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BYLAWS of Heartland Works, Inc. ARTICLE I Name of Organization The name of this organization is Heartland Works, Inc., a private non-profit Kansas corporation governed by a Board of Directors which also serves as the local Workforce Investment Board ("WIB") for the geographic area included within the Counties of Osage, Shawnee, Douglas, Franklin, Jefferson, Jackson, Pottawatomie, Riley, Wabaunsee, Clay, Geary, Atchison, Brown, Doniphan, Marshall, Nemaha and Washington, and the City of Topeka. This area has been designated by the State of Kansas as a local workforce investment area ("Local Area") as provided in the federal Workforce Investment Act of 1998 ("WIA"). ARTICLE II Authority The WIB is authorized under WIA to oversee and manage the delivery of services funded by WIA to customers throughout the Local Area, and as the Board of Directors of Heartland Works, Inc., is authorized under the laws of the State of Kansas to do such other things as may be permissible for a Kansas non-profit corporation. Its authority shall be exercised in conjunction with the Board of Directors of the local governments listed in Article I hereof ("LEO Board"), established as provided in the Chief Elected Officials' Agreement entered into among those entities ("Agreement"). ARTICLE III Statement of Purpose It is the purpose of Heartland Works, Inc., to establish and oversee a community-wide network of agencies and employers for delivery of the highest-quality workforce investment services to its job-seeker and employer customers, by (i) assisting youth to further their education, (ii) encouraging youth and adults to engage in life-long learning, (iii) preparing youth and adults for entry into and advancement within the labor force, and (iv) assisting employers to find qualified workers and improve the capabilities of the workforce, and thereby to improve economic conditions for all residents and businesses within the Local Area. ARTICLE IV Functions and Responsibilities Heartland Works, Inc., through its Board of Directors, shall have the following responsibilities as the WIB, in addition to any other assigned to it by the Governor or permitted to it under other laws and regulations: A. Develop the Five-year Local Workforce Investment Plan and any amendments thereto with broad public input as described in WIA, and jointly with the LEO Board submit the Plan and any amendments to the Governor. B. Jointly with the LEO Board, negotiate with the State the performance standards to be achieved through the local customer service delivery system. C. Define the duties of and designate the entity(ies) to act as One Stop Operator, and when appropriate terminate the One Stop Operator(s) for cause, with the consent of the LEO Board. D. Identify local entities which fulfill the WIA definition of One Stop Partner, including any optional Partners, and enter into an appropriate agreement with each for coordinated service delivery and support of the One Stop delivery system, subject to LEO Board approval. E. Appoint a youth council or committee with LEO Board consent and, subject to recommendations of the youth council or committee, select youth service contractors, award service delivery contracts and oversee performance of contractors. F. For adults and dislocated workers, identify eligible providers of "intensive services" (if any are required in addition to the One Stop Operator(s)), identify eligible providers of "training services", enter into appropriate agreements with each, and oversee delivery of customer services by contractors. G. To the extent that available funds do not permit service to all adult applicants, develop a system for prioritizing delivery of intensive and training services to those having the highest level of need. H. Develop a budget for the WIB's operations, subject to LEO Board approval; and, if the WIB is not the WIA grant recipient and/or fiscal agent, direct the disbursement of WIA funds in accordance with WIA and contractual requirements. I. Coordinate services with the economic development and employer community, and conduct outreach to employers to foster utilization of the WIA local service delivery system in recruitment and training of their workforce. J. Jointly with the LEO Board, conduct oversight and evaluation activities for the local service delivery system as a whole and of individual components thereof, to ensure continuous improvement of service quality and performance. ARTICLE V Membership Section 1. Appointment of Members. The Board of Directors (WIB) shall be appointed by the LEO Board as provided in the Agreement and the LEO Board's Bylaws. The WIB's membership shall be representative of the general population in the Local Area, including representatives of private business, industry, education and representatives of local and state public entities. The WIB will consist of at least seventeen (17) members but not more than twenty-two (22) members, as determined by the Board of Directors from time to time, a majority of which will be comprised of representatives of business and the remainder comprised of at least one member from each of the following categories: Education, Organized Labor, Community-Based Organizations, Public Employment Service, Rehabilitation Agency, Economic Development and Public Welfare. Representatives of Organized Labor and Community-Based Organizations shall together constitute at least fifteen percent (15%) of then-filled positions on the WIB. The LEO Board will ensure that there is appropriate minority and female representation on the WIB. Section 2. Term of Appointment. Each Director (WIB member) shall be appointed for a term of three (3) years beginning on July 1, which terms shall be staggered so that approximately one-third (1/3) of the members' terms expire each year. A WIB member may be appointed to successive terms without limitation, and shall serve until a successor is appointed. Vacancies on the WIB due to resignation or removal of members shall be filled in the same manner as the previous member was appointed, for the balance of the respective term of office. Vacancies created by the WIB’s expansion in its membership shall be filled by the LEO Board as provided in Section I of this Article. Section 3. Removal of Members. If for any reason a WIB member no longer represents the category for which (s)he was originally appointed, that person shall be automatically removed from WIB membership. Any member who is absent from three (3) Board meetings in one year or two (2) consecutive Regular Meetings will be subject to the WIB Chair’s recommendation for replacement, to be acted upon by the LEO Board. As used herein, "absent" means both not physically present and not represented by a proxy holder as provided below. A WIB member also may be recommended to the LEO Board for removal for reasons other than attendance, but only by a two-thirds (2/3) vote of a quorum of the WIB at a properly-noticed meeting at which the member to be removed is given an opportunity to be heard with respect to the reasons for the proposed removal. ARTICLE VI Officers Section 1. Chairperson. The Board of Directors shall elect one business representative from among its membership to be its Chairperson, who shall be a non-voting member except to break a tie vote. The Chairperson shall have authority to call meetings, both regular and special; establish committees and appoint Directors and others as committee members; appoint committee chairpersons; and otherwise to act as the presiding officer of the corporation. Section 2. Vice Chairperson. The Board of Directors shall elect one person from among its membership to be Vice Chairperson, who shall, in the absence of the Chairperson or should the Chairperson refuse to act, preside at Board meetings and perform such additional duties as are required of the Chairperson. Section 3. Secretary. The Board of Directors shall elect one person from among its membership to be Secretary, who shall be responsible to issue meeting notifications to all Board members and the public as may be required by law; keep minutes of all Board meetings; and maintain corporate records. The Secretary also shall preside at Board meetings and perform such additional duties as are required of the Chairperson in the Chairperson’s and Vice-Chairperson’s absence or inability to act. Section 4. Term of Office. Each Officer shall serve a term of one (1) year, commencing upon election at the regular Board meeting held in June of each year. Any Officer may serve successive terms without limitation. The Board shall fill any vacancy caused by an Officer's resignation or removal, by electing another Board member for the balance of the term of office. An Officer may be removed from office only by vote of a majority of the entire Board's then-current membership at a properly-noticed meeting, with or without cause being stated. Section 5. Executive Committee. The Board's Executive Committee shall consist of the Chairperson, Vice Chairperson and Secretary. The Chairperson shall call meetings of the Executive Committee by giving notice thereof to the entire Board, and the Chairperson shall preside at each meeting. The Executive Committee shall be empowered to act on behalf of the entire Board only in emergency situations when action by the Board at a properly-noticed meeting is not feasible or as deligated by an approved motion from the Board; and any such Executive Committee action shall be promptly reported in writing to the entire Board. Such emergency situation action by the Executive Committee shall be by unanimous vote of all three members of the Executive Committee. ARTICLE VII Committees The Chairperson may on occasion establish interim and/or standing committees of the Board of Directors, to assist in carrying out the corporation's responsibilities. Members of each committee will be selected by the Chairperson from among Board members, giving consideration to a balanced representation of the Board as a whole, and may also include non-Board members at the Chairperson's discretion; provided that every committee shall be comprised of a majority of Board members. The Chairperson shall also select each committee chair from among the committee's Board members, which chair shall be empowered to call and preside over meetings of the committee. The establishment of any such committee, its purposes and its membership and chair shall be promptly reported by the Chairperson to the entire Board. Except as provided above for the Executive Committee, Board committees shall not be empowered to act in lieu of the Board of Directors, but shall serve only in an advisory capacity and shall formulate recommendations for the consideration of the entire Board. However, committees may take public positions on behalf of the WIB in matters concerning support or non support of grant applications. ARTICLE VIII Meetings Section 1. Regular Meetings. Regular Meetings of the Board of Directors shall occur no less frequently than quarterly according to an annual schedule approved by the Board at its Regular Meeting in June of each year; subject to adjustment by the Chairperson from time to time to ensure that a quorum (as defined below) will be present. Regular Meetings shall be publicly announced in advance in compliance with applicable laws; and, excepting only sessions which are properly closed as provided by law, shall be open and accessible to the public. Notice of Regular Meetings will be provided to all Board members reasonably in advance as provided by KSA 75-4318, as it may be amended from time to time, and agenda materials shall be provided sufficiently in advance to permit Board members' review and consideration before each Regular Meeting. Such notice may be via U.S. Mail, fax and/or electronic mail. Section 2. Special Meetings. Special Meetings of the Board may be called by the Chairperson upon notice to the full Board at least two (2) working days prior to the Special Meeting, stating the date, time, and location, and including an agenda stating the purpose of the meeting. Each such notice shall comply with the State of Kansas open meetings law and may include notice via U.S. Mail, fax and/or electronic mail. At any Special Meeting, no business other than that stated in the agenda shall be transacted. Special Meetings shall be open and accessible to the public, excepting only sessions which are properly closed as provided by law. Section 3. Quorum; Voting. A quorum of the Board for any meeting, whether Regular or Special, shall be a majority of the then-current membership roster of the Board of Directors, not including any authorized Board position which is then vacant. Each action of the Board shall require the affirmative vote of a majority of a quorum, unless a greater number of votes is required elsewhere in these Bylaws or by law. If a quorum is established at a meeting, the Board may continue to conduct its business even after loss of quorum if each action taken is approved by that number of votes which equals at least a majority of a quorum or a super majority, as the case may be. Board action shall be taken by show of hands or spoken affirmation; no action shall be taken by secret ballot. The Board may exercise an option for both Regular or Special meetings to conduct the meeting using a telephone conference call originating at a location where the meeting will be open to the public and can be heard by all attendees, whether they are “attending” the meeting via conference call or in person. Section 4. Meeting Procedure. All Board meetings shall be conducted in accordance with, and shall be governed by, Roberts Rules of Order, Latest Revision, insofar as they are not inconsistent with these Bylaws or other applicable laws. Minutes of the proceedings for each meeting will be recorded by the Secretary or an Assistant Secretary, and shall be maintained in permanent files in the Heartland Works, Inc., Administrative Office. A summary of the recorded Minutes will be prepared and distributed to each Board member prior to the next scheduled meeting, for adoption at the meeting. The record of proceedings of each Board and committee meeting also shall be made available to the public upon request to the Chairperson, excepting only meetings which are properly closed as provided by law. Section 5. Conflicts of Interest. No Board member shall cast a vote on any matter which has a direct bearing on services to be provided by, or authority or responsibility to be imposed upon, that member or any organization which such member directly represents, or on any matter which would financially benefit such member or any organization such member represents. In the event any such member fails to disqualify himself or herself from voting on such an issue, the Chairperson shall disqualify any such member whom the Chairperson reasonably believes to have a conflict of interest as defined herein. Section 6. Proxies. If a Board member is unable to attend a meeting, such member may designate a proxy holder who will attend the meeting as his or her representative. The proxy shall be in writing and signed by the Board member; shall be presented to the Secretary before the meeting is called to order; and shall specifically identify the particular meeting and agenda as to which the proxy is effective. The proxy holder shall have all rights and privileges of the issuing Board member for the meeting and agenda which is subject to the proxy, and shall comply with each provision of these Bylaws, including without limitation the conflict of interest clause. A proxy shall expire upon adjournment of the meeting as to which it is effective. Section 7. Compensation. Board members shall not receive any salary, wages or other compensation for their service as Board members, Officers or committee members, but may be reimbursed for reasonable and necessary expenses incurred in the performance of their duties. Reimbursement will be offered for Board and committee members’ actual expenses only, and only in amounts allowed by applicable Federal and State law. Reimbursement other than for expenses incurred to attend Board meetings, related training or a Board-approved conference shall require prior approval by the State. ARTICLE IX Amendment of Bylaws These Bylaws may be amended by the Board of Directors only (i) by a two-thirds (2/3) vote of a quorum at any properly-called Board meeting, or (ii) upon written request by two-thirds (2/3) of the then-current Board membership to the Chairperson; provided that the proposed amendment has first been submitted in writing at the previous Regular Meeting, and further provided that the amendment is not in conflict with any applicable Federal or State laws and regulations. CERTIFICATION: Bylaws original date 09-21-83. Sixth revision adopted 05-03-00 HEARTLAND WORKS, INC., CHAIRPERSON - Signed by Vern Jarboe
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