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BY-LAWS
of the
EASTERN WORKFORCE INVESTMENT BOARD
The
name of this organization shall be
Eastern Workforce Investment Board, Inc.,
(hereinafter referred to as “BOARD”) and shall
be comprised of the counties that make up the
Workforce Investment Area defined by three labor
market areas: Okmulgee County LMA 18, McIntosh,
Muskogee, Wagoner Counties LMA 22, Adair,
Cherokee, Sequoyah Counties LMA 24, recognized
by the Governor of the State of Oklahoma. This
will be a nonprofit corporation incorporated
under the laws of the State of Oklahoma and
recognized by the Oklahoma Employment Security
Commission, the State Workforce Investment Board
and the Governor as the proper body to carry out
the purposes and functions set out in these
by-laws.
The
BOARD will establish a principal office in
Muskogee, Oklahoma.
This corporation shall operate as a non-stock
directorship entity on a 501(c)(3), not for
profit basis pursuant to all of the rights and
privileges described in the Oklahoma General
Corporation Act, as amended or superseded.
The BOARD is established
in compliance with the Workforce Investment Act
of 1998 (Public Law 105-220, August 7, 1998) to
act as a full partner with local elected
officials in setting policy and overseeing
Workforce Investment Programs in the Workforce
Investment Area.
For the mission above set forth, this
corporation shall be engaged in the business of
creating a workforce development system that
aligns the business, educational and government
sectors toward common objectives leading to job
growth, employee productivity and employer
satisfaction.
a)
Observe all local, state and federal laws
which apply to a non-profit organization as
defined in section 501 (c) (3) of the Internal
Revenue code;
b)
Shall not provide core services,
intensive services, or training services through
a one-stop delivery system as described in the
Workforce Investment Act, section 134(c) and
134(d)(2)(3) unless through the agreement of the
Chief Local Elected Official and the Governor.
The number of members of the BOARD shall be
determined by the Chief Local Elected Official
(CLEO), or by the Governor in the absence of any
required agreement with the CLEO. Thereafter,
the BOARD, in partnership with the CLEO shall
determine the number of members of the BOARD.
Business representatives shall be at a minimum
51% of the BOARD’s members. The BOARD’s
business representatives shall consist of
representatives of the area’s major employers as
well as smaller employers, which are
geographically representative of the employment
opportunities within the local labor market.
These business members shall also represent
businesses with employment opportunities that
reflect the employment opportunities of the
Workforce Investment Area. Businesses, as
defined by the Governor, shall include both
public and business sector employers.
A
member of a local board may not vote on a matter
under consideration by the local board
regarding the provision of services by such
member or by an entity that such member
represents. No employee of an organization that
is under contract with the Board to provide
services may set as a regular voting member of
the Board.
Other BOARD members shall consist, at a minimum,
from the following entities or programs:
-2 representatives from labor organizations
-2 representatives from the local education
system
-2 representatives from Community Based
Organizations (one must represent individuals
with disabilities and one must represent
Veterans)
-2 representatives from Economic Development
Agencies (including a private sector economic
development entity)
-1 representative from the WIA Title I
program
-1 representative from the WtW program
-1 representative from the Oklahoma Dept. of
Human Services
-1 representative from the Oklahoma Employment
Security Commission
-1 representative from the Adult Basic Education
and Literacy program
-1 representative from the Post-Secondary Carl
D. Perkins Vocational and Applied Technology
education program.
-1 representative from the Oklahoma Dept. of
Rehabilitation Services
-1 representative from other WIA Title I job
training or employment programs within the
Workforce Investment Area. (e.g., Tribal
governments, Job Corps, or Migrant-Seasonal Farm
Worker program operators.)
-1 representative from Community Service Block
Grants (employment and training)
-1 representative from the Title V Senior
Community Services Employment Program.
-1 representative from the Housing and Urban
Development Employment and Training Program
-1 representative from the LEO consortium
agreement
- other individuals or representatives of
entities as the Chief Local Elected Officials
determine to be appropriate.
Members of the BOARD shall be individuals with
optimum policy making authority within the
organizations, agencies, or entities, which
BOARD members are representing. Business
representatives shall be owners of businesses,
chief executives or operating officers, or other
executives or employers with optimum policy
making or hiring authority.
Appointment to membership shall be in accordance
with the following procedures:
(i)
Business Representatives
1)
Eligible nominees shall be owners of
business, or chief executives or operating
officers, or other executives or employers with
optimum policy making or hiring authority.
Business shall include both public and private
sector employers.
2)
In the
event the WIA Board or WIA Board staff cannot
furnish adequate nominations, the CLEO may
secure nominations from other business or trade
associations.
3)
Up to three (3) nominations may be
requested for every two (2) business
appointments.
(ii)
Public Sector/Labor Representatives
1)
Representatives of the public/labor
organizations shall be nominated by the
following entities as appropriate:
|
Labor
Representatives |
State or
Regional Labor Boards |
|
Local
education system |
Nominated
by State Regents and/or local
educational entities |
|
Community
Based Organizations |
Nominated
by Local Organizations |
|
Economic
Development |
Nominated
by Local Organizations or ODOC
|
|
WIA Title
I Program |
Appointed
by CLEO |
|
Dept of
Human Services |
|
|
Employment Security Commission |
Designated by State Agency Director |
|
Adult
Basic Education |
Designated by State Superintendent of
Schools |
|
Carl D.
Perkins Vo-Tech |
Nominated
by program operators. |
|
Dept of
Rehabilitation Services |
Designated by State Agency Director |
|
Other WIA
Title I Programs |
|
|
Community
Service Block Grants |
Nominated
by program operators |
|
Title V
Senior Community Services |
Nominated
by program operators |
|
HUD-
Employment & Training |
Nominated
by program operators |
|
Other
Individuals
CLEO |
Appointed
by CLEO
|
2)
Members of the BOARD that represent
organizations, agencies, or other entities shall
be individuals with optimum policy making
authority within the organizations, agencies, or
entities.
a)
Appointment of the BOARD members shall be
made by the Chief Local Elected Official of the
Workforce Investment Area and the appointments
shall be made from the nominations received.
b)
The membership composition and
nomination/selection process for the BOARD shall
be certified by the Governor.
c)
Replacement members shall be selected and
appointed in accordance with these procedures.
BOARD members shall be appointed for three-year
terms on a staggered basis. Initial
appointments of the BOARD will begin with
staggered one, two, and three year terms.
Members shall continue to serve until a
replacement is selected. Should a vacancy occur
during a term of office, reappointments will be
made for the duration of that term. All initial
terms of office shall begin on July 1.
Members may be removed for good cause by a
majority vote of the BOARD membership. Good
cause is defined as:
No individual as such shall have vested rights
of any nature whatsoever in and to any assets of
the corporation.
BOARD members shall select the Chairperson, Vice
Chairperson, and First Vice-Chairperson from
members of the business representatives.
Task forces, with representation from each LMA,
shall be created as deemed necessary by the
Chairperson of the BOARD. The Chairperson shall
instruct the task forces to convene and develop
the objectives and membership criteria for new
task forces.
The chairperson of each task force shall be a
business representative and all members shall be
appointed by the BOARD Chairperson. The BOARD
shall emphasize the use of task forces that are
task bound and time bound ad hoc committees.
The tenure of any officer of the BOARD shall be
one year. This does not disqualify such
officers for reelection to the same or other
positions.
The BOARD shall recruit and employ staff
necessary to carry out its functions.
The Executive Committee shall be authorized to:
(i)
Make policy decisions necessary during
the interim period between BOARD meetings. Any
such decisions made shall be brought before the
BOARD membership at its next meeting.
The membership of the Executive Committee shall
be comprised of:
(i)
The BOARD Chairperson, Vice-Chairperson,
First Vice-Chairperson, and immediate past
Chairperson, the CLEO, and business
representatives from each labor market area.
(ii)
Three public/labor representatives with
one from each LMA.
The Executive Committee members shall be
nominated by the BOARD Chair and approved by a
majority of the BOARD.
Each Executive Committee member
must be a member of the BOARD.
The
tenure of any Executive Committee member shall
be one year, with the exception of the immediate
past Chairperson. This does not disqualify such
officers for re-election to the same or other
positions.
All initial terms of office shall begin on July
1. All terms of office end on June 30th.
Should a vacancy occur during a term of office,
reappointments shall be made for the duration of
that term. Members shall continue to serve
until a replacement is selected.
Removal form the Executive Committee shall be
done in the same manner as removal from the
BOARD.
A majority of the Executive Committee membership
must be present to constitute a quorum.
A majority of the business representatives
present must be in agreement on any action
taken.
(f)
Meetings of the Executive Committee shall be
held as needed. The location, date, and time of
the meetings will be determined by the
Chairperson.
Section 4.06
STANDING COMMITTEES
Standing Committees, with representation from
each LMA, shall be created as deemed necessary
by the Chairperson of the BOARD. The
Chairperson shall instruct the standing
committees to convene and develop the objectives
and membership criteria for new standing
committees.
The chairperson of each standing committee shall
be a business representative.
Standing Committee members shall be appointed by
the Board chair. All terms end on June 30th.
(a)
Membership
Each organization providing customer services
via a service provision contract funded through
WIA programs shall appoint an individual with
optimum policy-making authority to act as
representative to the Board.
(b)
Role of Ex officio Member
(i)
Ex officio Member will represent
Contracted Service Provider participating in
Board discussions.
(ii)
Ex officio Member will be excluded in the
establishment of a quorum.
(iii)
Ex officio Member will be excluded from
Board voting privileges.
Section 5.01
ROLE AND RESPONSIBILITIES
The BOARD shall develop a vision for and to
continuously improve workforce-related customer
services in the Workforce Investment Area and
shall:
a)
Guide the development and analysis of
long-term regional labor market information,
trends and demographics;
b)
Collect information upon all regional
resources available, public and private, to meet
employer needs for a skilled workforce;
c)
Develop, for review and approval by chief
local elected officials, (CLEOs) a regional
strategic plan, refocusing resources as
necessary to best meet regional needs;
d)
Certify one or more Workforce Centers,
subject to CLEO review and approval.
e)
Develop, subject to CLEO review and
approval, a budget for the regional workforce
investment system;
f)
Select local workforce system operators.
Operator selection is subject to CLEO review and
approval;
g)
Procure and select youth and adult
service providers subject to CLEO review and
approval.
h)
Negotiate, subject to CLEO review and
approval, and ensure the meeting of regional
performance measures;
i)
Negotiate performance measures for each
labor market area in the area;
j)
Screen and recommend eligible training
providers for inclusion or retention on the
statewide list of training providers eligible
for Individual Training Accounts;
k)
Coordinate regional workforce system
activities with regional economic development
activities;
l)
Share information with employers, local
elected officials, partner agencies, community
organizations and the public concerning WIA
Board meetings and regional workforce system
development;
m)
Provide technical assistance to the local
workforce systems to ensure a workforce system
exists that supports local demand driven
flexibliity.
n)
The Executive Committee in concert with
the BOARD shall determine the official
depository of corporation funds, subject to
approval of the BOARD at the next regular
meeting
o)
The BOARD shall be responsible for hiring
and firing of the Executive Director upon
recommendations from the Executive Committee.
The quorum of the BOARD for this purpose shall
consist of a majority of the BOARD membership.
A majority of the business
representatives present must be in agreement on
any action taken.
p)
The BOARD shall develop and approve all
policies for the purpose of BOARD staff to
conduct daily operations (fiscal, monitoring,
procurement, personnel, travel, etc.) as deemed
necessary.
q)
Upon recommendation of the Executive
Director, the BOARD shall dismiss for good cause
any member of the staff.
r)
Upon recommendation of the Executive
Director, the BOARD shall hire such staff as
necessary to fill vacancies or fill approved
positions that may become necessary.
s)
The BOARD shall designate the CLEO,
Chair, Vice Chair, Executive Director, and
a member of the EWIB staff if necessary,
to sign the corporation checks and all documents
necessary for the operation of the
organization.
The BOARD shall establish or adopt rules which
assure full staff accountability in matters
governed by law, regulations or agency policy.
The BOARD shall provide for public access to
information, including but not limited to public
hearings at the request of appropriate community
groups, and public access to books and records
of the agency or other agencies engaged in
program activities or operations involving the
use of authority or funds for which it is
responsible. The BOARD will operate in full
compliance of the Oklahoma Open Meeting and Open
Records Act. The Board will submit official
correspondence to the principal office when
performing statutory duties.
The BOARD shall adopt for itself and other
agencies using funds or exercising authority for
which it is responsible the following
operational requirements, which are to be
written and disseminated to all staff.
The purpose of BOARD meetings is strategic
discussion and decision-making. Information
exchange is to be handled through committee/task
force meetings and pre-meeting materials.
The Chairperson shall preside at all meetings of
the BOARD which he/she attends.
The Vice-Chairperson shall, in the absence of
the Chairperson, perform the duties and exercise
the powers of the Chairperson.
The First Vice-Chairperson shall, in the absence
of the Chairperson and the Vice-Chairperson,
perform the duties and exercise the powers of
the Chairperson.
The CLEO shall, in the absence of the
Chairperson, the Vice-Chairperson, and the First
Vice-Chairperson, perform the duties and
exercise the powers of the Chairperson.
The business of any meeting shall be limited to
the stated agenda of that meeting.
Regular meetings of the BOARD shall be held at
5:00 pm on the third Monday of the second month
of each quarter. The location of these meetings
may alternate among each of the three LMA’s.
The exact location within the LMA will be
determined by the Chairperson.
Special meetings of the BOARD may be called by
the Chairperson at such time and place and for
such purposes as the Chairperson shall deem
necessary.
Special meetings of the BOARD may also be called
upon by the request of at least one-third of
the members of the BOARD.
A quorum to hire or fire the Executive Director
shall require
a majority of the BOARD membership. A majority
of the business representatives present must be
in agreement on any action taken.
A quorum to amend the BOARD By-Laws shall
require a majority of the BOARD membership.
A majority of the business representatives
present must be in agreement on any action
taken.
Written notice of regular and special meetings
of the BOARD shall be given to each member at
least three days prior to the date of the
meeting. The notice shall include a copy of the
agenda for the meeting. Notice shall be deemed
duly given when mailed, emailed, or faxed to
each member of the BOARD at his/her known
address, email address, or faxed number as
appears on the records of the BOARD.
All Meetings shall adhere to the Open Meeting
Act.
All annual, regular, and special meetings shall
be open to the general public except those
meetings which intend to only address sensitive
personnel actions. All votes cast by each member
must be publicly cast and recorded. Voice votes
are acceptable but minutes must indicate that
there was a unanimous vote. If there is a
dissenting vote, the name of the person voting
must be recorded. Names of persons abstaining
from voting and the reason for abstention must
be recorded.
The minutes of each meeting shall be prepared
and distributed to the BOARD members at least
three days prior to the next meeting. The
minutes of each meeting and any corrections
thereof, duly adopted, shall be signed by the
presiding officer.
The rules of the order shall be as follows:
a)
Call to Order
b)
Roll Call (quorum check)
c)
Reading and Approval of the Minutes
d)
Executive Director’s Report and financial
reports
e)
Reports of Special Committees
f)
Election of Officers (when required)
g)
New business, unfinished business or old
business
h)
Adjournment
Meetings of the BOARD shall adhere to the
Oklahoma Open Meeting Act and be conducted
according to procedures contained in Robert’s
Rules of Order, Revised unless such
procedures are in conflict with the BOARD’s
By-Laws, in which case the BOARD’s By-Laws shall
prevail.
WIA
Section 117(g)
Conflict of Interest.--A member of a local board
may not—
(1) vote on a matter under consideration by the
local board--
(A) regarding the provision of
services by such member (or by an entity that
such member represents); or
(B) that would provide direct
financial benefit to such member or the
immediate family of such member; or
(2) engage in any other activity
determined by the Governor to constitute a
conflict of interest as specified in the State
plan.
This Code of Conduct sets forth standards
governing the performance of members of the
BOARD and officers, employees, and agents of the
BOARD who are engaged in the award and
administration of contracts and purchases.
For the purpose of this policy, “immediate
family members” includes the spouse, son,
son-in-law, daughter, daughter-in-law, mother,
mother-in-law, father, father-in-law, brother,
brother-in-law, sister, sister-in-law, aunt,
uncle, niece, nephew, stepparent, stepchild,
grandparent, and grandchild.
BOARD members must declare, on the record,
possible conflicts of interest when:
(c)
Or other matters as it pertains to WIA
Section 117(g) Conflict of Interest.
No BOARD member shall cast a vote on the
provision of services by that member (or any
organization which that member directly
represents) or vote on a matter, which would
provide a direct financial benefit to that
member. No BOARD member shall cast a vote on
the provision of services by any person or
organization who is in direct competition with a
proposal or bid, which would provide direct
financial benefit to the member.
No BOARD member or BOARD employee, officer, or
agent shall participate in decisions about
contracts with the organization he or she
represents or from which they receive direct
financial benefit, including direct family
members. Participation includes discussion,
lobbying, rating, scoring, recommending,
explaining, or assisting in the design or
approval of the procurement process.
Participation also includes negotiation of any
contract on behalf of the organization that
he/she represents.
Violations of this code shall be determined by
the BOARD pursuant to the BOARD’s Grievance
Procedure. After the hearing, the BOARD will
prescribe appropriate disciplinary action.
Willful violations by a BOARD member shall
result in removal form the BOARD.
All violations by staff shall be subject to the
Personnel Policy after a determination that the
violations was or was not willful or serious.
Pursuant to the grievance process, any person
who is dissatisfied with the determination may
be entitled to remedies available through the
grievance process.
The BOARD will procure necessary program
facilities, goods and services from competent
and reliable suppliers.
These by-laws may be changed in part or in their
entirety by a majority of the BOARD membership,
at a duly called meeting provided notice of
proposed change or changes have been provided by
the chairperson to each member of the BOARD no
less than three (3) days prior to the meeting.
A majority of the business representatives
present must be in agreement on any action
taken.
Certain limited sections shall be changed
subject to a majority vote when specifically
stated within that article.
All amendments, alterations, or revisions of
these by-laws shall be promptly transmitted to
the Oklahoma Employment Security Commission.
Dissolution of this corporation shall be in
compliance with the laws of the State of
Oklahoma and those pertinent requirements and
regulations of the Oklahoma Employment Security
Commission.
The disposition of all property and assets of
this corporation shall be in accordance with the
guidelines of the Oklahoma Employment Security
Commission.
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