Bylaws of Brazos Valley Health Coalition

Table of Contents

Article I: Name, Form of Organization and Purposes

Section 1.1 Name

Section 1.2 Mission

Article II: Offices

Section 2.1 Principal Office

Article III: Leadership Structure

Section 3.1 General Powers and Authority of Steering Committee

Section 3.2 Steering Committee

Section 3.3 Chairperson

Section 3.4 Vice Chairperson

Section 3.5 Secretary

Section 3.6 Task Group Leaders

Section 3.7 Terms and Qualifications

Section 3.8 Elections

Section 3.9 Resignation

Section 3.10 Removal

Section 3.11 Vacancies

Section 3.12 Steering Committee Member Conduct

Section 3.13 Compensation

Article IV: Meetings of BVHC

Section 4.1 Place of Meetings

Section 4.2 Health Summit Meeting

Section 4.3 Regular Meetings

Section 4.4 Special Meetings

Section 4.5 Meeting Minutes

Section 4.6 Quorum and Voting

Article V: Steering Committee

Section 5.1 Number

Section 5.2 Responsibilities

Article VI: Committees

Section 6.1 Task Groups

Section 6.2 Ad Hoc Work Groups

Article VII: General Provisions

Section 7.1 Amendments

Section 7.2 General Requirements

Article VIII: Amendments

Section 8.1 Amendments

Bylaws of

Brazos Valley Health Coalition

ARTICLE I

NAME, FORM OF ORGANIZATION AND PURPOSES

Section 1.1 Name. The name of Brazos Valley Health Coalition, hereinafter referred to as “BVHC” or referred to in this document as “Coalition” or “The Coalition”.

Section 1.2 Mission. The mission of BVHC is a collaboration transforming people, places, and communities for a stronger and healthier Brazos Valley.

Section 1.3 Objective. To implement a Community Health Improvement Plan (CHIP), derived from the Community Health Needs Assessment (CHNA), through a network of dedicated partners across the Brazos Valley.

Article II

OFFICES

Section 2.1 Principal Office. BVHC was founded by the Brazos County Health District (BCHD), but operates independently and without a principal office. Records and documents will be housed by BCHD. 

Article III

LEADERSHIP STRUCTURE

Section 3.1 General Powers and Authority of Steering Committee. All powers

shall be exercised by or under the authority of the Steering Committee, and the affairs of BVHC managed under the direction of the Chairperson.

Section 3.2 Steering Committee. The Steering Committee, which consists of the Chairperson, Vice Chairperson, Secretary, and Task Group Leaders, will serve in such capacity during their terms of office.

Section 3.3 Chairperson. The Chairperson of the Coalition shall serve as the Chairperson of the Steering Committee and shall preside at all its meetings. The Chairperson will work to fulfill goals and objectives set by the Community Health Needs Assessment (CHNA) and Community Health Improvement Plan (CHIP) and will bring insight to how BVHC can be of service to the Brazos Valley. The Chairperson will be appointed by the Brazos County Health District administration.

Section 3.4 Vice Chairperson. In the absence of the Chairperson, the Vice Chairperson shall preside at all meetings of the BVHC meetings and perform such other duties as may be prescribed from time to time.

Section 3.5 Secretary.  The Secretary shall:

• prepare and distribute the meeting notification and agenda;
• prepare minutes of all meetings of BVHC and of the Steering Committee meetings;
• collect meeting minutes from Task Group Co-Leaders and distribute to the Coalition within (5) business days after the meeting;
• designate/identify a  substitute to perform secretarial duties;
• perform other duties as may be assigned from time to time by the Chairperson.

Section 3.6. Task Group. Each Task Group will consist of a Task Group Leader, Task Group Co-Leader, and active members. When task group agendas and priorities are created, the Task Group Leader is responsible for being knowledgeable about the priority area, and can take initiative in bringing actionable items and discussion points to the Task Group they serve. The Task Group Leader will facilitate task group meetings and will be assigned by the Chairperson to report to the Vice Chairperson or the Secretary. 

The Task Group Co-Leader is responsible for taking meeting minutes and sending them to the Steering Committee Secretary for distribution.  The Co-Leader will report directly to the Vice Chairperson or the Secretary.  In the absence of the Task Group Leader, the Task Group Co-Leader will facilitate the task group meeting. 

Section 3.7 Terms and Qualifications. Each officer position shall serve for a term of three (3) years or until such resignation, incapacity to serve, or removal. Members of BVHC shall be eligible as Steering Committee members after being an active member of the BVHC for at least one (1) year.

Section 3.8 Elections. The Vice Chairperson and Secretary will be elected by the member body and voted upon at the November meeting leading up to the preparation and implementation of the next CHNA. The Task Group Leaders will be elected by the member body and voted upon at the November meeting leading to the preparation and implementation of the next CHIP. 

The Chairperson will present a slate of nominees for election as Vice Chairperson, Secretary, and Task Group Leaders. The Chairperson may also nominate candidates from the floor. Nominees who receive a majority of the votes cast are elected to serve.  If requested, any Chairperson or Secretary holding office may request that the election of the Steering Committee be conducted by secret ballot. In the event of a tie, the Chairperson will cast the deciding ballot.

Section 3.9 Resignation. The Steering Committee members may resign by delivering written notice to the Chairperson or in the Chairperson’s resignation case, the Secretary. A resignation is effective when the notice is received unless the notice specifies a later effective date.

Section 3.10 Removal. A member of the Steering Committee may be removed with or without cause by the vote of two-thirds (2/3) of the Steering Committee.  

Section 3.11 Vacancies. If a vacancy occurs within the Steering Committee, including a vacancy resulting from an increase in the number of Task Groups, the Chairperson may fill the vacancy; provided they fill the vacancy only by the affirmative vote of a majority of the member body present at the meeting when such a motion is made. An elected member to fill a vacancy shall hold office until the next meeting specified in Section 3.8. or until the resignation, removal, or meeting the successor is elected.

Section 3.12 Steering Committee Member Conduct. The Steering Committee members are responsible for its own operations, including the education, training and development of members and future Steering Committee members and evaluation of its own performance. The Steering Committee members will establish expectations for the member body, including the participation in Task Group service and program activities. Failure to comply with specified conduct listed in the partnership agreement will result in removal from leadership as communicated through written notification from the Coalition Chairperson. The Steering Committee will meet as frequently as needed to conduct the business of the organization fully and adequately.

Section 3.13 Compensation. The Steering Committee Members will not be compensated for their responsibilities in their term of service.

Article IV

MEETINGS OF BVHC

Section 4.1 Place of Meetings. Meetings of the BVHC and Steering Committee, regular or special, may be held at any place in the Brazos Valley, as the Steering Committee may determine. Meetings may also be held by other electronic means as the Steering Committee may determine.

Section 4.2 Health Summit Meeting. The special meeting of the BVHC will be set when the CHNA is finished and ready to present to Coalition members and other community stakeholders.

Section 4.3 Regular Meetings. Meetings of the BVHC will be held monthly at least 10 months per year. Frequency of meetings will be determined by the Steering Committee.

Section 4.4 Special Steering Committee Meetings. Special meetings may be called at any time with at least a three days’ notice by the Chairperson or Vice Chairperson acting on the Chairperson’s behalf.

Section 4.5  Meeting Minutes. Any committees or Task Groups designated by the BVHC shall keep regular minutes of their proceedings and will report to the Secretary. Committee and Task Group minutes must include the date and time, list of attendees, and a brief summary of the meeting. An electronic copy of the minutes of each committee meeting will be sent to the Chairperson to archive.

Section 4.6 Quorum and Voting. A quorum consists of a majority of the partners present at the meeting with one vote per partner. If there is no new business being conducted or voted upon, this does not apply, and the meeting will still be held.

Article V

STEERING COMMITTEE

Section 5.1 Number. The Steering Committee shall consist of no less than one (1) Chairperson, one (1) Vice Chairperson, one (1) Secretary, and Task Group Leaders (subject to change based on CHIP priorities). No more than one (1) of the three (3) principal offices may be held by the same person.

Section 5.2 Bylaws. The Steering Committee members will be responsible for ensuring that the Coalition’s Bylaws are updated and will present any recommended changes to members for feedback. Bylaw amendments can be introduced by any member, but amendments must be approved by the majority of the steering committee. Bylaws will be reviewed at the beginning of each CHNA cycle to sustain coalition efforts.

Section 5.3 Recruitment & Training. The Committee will be responsible for identifying and recruiting prospective members of the Steering Committee and will present a slate of nominees for the election as the respective meetings. The committee will be responsible for the continued training of members on effective service, including appropriate orientation for new Coalition members and new Steering Committee members.

Article VI

COMMITTEES

Section 6.1 Task Groups. Each Task Group shall have goals and objectives based on the task group focus area. The Task Group Chairpersons shall guide members of their respective groups to understand solutions for the most significant issues facing the region based on the CHNA and CHIP findings.

Section 6.2 Ad Hoc Work Groups. The Steering Committee may create one or more ad hoc work groups, in addition to the Task Groups established by these bylaws. An ad hoc work group will be created as needed and designed for specific problems, tasks, or other purposes. An ad hoc work group of the Coalition may not: (a) elect, appoint or remove Steering Committee members or; (b) fill vacancies on the Steering Committee or on any Task Group of the Coalition or; (c) adopt, amend or repeal the bylaws.

Article VII

GENERAL PROVISIONS

Section 7.1 Organization Partners & Individual Members. Membership is determined by a representative of a partner organization. An organization may have multiple individual members participating in the BVHC.  In the event of a voting item, each partner organization receives one vote.

Section 7.2 General Requirements. Every member of BVHC must; (a) be a part of a task group; (b) sign a BVHC Partnership Agreement form; (c) not miss more than three (3) meetings per year; (d) send a proxy (if possible) on behalf of the member. If a member sends a proxy in their place, the member is responsible for providing adequate information regarding their business conducted within the Coalition and within their designated Task Group from the previous meetings to avoid delays or unnecessary hindrance of business.

Article VIII

AMENDMENTS

Section 8.1 Amendments.  The following is a chronology of changes to the bylaws:

October 10, 2022: 1) Creation of the bylaws

Adopted by the Brazos Valley Health Coalition at its meeting held on November 14, 2022.

Arthur O. Davila
Chairperson of the Brazos Valley Health Coalition

Emily Reis & Sarah Sanchez
Secretary of the Brazos Valley Health Coalition