BYLAWS OF THE NORTH CENTRAL ALL-HAZARDS EMERGENCY MANAGEMENT REGION BOARD OF DIRECTORS

(Serving Adams, Arapahoe, Boulder, Broomfield, Clear Creek, Denver, Douglas, Elbert, Gilpin, and Jefferson Counties).

These Bylaws govern the affairs of the Board of Directors (the Board) of the North Central All-Hazards Emergency Management Region (the Region). The Board has adopted these Bylaws without incorporation, yet acknowledging a necessity for operating of rules to provide continuity within the organization.

Article I
Objectives and Functions of the Board

1.01 Objectives of the Board.

1. To create and function as a representative body for the entire region in the efforts of Homeland Security and Emergency Incident Planning pursuant to Executive Order D 018 01 issued by the Governor of the State of Colorado.
2. Disseminate information in a timely manner to all of the regional interests as it relates to security and planning activities.
3. To hire or cause to be hired any recognized experts needed to assist with this project.
4. To evaluate any planning projects and approve invoices for work done within this scope.
5. To communicate regularly with the financial/fiscal agent as well as any members from the representative counties to ensure proper communication.

1.02 Functions of the Board.

1. Review, assess and approve risk assessments conducted within the region.
2. Review, assess and approve capability assessments conducted within the
   region.
3. Review and approve regional project priorities and, as necessary, budget
   modifications.
4. Monitor Regional capability development.
5. Promote the incorporation and daily use of NIMS & ICS across the Region.
6. To develop protocols for the proper use of federal grant funds to be utilized in the region for security, planning, exercises, training and equipment procurement.

 

Article II
Membership of the Board

2.01 Members.

The members of the North Central All-Hazards Emergency Management Regional Board shall be comprised of 2 representatives for each county within the region and one representative from the RETAC(s) operating within the Region.

2.02 Alternate Member.

Alternate members may be appointed by the board member. Said alternate shall have authority to act on behalf of and in the absence of the member.

2.03 Appointment.

Members shall be appointed in writing from the member - entity from one of the disciplines of emergency response/management listed below:

1. Law Enforcement
2. EMS- Fire Based
3. EMS- Non-Fire Based
4. Emergency Management
5. Fire
6. Public Health
7. Government Administration
8. Health Care
9. Hazardous Materials
10. Public Safety Communications
11. Public Works

2.04 Duties of Board Members.

The members shall timely perform such duties and take such actions as may time to time be required to conduct the business of the organization. The appointed Board member will provide representation for all of the responder agencies and organizations within the entity that he/she has been appointed from.

2.05 Term of Board Members.

A Board member will maintain his/her position on the NCR Board until that appointment is terminated or changed by the represented entity.

2.06 Compensation.

No member will receive compensation for their services as Members; however, members may be reimbursed for travel and lodging if such travel is pertinent to board activities, has been approved by the Board and funds are available for such purpose.

2.07 Withdrawal/Termination of Members.

Any member may withdraw upon written notice to the Board with advisory notice to the representative county. Any member may be terminated, expelled or suspended for actions deemed unethical or illegal under the generally recognized regulations governing public officials, upon 2/3 majority votes of members in attendance.

2.08 Vacancies.

In the event of a vacancy, a replacement will be requested from the affected county commission and/or county staff and from one of the disciplines listed in paragraph 2.03 above.

Article III
Meetings

3.01 Place of Meeting.

The Board may hold its meetings at such place or places, within the geographical area of the membership, as it may choose.

3.02 Regular Meetings.

Regular meetings of the Board shall be held whenever needed; but, as a minimum at least once a month. The time and place of the meeting shall be within the geographical area of the region and as determined by the Board. Notice of meeting shall be given to all Board members and alternates not less than three days prior to the meeting date.

3.03 Special Meetings.

Special meetings of the Board may be called at the request of the Chair of the NCR Board. Special meetings shall be at a place and time as the Chair may determine.

3.04 Quorum and Manner of Acting.

Except as otherwise provided by statute or by these Bylaws, a quorum for Board of Directors meetings shall consist of not less than 51% (12 members) representation of the Board. A quorum will be necessary for any transaction of business at any meeting and the act of a majority of the Board present at any meeting at which a quorum is present shall be deemed to be an act of the Board. In the absence of a quorum, a majority of the Board present may adjourn any meeting, and reconvene once a quorum is assembled, without giving further notice.

3.05 Meeting Attendance.

The policy of the Board is to require attendance at all Board meetings. On selected occasions, Board Members may elect to teleconference into Board meetings (with suitable notification and coordination). In the event a Board member misses three or more consecutive meetings, the Board may, if deemed appropriate, ask for the resignation of that member; or may take appropriate action against said member pursuant to paragraph 2.07 of these Bylaws.

3.06 Electronic Voting Procedures.

On occasion, it may be necessary to conduct a vote outside of the regularly scheduled NCR Board meetings to meet certain deadlines or to deal with time sensitive issues. When necessary, an electronic vote will be requested by the Board Chair. The Regional Homeland Security Coordinator will e-mail the Board voting members with the item to be voted on. The Board member will respond to the e-mail with his or her vote. If the designated Board member is not available and a proxy has been designated, then the proxy may vote on behalf of the regular Board member. All votes will have a final date and time assigned to them as to when the voting shall be completed. Any questions sent in regarding the voting issue shall be answered and sent to all Board members and designated proxies to ensure everyone is included on any additional information.
Once the vote is finalized, a tally sheet showing the name and vote of each member will be sent to the NCR Board. As in a meeting, quorum will need to be established to have the vote be official and binding. Votes will be recorded along with the outcome in a “Meeting Minutes Document”. The minutes created for electronic votes will be submitted for approval at the next scheduled NCR Board of Directors meeting.

3.07 Roberts Rules of Order.

All matters not covered by these By-Laws shall be governed by Robert’s Rules of Order.

Article IV
Officers

4.01 Officers and Staff.

There is to be elected from within the Board the following officers to ensure that business is conducted professionally and without interruption.

1. Chairperson. The Chairperson shall assume all duties normally associated with that office. He or she shall, when present, preside at all meetings of the Board. He or she shall ensure that all orders and resolutions of the Board are properly implemented; and, with the proper authorization by the Board, shall execute and deliver necessary documents and contracts in the name of the Board. The Chairperson is a non-voting member of the Board except in the cases of a tie vote in which case the Chair will cast the tie-breaking vote.
2. Vice Chairperson. Shall assist the Chair and carry out duties as prescribed by the Chair and/or the Board of Directors.  In the absence of the Chair, the Vice Chair shall preside at meetings of the Board.  When presiding as the Chair of a meeting of the Board, the Vice-Chair shall cast their vote as a member of Board.  Tie votes will be referred to the Chair for tie breaking as outlined in paragraph 4.01 A above.

4.02. Homeland Security Coordinator.

The coordinator shall conduct the day-to-day business as a representative agent for the region based upon the direction and guidance of the Board. He/she will ensure that all actions are pursued with a regional viewpoint and approach. The Coordinator will serve as the region’s primary liaison for all regional actions and subject areas to include homeland security operations planning, counter-terrorism planning, training coordination, exercise planning/execution, risk assessments and capability assessments. He/she will support the Chair/Vice-Chair as needed to execute regional business.

Article V
Transactions of the Board

5.01 Contracts.

The Board may authorize any officer of the Board to enter into a contract or to execute and to deliver any instrument in the name of and on behalf of the Board. An affirmative simple majority vote by the Board members present is required to approve any action by the Board.

5.02 Fiscal Agent.

The NCR will use a designated Fiscal Agent to provide the legal sufficiency required to execute financial transactions involving grant funds or any other type of funds provided to the Region. The Regional Fiscal Agent will ensure that all financial transactions are completed using generally accepted accounting practices (GAAP) and will provide financial expertise and oversight for the NCR. All financial transactions in support of Regional programs will follow the established financial and purchasing processes of the designated Fiscal Agent as outlined in the NCR Fiscal Agent Operating Procedures Handbook. In addition, the HS Coordinator will provide day to day guidance to the Fiscal Agent for the expenditure of NCR funds and will serve as the Region’s liaison between the Fiscal Agent and the State of Colorado as necessary.

5.03 Fiscal Agent Contracting.

The Board may delegate contracting authority to members of the Fiscal Agent’s jurisdiction in order to support the effective and efficient conduct of business on behalf of the NCR. The Board will assign these responsibilities through a resolution that will be recorded in the minutes of a regular or special meeting.

5.04 Minutes.

A record of proceedings of all meetings of the Board shall be kept in the form of meeting minutes. All minutes, once approved by the Board, shall be retained by the Homeland Security Coordinator.

5.05 Gifts.

The Board may accept on behalf of the region, any grants, gifts, bequests or devise for the general purpose or for a specific purpose of the Board.

Article VI
By Laws Adoption/Amendment

6.01 Adoption.

The minutes of the meeting at which a final vote of adoption is taken shall record the vote and, if required vote is achieved, shall serve in lieu of the signatures of voting members.

6.02 Amendment.

These bylaws may be amended by a minimum of 2/3 affirmative votes of the full Board membership after a proposed amendment has been presented at a regular or special NCR Board meeting.

APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE NORTH CENTRAL ALL-HAZARDS EMERGENCY MANAGEMENT REGION THIS
11th DAY OF SEPTEMBER 2014.

//Original Signed//
Ira. J. Rhodes, Chair