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ARTICLE I
NAME
The name of the corporation shall be The Dallas County Local Workforce
Development Board, Inc. The Board is a Texas nonprofit corporation
and shall be herein referred to variously as the Board or the corporation.
The Board has adopted the name "Workforce Solutions Greater Dallas"
as its dba and has duly filed appropriate documentation with the
office of the Secretary of State.
ARTICLE II
PURPOSE
PURPOSE - The purpose of Workforce Solutions Greater Dallas
is to provide policy guidance for, and exercise oversight with respect
to, activities under the consolidated workforce plan for the designated
workforce area service delivery area according to the provisions
of the Workforce Investment Act of 1998 (hereinafter referred to
as “WIA” or the “Act”), Workforce and Economic
Competitiveness Act (Title 10, Chapter 2308, et seq., Texas Government
Code), Texas legislation governing workforce development, S. B.
642 and amendments of H. B. 1863. The Board of Directors shall,
from time to time, adopt and publish mission and vision statements
of policy with respect to such ends and means as it shall determine
to be necessary or desirable to carry out its legislative mandates
and for such other charitable, educational, scientific or literary
purposes as the Board may determine by resolution adopted at a scheduled
meeting thereof.
ARTICLE III
NO MEMBERS-MANAGEMENT BY BOARD OF DIRECTORS
Pursuant to the Certificate of Incorporation, as amended, and to
Article 1396-2.08 of the Texas Nonprofit Corporation Act, Workforce Solutions Greater Dallas shall have no members, and its affairs shall be
managed by the Board of Directors.
ARTICLE IV
DIRECTORS
Section 4.1 Number. The membership
of the Workforce Solutions Greater Dallas Board of Directors ("Board")
shall be established in accordance with the WIA or its successors
and amendments, Texas legislation governing workforce development,
S. B. 642 and amendments of H. B. 1863, and shall be twenty-five
(25) members.
Section 4.2 Sector Representatives.
A majority of the Directors shall be appointed as representatives
of private business and industry.
Fifteen percent (15%) of the Directors shall represent organized
labor and/or community based organizations, and one Director shall
represent each of the following areas: educational agencies, rehabilitation
agencies, economic development agencies, public assistance agencies
and public employment services and such other categories as may,
from time to time, be designated by the Chief Elected Officials
or by rule or regulation of the Texas Workforce Commission.
Section 4.3 Ex-officio Members.
The Board may determine the need for and extend invitations to organizations
and agencies to designate representatives or observers to the Board
that the Board may by resolution deem necessary or advisable, in
addition to the appointed members, to serve in an advisory capacity.
Section 4.4 Term of Office and Term Limits.
Each Director shall be appointed initially for a three-year term.
Directors shall serve until their successors shall have been duly
appointed and qualified. Any replacement appointee to the Board
shall fill the unexpired term of the Director such appointee has
replaced.
Section 4.5 Resignation and Removal.
Any Director may resign at any time by giving written notice to
the Chairman. In the event of the resignation, death or removal
of any Director, the open nominating process shall be utilized to
fill the vacancy. Absences shall be reviewed quarterly by the Chairman
of the Board. Any Director who has not attended four (4) regularly
scheduled Workforce Solutions Greater Dallas meetings during one (1) calendar
year, unless such absences are excused by the Chairman, shall be
removed. Any Director who no longer represents the category for
which he/she was originally appointed shall be required to resign
his/her appointment effective as of the date of change of status.
In addition, a Director may be removed for cause as determined by
a majority of the Directors, pursuant to Texas legislation governing
workforce development, S. B. 642 and amendments of H.B. 1863 (or
as required by applicable law or regulation).
Section 4.6 Compensation. Directors,
as such, shall serve without compensation; provided, however, nothing
in this section shall prohibit reimbursement as a Director for reasonable
expenses incurred during the course of Workforce Solutions Greater Dallas
activities, provided prior approval has been obtained pursuant to
such policies as the Board may from time to time by resolution approve.
Section 4.7 Role of Board of Directors. The Board,
individual Directors, and Board staff shall manage the affairs of
Workforce Solutions Greater Dallas, but shall not directly control the
daily activities of service contractors of the Board.
ARTICLE V
OFFICERS
Section 5.1 Officers. The officers
of Workforce Solutions Greater Dallas shall be the Chairman of the Board,
a Vice Chair, a Past Chair, a Secretary, a Treasurer, and the President
("officer" or collectively referred to as the "officers").
All officers except the President and Secretary shall be voting
members of the Board. The President and the Secretary shall be nonvoting,
ex-officio members of the Board. The Board of Directors may elect
or appoint such other officers, including one or more assistant
secretaries and one or more assistant treasurers, as it shall deem
desirable, such officers to have the authority and perform the duties
prescribed, from time to time, by the Board of Directors (also collectively
referred to as the "officers"). Any two or more offices
may be held by the same person, except the offices of President
and Secretary.
Section 5.2 Term of Office. Each
officer, other than the President and Secretary (who shall be full
time paid executives), shall be elected by the Board to a one (1)
calendar year term and shall be eligible for reelection; provided,
however, the Chairman of the Board shall not hold this office for
more than two (2) consecutive terms. The election of officers shall
be held at a regularly scheduled Board meeting in the last quarter
of each calendar year. Outgoing officers will retain their offices
and duties until their successors have been duly elected and qualified.
Section 5.3 Resignation, Replacement and
Removal. Any officer (except for the President) may resign
at any time by giving written notice of such resignation to the
Secretary of the Board. Vacancies, however created, shall be filled
as soon as practicable by appointment as originally appointed pursuant
to the Act. Any officers, except the President, may be removed from
office with or without cause, by a majority vote of Directors present
and voting.
Section 5.4 Chairman of the Board.
The Chairman of the Board shall be elected from among the representatives
of private industry members of the Board in accordance with Section
117(b)(5) of the Act. The Chairman of the Board shall preside at
all meetings of Workforce Solutions Greater Dallas and shall appoint the
members of all ad hoc committees, and shall be an ex-officio member
of all committees. The Chairman of the Board or a representative
appointed by the Chairman shall represent Workforce Solutions Greater Dallas at state, national and regional meetings concerning workforce
development and other business of the Board.
Section 5.5 Vice Chair. The Vice
Chair shall act in lieu of the Chair in the event of the Chair's
absence, resignation or incapacity, and shall exercise all authority
and assume all responsibility of the Chair for so long as such absence,
resignation or incapacity shall remain in effect. The Vice Chair
shall be the presumptive successor to the Chair, subject to reconfirmation
by the Board at the next regular meeting of the Board called for
election of officers. If the Vice Chair shall not be so reconfirmed,
the Nominating Committee, or if there be none, the Immediate Past
Chair, shall submit nominations for Chair to be acted upon at a
Special Meeting of the Board called therefor to be held as soon
as practicable.
Section 5.6 Past Chair. The Past
Chair shall assist the Chair in carrying out the Strategic Plan
of the Board and in such other ways as the Chair may deem advisable.
The Past Chair shall be the third in line of authority and shall,
in case of the absence, resignation or incapacity of the Chair and
Vice Chair, act in the same manner as herein provided for the Vice
Chair.
Section 5.7 Secretary. The Secretary
shall keep the minutes of the meetings of the Board of Directors
in one or more books provided for that purpose; see that all notices
are duly given in accordance with the provision of these Bylaws
or as required by law; be custodian of the corporate records and
of the seal of the Corporation and see that the seal of the Corporation
is affixed to all documents, the execution of which on behalf of
the Corporation under its seal is duly authorized in accordance
with the provisions of these Bylaws; keep a register of the post
office and street addresses of each Director which shall be furnished
to the Secretary by such Director, and in general perform all duties
reasonably related to such office as from time to time may be assigned
by the Board of Directors.
Section 5.8 Treasurer. The Treasurer
shall present or cause the presentation of quarterly financial reports,
an annual financial report, and an annual external audit each year
to the Board and shall serve as needed as an ex-officio member of
any committee to review and advise on program funding matters. The
Treasurer shall also review audit reports of Workforce Solutions Greater Dallas programs and report on such matters as may be deemed necessary
or advisable by the Chairman or by resolution adopted by a majority
of the Directors. He/She shall oversee the contracting and/or employment
of an independent internal auditor responsible to the Board of Directors.
The Treasurer shall perform such other duties as may be assigned
to him/her from time to time by the Chairman.
Section 5.9 President. The President
shall be the chief executive officer of Workforce Solutions Greater Dallas
and shall be an ex-officio member of the Board of Directors. The
President shall be directed by and accountable to the Board of Directors
as a committee of the whole, as may be expressed by direction through
the Chairman or Vice Chair, acting in the Chairman's stead. As chief
executive officer, the President shall have broad authority to carry
out day-to-day operations of Workforce Solutions Greater Dallas in compliance
with all applicable laws and regulations and policies and procedures
consistent therewith adopted by the Board of Directors.
At the request of the Chairman, the President shall also cause
to be prepared the minutes of meetings of the Board of Directors
or any committee thereof duly appointed by the Chairman, and such
other reports, documents and data as may be necessary or desirable
to facilitate the management functions of the Board.
The President shall hold office until his or her successor is
chosen and qualified by the Board. After providing the appropriate
notice required under Sections 6.3 an 6.4 of these Bylaws, any President
elected or appointed by the Board may be removed at any time by
the affirmative vote of a simple majority of the Board. The President
may resign at any time by giving notice to the Chairman. Any such
resignation shall take effect at the date of receipt of such notice
or at any later date specified therein; provided that the Board
may designate an effective date for such resignation which is earlier
than the date specified in such notice but which is not earlier
than the date of receipt of such notice; and, unless otherwise specified
therein, the acceptance of such resignation shall not be necessary
to make it effective. In the event of such resignation, the President
will, whenever possible and practical, take into consideration the
need for an orderly transition of the duties of the President and
will provide as much notice to the Board as is reasonably possible
before such resignation is be effective. Any vacancy occurring in
the office of the President shall be promptly filled by the Board.
The Board may appoint or elect an interim President for any vacancy
in the office of the President because of death, resignation, removal,
or any other cause and such interim appointment shall be for the
unexpired portion of the term for the vacated office of the President.
Section 5.10 Compensation of Officers
– The President shall be a full time paid executive
with a salary fixed by the Board annually. The President shall be
the only paid Officer.
ARTICLE VI
MEETINGS
Section 6.1 Regular Meetings.
Workforce Solutions Greater Dallas shall meet at least once in each calendar
quarter as determined by resolution adopted by a majority of Directors.
Section 6.2 Special Meetings.
Special meetings of the Board may be called at any time by the Chairman
of the Board or shall be called by the Chairman on the written request
of no less than 20% of the number of Directors serving at the time
the request is made.
Section 6.3 Notice of Meetings. Notice of the time,
place and purpose of any regular meeting of Workforce Solutions Greater Dallas shall be served upon each member either personally or by
mail or telephone or facsimile transmission (including e-mail),
not less than ten (10) nor more than thirty (30) calendar days before
each meeting. Notices given by electronic means shall be confirmed
by copies of such notice deposited in regular U. S. Mail and shall
be deemed delivered when so deposited, postage paid. Notice of special
meetings shall be served in the manner described above no less than
seventy-two (72) hours before such meetings. Any such notice may
be expressly waived by any members either before, or at the meeting
or after the meeting for which notice has been waived.
Section 6.4 Public Notice of Meetings.
All meetings of Workforce Solutions Greater Dallas at which its business
will be conducted shall be held in public. Participation in the
meetings by any individual, other than Directors, shall be at the
discretion of the Chairman of the Board in accordance with Section
6.7 hereof. The public desiring to so participate shall notify the
Chairman of the Board before the meeting of the subject such individual
wishes to address.
Meetings shall be held and conducted in compliance with the requirements
of Article 551.041 of Texas Government Code, including, without
limitation, publication of an agenda as part of the notice thereof.
Section 6.5 Quorum. At all meetings
of the Board, a majority of its members shall constitute a quorum
required to transact business, but less than quorum may adjourn
a meeting from time to time without further notice until a quorum
is present.
In determining a quorum, the number of Directors shall be considered
that number which are duly serving as Directors of Workforce Solutions Greater Dallas. Any vacancies which may exist shall not be counted
in determining the total number of Directors.
Section 6.6 Vote. Each Director
shall be entitled to one vote, and any act of a majority of the
Directors present and voting at the meeting shall constitute the
act of the Board. Attendance and voting by proxy is prohibited.
Section 6.7 Public Meeting Procedure. The Chairman,
to facilitate the expeditious treatment of routine business, may
authorize the preparation of a consent agenda containing items proposed
by the President and/or any Director for which background information
shall have been furnished for Director's review at or prior to the
meeting. Upon the call for the question on any or all items on such
consent agenda, any Director may request any item to be placed for
consideration by the Board on an individual basis.
Section 6.8 Voting Procedure.
Voting Procedure. All official action of the Board shall be by majority
vote of a quorum of the Board unless a greater than majority vote
shall be required in these Bylaws or by applicable law. The Chairman
shall conduct the business of the meeting upon motions made and
seconded by Directors and after such full discussion as the Directors
may deem appropriate. In case of dispute as to proper procedure
to be followed in any matter of official business, the rules contained
in the latest published edition of Roberts Rules of Order
shall apply.
ARTICLE VII
COMMITTEES
Committees may be appointed by the Chairman of the Board in his
or her discretion for such purposes and duration as he or she may
deem appropriate to the business of Workforce Solutions Greater Dallas.
The Chairman of the Board shall be an ex-officio member of all committees.
There shall be no standing committees.
ARTICLE VIII
CONFLICT OF INTEREST
Section 8.1 Financial Interests.
All officers and Directors shall conduct themselves so as to avoid
any conflict of interest or any appearance of a conflict of interest
with the activities, policies, operations, and interests of all
programs operated by Workforce Solutions Greater Dallas. Officers and
Directors shall not directly control the daily activities of Workforce Solutions Greater Dallas’s providers of training services. For purposes
of Article VIII, “conflict of interest” is defined a
circumstance in which an Agency employee, Board employee, workforce
service contractor, or workforce service contractor’s employee
is in a decision-making position and has a direct or indirect interest,
particularly a financial interest, that influences the individual’s
ability to perform job duties and fulfill responsibilities, “Appearance
of a conflict of interest” is defined as a circumstance in
which an Agency employee, Board member, Board employee, workforce
service contractor, or workforce service contractor employee’s
action appears to be : (a) influenced by considerations of one or
more of the following: gain to the person, entity, or organization
for which the person has an employment interest, substantial financial
interest, or other interest, whether direct or indirect (other than
those consistent with the terms of the contract); or (b) motivated
by design to gain improper influence over the Commission, Agency
or the Board.
Section 8.2 Contracts Prohibited.
Officers, Directors and their immediate families, businesses or
organization that a Director represents on the Board, businesses,
organizations or institutions in which a Director has a substantial
financial interest, and employees of the Board shall be precluded,
absent a waiver, from contracting with Workforce Solutions Greater Dallas
or from submitting proposals to provide training services. However,
this prohibition does not apply to public education agencies, such
as community colleges and independent school districts that have
Board members, former Board members, or former Board employees who
are representatives of educational agencies, including community
colleges and secondary and postsecondary practitioners representing
vocational education, that are representative of all educational
agencies in the service delivery area.
For the purposes of programs authorized and contracted by the state,
the Board, individual directors, and board staff shall not directly
deliver or determine eligibility for workforce services in the local
workforce area nor shall the Board contract with a Board director;
a business, organization or institution that a Board director represents
on the Board; Board member’s business, organization or institution
in which a Board Director has a substantial financial interest;
or Board employees for such services.
Section 8.3 No Solicitations.
Officers and Directors will neither solicit nor accept for personal
benefit or the benefit of their immediate family, gratuities, favors,
loans or anything of monetary value greater than $50 from contractors,
potential contractors, or parties to the subagreements. All such
items or offers to provide them shall be reported to the Chairman
of the Board in writing promptly upon receipt thereof.
Section 8.4 Disclosure of Interest; Abstentions.
Prior to taking office, Officers and Directors shall declare in
writing all business interests held by them, including, without
limitations, partnership interests and corporate stock ownership,
both private and publicly traded, and any relationship and the nature
of the relationship they, and/or their immediate families, have
with a business or organization which has received, currently receives,
or is likely to receive any funding from Workforce Solutions Greater Dallas.
The declaration shall be made annually and updated within five (5)
business days whenever there is a change. The Chairman shall appoint
an individual to review the disclosure information and advise the
Chairman of the Board and the appropriate Officer or Director in
writing as to real or apparent conflicts of interest. In the event
that a Director and/or his immediate family member has any interest
in or a relationship to a business entity, organization, or property
that would be pecuniarily affected by an official Workforce Solutions Greater Dallas action, such Director shall disclose, before a discussion,
vote or decision on the matter the nature and the extent of such
interest and shall abstain from any discussion or vote on that matter.
All abstentions related to conflict of interest must be recorded
and reflected in the minutes of the Board meeting.
Section 8.5 Revolving Door Rule.
Upon termination or completion of term, a former Board director
or Board employee, or any organization with which the former Board
director or Board employee is or becomes affiliated shall be subject
to the rules of this Article VIII for the entire following year
(12 months).
Former Board directors or former Board employees who were in a
Board decision-making position and shall not be employed with the
Board’s workforce service contractors for the twelve months
following separation from the Board. If there is only an appearance,
not an actual conflict, the Board may provide, in an open meeting,
exception by a 2/3 majority vote of those present.
Section 8.6 Violations; Penalties. The first violation
of the conflict of interest provisions contained in these Bylaws
will result in the forfeiture of the funds awarded to the interested
recipient of funds. A recipient forfeiting funds under this provision
shall be obligated to return the funds within five (5) business
days. The second violation of the conflict of interest provisions
will result not only in the forfeiture of funds, but will disqualify
the contractor from submitting any contract proposals for the remainder
of the current program year as well as the subsequent program year.
All such violations shall subject the Board member in question to
the provision in these Bylaws for removal for cause.
Section 8.7 Code of Ethics Adoption.
The Board may adopt and modify from time to time, in the Boards
sole discretion, a written code of ethics (Code of Ethics) regarding
the business ethics standards to be followed by the Workforce Solutions Greater Dallas Board, its officers, employees and agents. Any Code
of Conduct adopted by Workforce Solutions Greater Dallas will specifically
include, a violation reporting procedure and delineated penalties
for violations as well as appropriately addressing the conflict
of interest conduct standards set forth in this Section 8.
ARTICLE IX
INDEMNIFICATION
The Corporation shall indemnify the Directors of the Corporation
to the fullest extent permitted by law, including, but not limited
to, Article 2.22A of the Texas Non-Profit Corporation Act and the
Internal Revenue Code of 1986, including Chapter 42 thereof, and
their respective successor statutes.
The Corporation may, to the extent the Board of Directors may deem
advisable, indemnify Officers of the Corporation, or any person
having powers or responsibilities similar to those of Officers,
to the fullest extent permitted by law.
The Corporation may, to the extent the Board of Directors may deem
advisable, purchase and maintain insurance on behalf of any person
who is or was a Director, Officer, employee, or agent of the Corporation,
or is or was serving at the request of the Corporation as a Director,
Officer, employee, or agent of another corporation, partnership,
joint venture, trust, or other enterprise against any liability
asserted against him and incurred by him in any such capacity or
arising out of his status as such, to the fullest extent permitted
by law.
ARTICLE X
MODIFICATION AND AMENDMENT
These Bylaws shall require a two-thirds (2/3) affirmative vote
of the membership of Workforce Solutions Greater Dallas present and voting
at a duly held meeting at which a quorum is present and acting throughout
to approve any modification, amendment, termination, or repeal.
Notice of such a vote along with copies of proposed changes shall
be forwarded with the notice of the meeting.
ARTICLE XI
DONATIONS AND CONTRIBUTIONS
Members of the Board may solicit and accept on behalf of the Corporation,
gifts, bequests, or contributions in accordance with the general
purposes of the Corporation.
ARTICLE XII
AVAILABILITY OF RECORDS TO THE PUBLIC
All records, books, and annual reports of the financial activity
of the Corporation shall be kept at the administrative offices of
the Corporation in the State of Texas for at least three years after
closing of each fiscal year and shall be available to the public
for inspection and copying during normal business hours in compliance
with the Texas Open Records Act (Govt. Code Section 551.001 et.seq.).
The Corporation may charge for the reasonable expense of preparing
a copy.
ADOPTION OF THE BYLAWS
The forgoing Amended and Restated Bylaws were adopted by the Board
of Directors of Workforce Solutions Greater Dallas present and voting
at the meeting held on February 16, 2005, in accordance with Article
X.
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