designated in writing by the Youth Council member. In order to have a proxy accepted by the Youth Council, the voting proxy must be committed to writing and given to the Youth Council Chair prior to the meeting.
4.6 Open Meeting Law
All meetings of the Youth Council, Executive Committee, Standing Committees, Subcommittees and other groups established by the Youth Council are open to the public and shall be called and conducted in compliance with the Massachusetts Open Meeting Law. Except where specifically allowed all votes must be conducted in public. Voting by telephone, fax or e-mail is prohibited. Chairs of all committees are responsible for ensuring compliance with the provisions of the Open Meeting Law.
ARTICLE V – EXECUTIVE COMMITTEE
5.1 Number, Election and Qualifications
The number of persons, which shall constitute the whole Executive Committee, shall be the Chair, the Vice-Chair, and Clerk, and shall include standing committee chairs. No member or officer shall receive compensation for his or her service in such capacity. Any member or officer may contract with the Youth Council to sell and provide services to it upon a vote of a disinterested majority of the membership after full disclosure and actual or constructive notice to the membership of the intended relationship.
Nomination of members to serve as officers shall be submitted to a Nominating Committee no later than April 1st of each year. The Nominating Committee shall recommend a slate of officers to the Youth Council and shall oversee an election of officers by the members of the Youth Council no later than June 15th on each year.
5.2 Term of Office
Officers shall serve for one fiscal year (from July 1 through June 30), except that officers shall continue to serve until new officers for the ensuing fiscal year are duly elected. Each person duly elected to office shall hold office until the next annual meeting of the members and until his or her successor is elected and duly qualified, or until his earlier death, resignation or removal. Officers shall not be elected to serve more than three years consecutively in the same office, unless by special exception approved by two-thirds of the members of the Youth Council.
The Chair with the advice and counsel of the Executive Committee shall manage the business of the Youth Council. The Executive Committee shall exercise all the powers of the Youth Council except as otherwise provided by law or by these bylaws. The Executive Committee shall have full authority to contract, purchase, sell, mortgage or hypothecate the assets of the Youth Council, if any. In the event of a vacancy on the Executive Committee, the remaining persons, except as otherwise provided by law, may exercise the powers of the full committee until the vacancy is filled.
The Youth Council Chair’s powers shall include but not be limited to:
conduct the Youth Council meetings and ascertain whether a quorum is present
rule on questions of order
assign issues to various committees
ensure compliance with the conflict of interest policy
appoint the committee chairs and members
The Vice-Chair assumes the duties of the Chair during the Chair’s absence and will also perform other duties as assigned by the Chair.
The Clerk will certify the minutes and perform other duties as designated by the Chair.
Unless and until filled by the Members at the annual meeting in a manner consistent with the nomination procedures included in section 5.1, any vacancy of the elected Executive Committee members, however occurring, may be filled by vote of a majority of the members present at any meeting of members at which a quorum is present, so long as the intended election to fill a vacancy is provided by notice at least ten (10) days in advance of the meeting. Each successor shall hold office for the unexpired term of his predecessor and until his successor is chosen and qualified.
Any member may resign at any time by giving written notice to the Executive Committee Mayor or the Youth Council Chair. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof, and the acceptance of such resignation shall not be necessary to make it effective.
An Executive Committee member may be removed from office with cause by vote of a majority of the members entitled to vote in the election of officers in a manner consistent with section 3.1.c of these bylaws. In addition, an Executive Committee member may be removed from office for cause by vote of a majority of the persons then in office. No one may be removed for cause until after being given reasonable notice and opportunity to be heard before the body proposing to remove that person.
5.7 Special and Emergency Meetings
Special meetings and emergency meetings of the Executive Committee may be held at any time and place, within or without Massachusetts, designated in a call by the Chair or Vice-Chair or by any two persons then sitting as members of the Executive Committee.
Special meetings of the Executive Committee shall be held after at least three (3) days notice, unless notice is waived by two-thirds of the Executive Committee. Emergency meetings could be convened within (48) hours upon agreement by two-thirds of the Executive Committee. Minutes of the meetings shall be distributed to all members.
At any meeting of the Executive Committee, a majority of the persons then sitting as members of the Executive Committee shall constitute a quorum. Less than a quorum may adjourn any meeting from time to time without further notice.
5.9 Action of Meeting
At any meeting of the Executive Committee at which a quorum is present, the vote of a majority of those present shall be sufficient to take any action, unless a different vote is specified by law or by these by-laws.
Proxy voting shall be permitted at any meeting of the Executive Committee in the event the proxy is in writing and given to the Chair, Vice-Chair, or other designate member presiding over the meeting prior to the meeting being called to order. The attendance of members by written proxy shall be announced immediately following the call to order.
ARTICLE VI – STAFF
6.1.1 The Youth Council Director and any other staff shall be responsible for such duties as assigned by the Chair of the Youth Council. The Youth Council Director will exercise such other administrative actions and overall financial management as are appropriate to the responsibilities of the office, including but not limited to the following:
Assisting the Youth Council in the performance of its responsibilities;
Maintaining the minutes of Youth Council Board and Executive Committee meetings and the records of the Youth Council; and
Assisting the Chair in the preparation of meeting agendas and materials and in the distribution of publications of interest to Youth Council members.
Supervision of additional employees as appropriate.
ARTICLE VII – COMMITTEES AND TASK FORCES
Appointments of committee chairs and members are made annually by the Youth Council Chair. All Committee Chairs serve at the pleasure of the Chair of the Youth Council. The Youth Council Chair and Vice-Chair serve, ex-officio, as non-voting members on all committees and task forces.
7.2 Governing Principles
The conduct of all Youth Council committees shall be governed by the following principles:
The general purpose and activities of each committee must be approved by the Executive Committee.
Specific meetings, activities and conduct are the responsibility of each committee, working through the Chair.
The Executive Committee must approve commitments to or coordinate action with, other groups external to the Youth Council.
Meeting expenditures for committee functions are authorized by action of the Youth Council Chair, and/or the staff. Committee budgets, if any, are to be authorized and approved by the Executive Committee.
No Committee action shall be official without endorsement of the Executive Committee of the Youth Council. Committees shall keep the Youth Council fully and currently informed of their activities and shall report to the Youth Council at all regular and special meetings. Conversely, the Youth Council accepts responsibility for the duly authorized actions and positions of its committees.
Outside experts or other interested persons may be invited to participate on all Youth Council committees and subcommittees, but, to be duly constituted, any Youth Council committee or subcommittee must have a majority of its membership constituted by current Youth Council members in good standing.
A Committee Membership quorum shall be constituted by one-third of its members for the conduct of business. A majority vote of those present shall decide any issues brought before the meeting. Youth Council member may designate alternates to serve on committees. Such alternates shall have full voting privileges in committees but may not vote in regular Youth Council meetings.
Committees may invite non-voting, interested parties to contribute from time to time, but such parties may not participate in Youth Council deliberations nor are they granted voting status.
7.3 Standing Committees
The Executive Committee shall meet on call of the Youth Council Chair or two-thirds of the members of the Executive Committee, to discuss and administer the business of the Youth Council.
As needed temporary Working Groups (Ad Hoc, Task Force, etc.) may be created and appointed by the Chair. The duration and scope of such Working Groups are established to facilitate the accomplishment of the Youth Council’s objectives and to provide opportunities for individual Youth Council members to pursue their interests with the support of the Youth Council.
Working Groups shall be attached to a standing committee. Working Groups shall take no formal actions but shall make recommendations to the Youth Council through the Youth Council Executive Committee. Working Groups may be chaired by any individual so appointed by the Youth Council Chair and need not be a WIB member.
ARTICLE VIII – PARLIAMENTARY PROCEDURES
Unless inconsistent with these by-laws, Robert’s Rules of Order Newly Revised shall govern the procedures of the Youth Council.
ARTICLE IX – AMENDMENTS
The membership, by vote of three-fourth (3/4) of the members attending a meeting called for that purpose, may make, amend or repeal these by-laws, in whole or in part, and forward those amendments to the WIB.
ARTICLE X – MISCELLANEOUS PROVISIONS
Except as otherwise determined from time to time by the Executive Committee, the fiscal year of the Youth Council shall in each year, end on June 30th.
Evidence of Authority
A certificate by the Clerk, as to any action taken by the members, person, any committee or any officer or representative of the Youth Council shall as to all persons who rely on the certificate in good faith be conclusive evidence of such action.
ARTICLE XI – SAVINGS CLAUSE
If any provision of these bylaws or the application of such provision to any person or circumstance shall be held invalid, the remainder of said bylaws or the application of said bylaws to persons or circumstances other than those to which they are held invalid, shall not be affected by the Youth Council.
ARTICLE XII – LIABILITY OF MEMBERS, OFFICERS AND EMPLOYEES
The Youth Council, to the extent legally permissible, shall and does indemnify and hold harmless each of its members and their representatives, officers and employees against all liabilities (including all judgments, fines, penalties, legal costs and other expenses) imposed on or reasonably incurred by such person in the faithful discharge of their responsibilities on behalf of the Youth Council, unless in any such action, suit or proceedings such person shall be finally adjudged to have been guilty of willful dishonesty or intentional violations of law in connection with the matter with respect to which indemnification is to be made.
ARTICLE XIII – CONFLICT OF INTEREST
All members of the Youth Council shall familiarize themselves with the Massachusetts Conflict of Interest Law and agree to abide with the letter and spirit of this statute. Any questions that may arise with respect to a potential conflict of interest shall be referred to the Executive Committee of the Youth Council.
CERTIFICATION OF ADOPTION
The undersigned hereby attest that the foregoing bylaws were duly adopted by the membership of the Greater New Bedford Youth Council as set forth herein and amended on [December 21, 2011] and that the foregoing bylaws are the bylaws of the Greater New Bedford Youth Council. The undersigned further attests that he or she is authorized to sign this certification acting as a duly authorized agent of the Greater New Bedford Youth Council.
Under the penalties of perjury this 6th day of March, 2012.
Ronald L. Rouillard