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Bylaws for the Community Wellness Council
of Rutherford County

ARTICLE I. NAME
The name of this council shall be Community Wellness Council of Rutherford County. This body shall be know as the Community Wellness Council (hereafter referred to as "CWC") and will exist within the geographic boundaries of Rutherford County, Tennessee. The council shall exist as an non-incorporated, not-for-profit, voluntary membership community service organization.

ARTICLE II. PURPOSE AND GOALS
The overall mission of the Council is to assist the Department of Health by advising the Department regarding the health needs of Rutherford County, and thus assist the Department in its responsibility to undertake "Community Diagnosis". The Council will promote the prevention of premature death, disability, and illness by developing a Rutherford County community health plan for recommendation to the Department. The role of the Department of Health is to support the Council by providing the resources needed by the Council to undertake the work, and by facilitating the planning process. The following is a proposed objectives statement. The mission of the Council is to assist the Department of Health by:

  1. Developing a community health plan which includes health problem and needs identification.
  2. Developing goals, objectives, and plans of action to meet these needs along with identifying and securing resources to address these needs.
  3. Establishing priorities for all identified health problems.
  4. Identifying departments/organization work teams and community agencies which should coordinate efforts with respect to each health problem.
  5. Drafting and presenting to the Department of Health the recommended health plan.
  6. Promoting and supporting the importance of reducing the health problems to the Department and the community.
  7. Maintaining good communications with the Department via periodic reports from the Council through the Regional Health Council Representative and Community Development Staff.
  8. Listening to community organizations present the unique needs of the segment of the community by which they serve.

ARTICLE III. AUTHORITY

  1. The Council shall exist as an advisory and support body to Tennessee Department of Health solely for the purposes stated herein and shall not be vested with any legal authority described to Tennessee Department of Health, the State of Tennessee or any of its political subdivisions. Recommendations of the Council will not be binding upon Tennessee Department of Health and the Council is not granted authority to act on behalf of The Department of Health without specific prior written authorization.
  2. The Council shall have the authority to generate, or otherwise receive funds or property on its own behalf. Further, the Council shall not generate or receive any monies or properties on behalf of Tennessee Department of Health without specific prior approval in writing. Should such authorization be issued, any monies or properties thereby arising shall be designated for and relinquished directly to Tennessee Department of Health for appropriate accounting and allocation according to Tennessee Department of Health applicable Department of Health policy.
  3. The Council shall provide Tennessee Department of Health a strict accounting of all financial transaction arising from Council activities pursued on behalf the Tennessee Department of Health. The financial records and accounts of the Council will be made available to Tennessee Department of Health and/or its official auditors for examination at any time upon reasonable request.
  1. Purpose: The Foundation is organized exclusively for religious charitable, educational, literary and scientific purposes within the meaning of Section 501 ( c)(3) of the Internal Revenue code of 1986, as amended (hereinafter referred to as the "Code), including the receipt and acceptance of property, whether real, personal, or mixed, by the gift or bequest from any person or entity; the retention, administration and investment of such property in accordance with the terms of this Chapter and the Foundation's bylaws; and the distribution of such property to one or more organizations described in Section 501 ( c)(3) of the Code and Section 509 (a)(1), Section 509 (a)(2), Section 509 (a)(3), or Section 4940(d)(2) of the Code, contributions to which are deductible under Section 170 (c )(2), Section 642( c), Section 2055(a), and Section 2522(a) of the Code, to further religious, charitable, educational, literary and scientific purposes within the meaning of Section 501 (c )(3) of the Code. Notwithstanding any other provision of this Charter, the Foundation shall not carry on any activities not permitted to be carried on by (a) a corporation exempt from federal income tax under Section 501 (c )(3) of the Code, or any corresponding provision of any future federal tax laws; (b) a corporation contributions to which are deductible under Section 170 (c )(2), Section 642 ©, Section 2055 (a) and Section 2522(a) of the code, or any corresponding provisions of any future federal tax laws; or (c ) a nonprofit corporation organized under the laws of the State of Tennessee pursuant to the Act.

  2. Distributions on Dissolution: Upon the dissolution of the Foundation, after paying or making provision for the payment of all liabilities of the Foundation then outstanding and unpaid, the Board of Trustees shall distribute the assets of the Foundation to either the duly constituted government of Rutherford County, TN, or to one or more organizations then described under Section (c )(3) and Section 509 (a)(1), Section 509 (a)(2), Section 509 (a)(3), or Section 4940 (d)(2) of the Code, or any corresponding provision of any future federal tax laws, as the Board of Trustees shall determine, to be used for religious, charitable, educational, literary, or scientific purposes within the meaning of Section 501 ( c)(3) of the Code. Any assets not so disposed of by the Board of Trustees shall be disposed of by a court having equity jurisdiction in the county in which the principal office of the Foundation is then located, with the distribution of assets to be made to such organization or organizations which are organized and operated exclusively for charitable purposes, within the meaning of Section 501 (c )(3) of the code, or any corresponding provision of any future federal tax laws, as such court shall determine.

ARTICLE IV. MEMBERSHIP (Amended October 6, 2004)
SECTION 1. NUMBER. The Council shall consist of no less than 10 members and no more than 35. A vacancy shall not prevent the Council from conducting business. Membership will be restricted to those that either work or reside in Rutherford County. The Council shall consist of an adequate number of voting members so as to be effectively representative of all segments of the community. Leaders in the areas of health care, education, finance, business, industry, civic organization, social welfare organization, advocacy groups, and government may be invited to serve. The Council shall also invite the membership of health care consumer representatives from diverse socioeconomic backgrounds.
SECTION 2. APPOINTMENT AND REMOVAL. Members to fill vacancies of the Council shall be appointed by the Council. The Council shall have the right to remove Council members for good cause shown after notice and hearing before the Council as a whole. A two-thirds (2/3) majority is required for removal. Automatic removal results when a member misses three (3) consecutive meetings or six (6) meetings in a calendar year. Recommendations for membership will be accepted from any source.
SECTION 3. TERM OF SERVICE. Members shall serve a term of Three (3) years. Additional terms may be served as deemed appropriate by the Council. Council officers will serve a term of one (1) year. Appointment and election for new officers will be made by the Council Members. Members will leave with the Council the handouts and notebook to be passed on to new members when the term of service expires.

ARTICLE V. COUNCILS
Subcommittees may be appointed specializing in concerns of relative specific populations or subject matter.

ARTICLE VI. TASK FORCE
Task forces may be appointed as needed to accomplish specific short-term objectives.

ARTICLE VII. BOOKS AND RECORDS
The Council shall keep minutes of all proceeding of the Council and such other books and records as may be required for the proper conduct of its business and affairs.

ARTICLE VIII. MEETINGS
SECTION 1. REGULAR MEETINGS.
The Council will conduct regularly scheduled meetings, at intervals of no less than once every three (3) months, to be held at a time and place specified by the Council Chairman.
SECTION 2. SPECIAL MEETINGS. The Council Chairman may call a special meeting, as deemed appropriate, upon ten (10) days written notice to the membership.
SECTION 3. QUORUM. A quorum shall consist of one-half (1/2) the voting membership of the council.
SECTION 4. VOTING. All issues before the Council shall be decided by majority vote of those members entitled to vote and present in person at the meeting. A member not present may not vote by proxy. Each member with voting privileges shall be entitled to one (1) vote.
SECTION 5. PUBLIC CHARACTER OF MEETINGS. All Council meetings will be held open to the public and at a location available to community residents. All meetings will be appropriately announced for public notice.
SECTION 6. RULES OF ORDER. The latest published edition of Robert's Rules of Order shall be the authority for questions pertaining to the conduct of Council business.

ARTICLE IX. OFFICERS
SECTION 1. OFFICERS.
The officers of the Council shall consist of the Chairman, Co-Chairman, Secretary, and Treasurur.
SECTION 2. CHAIRMAN. The Chair will be elected by the council. The Chairman will preside over all meeting of the Council.
SECTION 3. CO-CHAIRMAN. The Co-Chair will be elected by the Council. The Co-Chairman will preside over those Council meetings when the Chairman is absent and will perform such other duties as assigned by the Council.
SECTION 4. SECRETARY. The Secretary will be elected by the Council. The Secretary will be in charge of keeping the minutes of all proceedings and appropriate announcements for public notice. Minutes will be distributed via U.S. Mail no less than one week prior to the next scheduled Council meetings.
SECTION 5. TREASURER. The Treasurer will be elected by the Council. The Treasurer will be in charge of keeping financial records of the Council.
SECTION 6. TERM OR OFFICE. Elected officers shall be selected at the first meeting of the Council for a term ending the following calendar year. Thereafter, officers shall be elected at the first meeting in the following year for a term of one (1) year. Officers may be re-elected to serve additional terms.
SECTION 7. REMOVAL. Any officer may be removed from office for cause by a two thirds (2/3) majority vote of the member at any regular or special meeting of the Council.
SECTION 8. VACANCIES. Any vacancy caused by the resignation, removal or death of an officer will be filled by action of the Council by motion, 2nd and voting majority.

ARTICLE X. AMENDMENTS
These Bylaws may be amended at any regular or special meeting of the Council. Written notice of the proposed Bylaw change shall be mailed or delivered to each member at least thirty (30) days prior to the date of the meeting. Bylaws changes require a two-thirds (2/3) majority vote of the Council members present.

ADOPTED BY THE COMMUNITY WELLNESS COUNCIL OF RUTHERFORD COUNTY

THIS THE 20th DAY OF August , 1997;

AMENDED THIS THE _______ OF _______________, 2000.


CHAIRMAN

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CO-CHAIRMAN

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