CONNECTICUT CANCER PARTNERSHIP BYLAWS
Connecticut Cancer Partnership Bylaws
(Approved by the Partnership at 2007 Annual Meeting [9/11/07])
(Revised by Partnership at 2009 Annual Meeting [12/3/09])
(Accepted at 2011 Annual Meeting [10/18/11])
ARTICLE I—NAME
The name of the organization shall be the Connecticut Cancer Partnership hereinafter called the Partnership.
ARTICLE II--PURPOSES
The primary purposes of the Partnership shall be to:
2. Expand access to high quality information and use of services in cancer prevention, detection, treatment, survivorship, palliative, and hospice for all Connecticut residents regardless of geographic, financial and other demographic factors.
3. Improve the quality and coordination of cancer surveillance and other data systems and their use for comprehensive cancer control programming and management.
4. Expand support from private sources, public policy makers and grant makers for comprehensive cancer control in Connecticut.
ARTICLE III—PARTNERSHIP MEMBERSHIP
Section 1--Eligibility for Membership
Membership is voluntary and open to all organizations and/or individuals who support the purposes of the Partnership.
Section 2--Types of Members
A. Organizational
Any organization, public or private, existing in the State of Connecticut interested in any phase of cancer prevention and control may be eligible. Each organization member accepted shall designate a representative member who shall be the principal contact between the member organization and the Partnership and who shall be empowered to represent the member organization at membership meetings of the Partnership. If this appointed person materially changes jobs within the organization or leaves it, the organization shall appoint a new representative member. If the organization has several programmatic departments involved in cancer control, it may request additional memberships.
B. Individual
Any individual interested in working toward cancer prevention and control may be eligible for membership. An individual member shall register with the Secretary of the Board of Directors or the Secretary's designee.
C. Conflict of Interest
On any matter brought to a vote at a Board meeting, a Member with a conflict between the interests of the Partnership and the Member’s organization will be responsible to declare such a conflict and absent his or herself from the room during discussion and vote on the item.
At the discretion of the Board of Directors, an individual or organizational member shall be removed from membership status in the Partnership should there be a substantial breach of ethical or moral conduct or if the member no longer qualifies for membership.
Members can only speak on behalf of the Partnership with the approval of the position on the specific topic by the Board of Directors.
ARTICLE IV--BOARD OF DIRECTORS
Section 1--Composition
The Board of Directors shall be composed of a minimum of five (5) and a maximum of fifteen (15) elected members. In addition to elected members, one permanent voting member shall be appointed by each of the five founding agencies: American Cancer Society, New England Division; Connecticut State Medical Society; State of Connecticut Department of Public Health; University of Connecticut Health Center and the Yale Cancer Center. Committee chairs shall be invited to participate in Board meetings but shall not automatically be Board members and shall not have voting rights, unless they are on the Board of Directors. Staff shall attend and provide staffing of the board but shall have no voting rights.
Section 2--Responsibilities
The Board of Directors shall be the governing body of the Partnership and shall be responsible for the overall policy of the Partnership. The Board shall manage the work of the Partnership in pursuit of its mission, to include (but not limited to) the development, implementation, administration, and evaluation of the Partnership's Connecticut Comprehensive Cancer Control Plan. The power to dissolve the Partnership, convey or distribute any assets, merge with another entity or change the mission of the Partnership is reserved to simple majority vote of the five founding agencies.
If the Partnership receives financial awards directly, the Board will have responsibility for the oversight and administration of those funds. If the status of the Partnership changes, such as becoming a 501(c)(3) organization, the Board will have fiduciary responsibility.
Section 3--Election
The Governance Committee shall submit annually a slate of proposed Directors to be voted on by the general membership of the Partnership at the annual meeting. Election of the Directors shall be by simple majority vote of the attendees.
Section 4--Term
Directors shall be elected for two-year terms, provided that one-half of the initial directors shall serve a term of one year. Director’s terms of membership shall be unlimited. Directors appointed by founding members shall be appointed for two-year terms and the terms of their membership shall be unlimited.
Section 5--Staff
The Board of Directors may employ staff whose duties and compensation shall be specified by the Board of Directors by contract. It also may screen, supervise and recommend for hire staff by one of the member partners.
Section 6--Vacancies
Should the position of any elected Director or Officer become vacant, the remaining Directors shall appoint a successor who shall hold office for the remainder of the term. If the seat of a Director appointed by a founding agency resigns, that agency shall appoint a new Director.
ARTICLE V—OFFICERS
Section 1--Officers
The elected officers of the Board of Directors shall be as follows:
Chair, Vice Chair, Secretary, Treasurer and Past Chair. No person shall hold more than one office concurrently. Only recognized members or Board Directors are eligible to become officers.
Section 2--Responsibilities
Officers of the Board of Directors shall provide leadership and administrative oversight to the Partnership. They shall serve as officers and members of the Partnership..
Section 3--Election
The Governance Committee shall submit to the Board, at the first Board of Directors’ meeting after the Annual Meeting, or by proper notice at other meetings as approved by the Board, a slate of proposed Officers for the Board of Directors. Officers shall be elected by simple majority vote of the Directors from the slate provided.
Section 4--Term
Officers shall serve for a term of two years. They may be elected to the same or different office to serve additional terms.
Section 5--Duties
A. Chair
The Chair shall preside at all meetings of members and the Directors and shall have the right to vote. The Chair shall appoint Chairs and members for Board and ad hoc committees. The Chair shall also perform such other duties as the Bylaws or the Directors shall specify and act as the official representative of the partnership.
B. Vice Chair
The Vice Chair shall assume the duties of the Chair in the absence of the Chair, and shall serve as assistant to the Chair in his/her efforts for the good of the Partnership. The Vice Chair shall assume the office of Chair in the event of resignation, disability, or death of the Chair until the next meeting of the Board where election of a new Chair is held.
C. Secretary
The Secretary shall keep an accurate record of the proceedings of all meetings of the Board of Directors. The Secretary shall request staff to maintain Partnership membership registration records. The Secretary shall ask staff to notify Directors and Partnership Members of Board meetings and shall perform other duties as assigned by the Board of Directors.
The Treasurer shall monitor the receipt, deposit and disbursement of all funds of the Partnership as directed by the Board of Directors, shall submit an account of the financial condition of the Partnership as the Board of Directors may require, at each Board meeting, and shall perform other duties as assigned by the Board of Directors.
The Past Chair shall be appointed to provide continuity to the Board of Directors and can perform duties as requested by the Chair or until there is another Past Chair.
ARTICLE VI--MEETINGS
Section 1 – Annual Meeting
A meeting of the full Partnership membership shall be held annually. Business to be taken up at this meeting shall include elections and such other business as shall be specified in the agenda of the meeting. Notice of the annual meeting accompanied by a detailed agenda shall be sent to members at least twenty-one (21) days prior to the date of the meeting.
Section 2--Special Meetings
A special meeting of the Partnership shall be held if deemed necessary by the Board of Directors or if at least one-fourth of the membership petition the Secretary in writing, stating the time, place, and purpose of the meeting.
Section 3--Meeting Notices
Notice of all meetings of the members stating the time, place, and purpose shall be sent to all Partnership members at least twenty-one (21) days prior to the date of the meeting.
Section 4--Quorum
A. Membership
At any meeting of membership, a simple majority vote of the members present shall decide all business unless otherwise stated in these Bylaws.
B. Board of Directors
One-third of the Directors shall constitute a quorum for the transaction of business. The vote of a simple majority of Directors present shall be the act of the Board. No proxy votes shall be allowed. Telephonic attendance of a Director shall be permitted provided it is in accordance with Connecticut General Statutes § 33-1095. Allowances must be made to ensure that all parties can hear. Non-board members shall have the privilege of the floor, but may not vote.
Section 5--Voting
At a meeting of the Partnership, each member present shall be entitled to one vote.
Section 6--Board of Directors Meetings
A. Frequency
The Board of Directors shall meet at least four times per year. Special meetings of the Board of Directors may be called by the Partnership Chair or by five (5) members of the Board.
B. Notice
Board meetings shall be open to any member of the Partnership. Notification of Board meetings (other than regular meetings on dates set at the annual meeting) shall be given to each Director at least fourteen (14) days prior to the meeting. If a special meeting has been called, only seven (7) days prior notice need be given to the Board of Directors.
C. Executive Sessions
The Board may decide to go into Executive Session if deemed appropriate.
ARTICLE VII--COMMITTEES
Section 1--Board Committees
The Board may establish Committees as needed to carry out its business and to assist it in the conduct of the Partnership’s affairs. Committees may be composed of persons from the Board, the general membership, partnering organizations, and outside advisors. Unless specifically delegated authority to bind the Partnership, Committees may only make recommendations to the Board of Directors. Minutes of all committee meetings shall be submitted to staff. The Partnership shall receive annual reports of the actions of the Committees.
Section 2--Standing Committees
There shall be two standing committees: a Governance Committee and an Executive Committee.
The Governance Committee shall have five members and a chair appointed by the Chair of the Board, with approval of the Board. The Governance Committee shall be responsible for nominations and by-laws.
The Executive Committee shall be composed of no more than 10 members of the Board of Directors. Membership shall include the Chair, Vice Chair, Secretary and Treasurer and any of the five appointed representatives of the founding members who are not serving as officers. Additional members could be nominated by the Governance Committee and presented to the Board for election at its first meeting following the Annual Meeting. The Executive Committee shall have the authority to make decisions in between meetings of the full Board. The vote of a simple majority of those present shall be the act of the Executive Committee. No proxy votes shall be allowed. All decisions of the Executive Committee must be reported at the next Board meeting. In emergencies, the Chair can communicate with executive committee members to make decisions.
Section 3--Ad Hoc Committees
The Chair may create ad hoc committees as necessary.
Section 4--Appointments
Except as provided elsewhere in these Bylaws, the Chair of the Board shall, with the approval of the Board, appoint chairs and members of board and ad hoc committees.
Section 5---Terms
Committee Chairs’ terms shall be two years and may be renewed. Terms of membership on Board and Ad Hoc Committees shall be unlimited.
ARTICLE VIII -- AMENDMENTS
Section 1--Amendments
These Bylaws may be amended, repealed, or replaced by an affirmative vote of two-thirds of those Partnership members present at a duly called general membership meeting and by a simple majority vote of the five founding agencies. Proposed amendments shall be distributed to members along with due prior notice of the meeting. The amendments shall be distributed to all members of the Partnership after approval.
Section 2--Effective Date of Amendments
Amendments to these Bylaws shall take effect at the adjournment of the meeting at which they are adopted unless otherwise provided.
Section 3--Bylaws Review
The Governance Committee shall review these Bylaws every two years and present changes to the Partnership for adoption as needed.
As approved and adopted by the membership on Tuesday, October 18, 2011.
