Literacy Gwinnett

BYLAWS of LITERACY GWINNETT
A Program of the Gwinnett Coalition for Health and Human Services

ARTICLE I. GENERAL
Section 1. Name. The name of this program shall be Literacy Gwinnett. This program is a literacy initiative sponsored by the Gwinnett Coalition for Health and Human Services, hereinafter referred to as “the Gwinnett Coalition.”
Section 2. Applicability. These by-laws provide for the governance of Literacy Gwinnett.
Section 3. Vision. The vision of Literacy Gwinnett is “Empowering Gwinnett Through Literacy.”
Section 4. Mission Statement. The mission of Literacy Gwinnett is to empower through literacy the adult residents of Gwinnett County to function successfully as productive members of society.
Section 5. Purpose. Literacy Gwinnett is a program whose purpose is to facilitate collaborative efforts that address the county adult literacy needs with the goal of increasing the literacy levels of the adult residents of Gwinnett County. Literacy Gwinnett will accomplish this by:

Identifying adult literacy needs and resources
Setting adult literacy service priorities
Informing and motivating the community to address adult literacy issues
Sponsoring adult education instructional programs
Facilitating collaboration among adult literacy service providers
Referring those in need of literacy services to appropriate resources

Literacy Gwinnett shall not compete for funding currently allocated to existing entities or programs delivering adult education services in Gwinnett County. The mission of Literacy Gwinnett is not to compete with these service providers, but to provide additional services beyond what is funded and provided by existing agencies and programs.
Section 6. Operational Definition of Adult Literacy Service Clients. An adult may be determined to benefit from adult literacy services if he/she does not have a high school diploma or GED; or if he/she understands, speaks, reads, or writes English at less than an eighth grade level.
Section 7. Office. The principal office for the transaction of the business of the program shall be located in _____________ at such place as may be fixed from time to time by the Advisory Board.

ARTICLE II. ADVISORY BOARD
Section 1. Functions and Definitions. The affairs of the program shall be managed by the governing board, which is herein referred to as the “Advisory Board” or “Board”.
Section 2. Qualification and Number. The original Advisory Board shall be appointed by the Executive Director of the Gwinnett Coalition , as the initiating entity. Therefore, the number of directors constituting the Board shall not be less than 12 nor more than 30, with the exact number to be set annually be resolution of the existing Advisory Board.
Section 3. Election and Tenure. Initially, each director shall hold office until his or her term expires, until his or her successor is elected and qualified, or until his or her earlier resignation, removal from office, or death. Thereafter, a nominating committee appointed by the Chairperson of the Advisory Board at regular business meeting shall nominate a slate of directors to be voted on by the Board at the annual meeting.
Section 4. Seating of Directors. All newly-elected directors shall commence official duty as of (January 1), and serve until their term expires. There shall be three terms of office for the initial at-large directors, one-year, two-year and three-year. Terms of office for the initial Board shall be determined by random draw. Thereafter, the Board shall elect new members for three-year terms.
Section 5. Stakeholder Agency Representation. Upon approval of the advisory board, specific positions on the advisory board will be reserved for designated representatives of key stakeholder agencies within the county. These will be ad-hoc members, and the agencies represented may include: Gwinnett Coalition, K-12 School Districts, Churches, the DTAE Technical College, Dept. of Labor, hospitals, community based organizations representing the interests of the 3 most populous minority language groups in the county, the Chamber of Commerce, and representatives of key businesses in the county. Exact positions will be determined by the Advisory Board.
Section 6. Powers. The Advisory Board shall have the authority to manage the affairs and exercise the powers and privileges as they may deem expedient for the interests of the program, subject to limitations and requirements of the parent program, the Gwinnett Coalition, and the law.
Section 7. Meetings. The Advisory Board shall meet quarterly at such time and place as will be determined by them. An annual meeting shall serve as the time when new Board members shall be elected. Special meetings of the Board may be called at any time by the Chairperson or by any two or more directors. Notice of a special meeting, including the purpose of the meeting shall be given to each director at least one week prior to said meeting. The Board must also provide a representative to attend regular Gwinnett Coalition board meetings.
Section 8. quorum. A minimum of five (5) persons present from the membership of the Advisory Board shall constitute a quorum for the transaction of business at any meeting, but less than a quorum may adjourn the meeting. Unless otherwise required by law, the act of a majority of the directors present and voting at any properly convened meeting at which there is a quorum shall be deemed the act of the Board.
Section 9. Removal. At any regular or special meeting of the Board duly called, any one or more members of the Board may be removed by the affirmative vote of a majority of the directors then in office.
Section 10. Vacancies. All vacancies in the Advisory Board shall be filled by the remaining directors, at any regular or special meeting, by the vote of the majority of the directors present and voting. The director thus elected to fill any vacancy shall hold office until the next annual meeting and until his/her successor is elected and qualified.
Section 11. Compensation of Directors. Directors shall receive no salary for their services, and shall serve as volunteers without pay.

ARTICLE III. OFFICERS
Section 1. Selection. Officers of the program shall be Chairperson, Vice-Chairperson, Secretary. The role of Treasurer will be served by the Treasurer of the Gwinnett Coalition Board. All officers must be members of the Advisory Board. A special meeting of the newly-elected Advisory Board shall be held as soon as practical after the election of the directors, at which time the officers for the coming year shall be elected by majority vote. Terms of office shall be for one year beginning (January 1) of each year and ending (December 31) of that year.
Section 2. Removal. Vacancies. Any officer of the program may be removed from office at any time by the Advisory Board. Any vacancy occurring in any office of the program may be filled by the Board.
Section 3. Chairperson. The Chairperson shall preside at all meetings of the Advisory Board. The Chairperson shall have, in his or her discretion, power and authority to supervise all the affairs of the program and the acts and conduct of all the officers of the program, and shall have such other duties as may be conferred upon the Chairperson by the Advisory Board, and by the Executive Director of the Gwinnett Coalition. The Chairperson, or his/her designee will attend regular meetings of the Gwinnett Coalition Board to report on activities of Literacy Gwinnett.
Section 4. Vice-Chairperson. The Vice-Chairperson shall act in the absence of the Chairperson and shall have all powers, duties, and responsibilities provided for the Chairperson of the Board when so acting. The Vice-Chairperson shall have such other duties as may be required of, or assigned to, him or her by the Board or by the Chairperson of the Board.
Section 5. Secretary. It shall be the duty of the Secretary to keep a record of the proceedings of all meetings of the Advisory Board; to notify the directors of meetings as provided by these by-laws; and to perform such other duties as may be prescribed by the Chairperson, Vice- Chairperson, or Advisory Board.
Section 6. Treasurer. The Treasurer of the Gwinnett Coalition board shall keep, or cause to be kept, the financial books and records of the program, and shall faithfully account for its funds by keeping full and accurate records of all receipts and disbursements. He/she or designee shall present written financial statements of receipts and expenditures at the regular meetings of the Advisory Board, and shall prepare a yearly financial statement of receipts and expenditures recapping the activities during the year.

ARTICLE IV. STAFF
Section 1. Coordinator. At such time as the financial condition of the program permits, and upon recommendation of a majority of the Board, the position of Coordinator may be created. The Coordinator shall be a contracted employee of the program who shall serve at the pleasure of and be responsible to the Advisory Board; shall serve as the chief executive officer of the program; shall be responsible for the execution and implementation of the policies, procedures and programs as determined by the Advisory Board and by the Executive Director of the Gwinnett Coalition; shall serve as a resource and advisor to the Board and any committees formed by the Board; shall maintain records and reports as necessary; and shall serve as a representative of the program in the community. The Coordinator shall have the responsibility for the supervision of any paid office staff and shall perform such duties as necessary to manage the office of the program.

ARTICLE V. FINANCES
Section 1. Fiscal Year. The fiscal year of the program shall begin (January 1) and end (December 31).
Section 2. Funds. All money paid to the program shall be received and administered by the Treasurer of the Gwinnett Coalition and placed in a general operating fund at a financial institution approved by the Gwinnett Coalition Board.
Section 3. Disbursements. Upon approval of the general operating budget, the Gwinnett Coalition Treasurer is authorized to make disbursements on accounts and expenses provided for in the budget without further approval of the Advisory Board. Disbursements shall be by check with co-signatures as the Gwinnett Coalition Board may determine.
Section 4. Budget. The Advisory Board shall prepare an annual budget in detail. The budget shall be approved by the Advisory Board and by the Gwinnett Coalition Board.
Section 5. Audit. The financial records of the program shall be submitted to the Literacy Gwinnett Advisory Board and to the Gwinnett Coalition Board to be audited annually by the Gwinnett Coalition’s certified public accountant. The audit shall be available to the Advisory Board at all times in the offices of the program.

ARTICLE VI. COMMITTEES
Section 1. Appointment of Committees. At the discretion of the Advisory Board, said Board from time to time may elect or appoint a committee or committees as said Board may see fit to establish. Each such committee shall have and may exercise such authority and perform such functions as the Board may prescribe within the limitations imposed by law and by Gwinnett Coalition policies.
Section 2. Standing Committees. There may be the following (exact to be determined - TBA) Standing Committees which shall be directly responsible to the Advisory Board:

ARTICLE VII. PROCEDURES
Section 1. Use of Funds. The program shall use its funds only to accomplish the purpose and objectives specified in these by-laws.
Section 2. Notice of Meetings. Notice of regular meetings of the Advisory Board and shall be emailed to members at least seven (7) days prior to the meeting.
Section 3. Parliamentary Authority. Roberts Rules of Order. Newly Revised shall be the final source of authority in all questions of parliamentary procedures when such rules are not inconsistent with the by-laws of the program.

ARTICLE VIII. AMENDMENTS
Section 1. Amendments. These by-laws may be amended or altered by the Advisory Board with two-thirds (2/3) vote at any regular or special meeting with a quorum present, provided the proposed amendment has been submitted in writing to the members at least seven (7) days prior to said meeting. Approval will also be required by the Gwinnett Coalition for Health and Human Services Board.

ARTICLE IX. DISSOLUTION
Section 1. Dissolution. In the event of dissolution of Literacy Gwinnett any residual assets or remaining funds will be turned over to the Gwinnett Coalition for Health and Human Services or as determined by the grantor of the funds. Dissolution and distribution of assets will be by majority vote of the Advisory Board.

ADOPTED BY ORIGINAL LITERACY GWINNETT STEERING/FORMATION COMMITTEE: DATE _October 30_, 2006

APPROVED BY GWINNETT COALITION FOR HEALTH AND HUMAN SERVICES BOARD: _Dec. 7_, 2006