Article I

Name:

1.      Name: The name of the organization shall be: MAINE HIV PREVENTION COMMUNITY PLANNING GROUP, (CPG).

2.      Location: The organization shall be located in the State of Maine.  

Article II

Mission Statement:

The mission of the CPG is to develop a comprehensive HIV prevention plan, which provides for an effective and efficient continuum of services including prevention/education and early intervention within the State of Maine.

Article III

Membership:

1.      Composition:

The CPG shall consist of community members and 1 Health Department member.

The number of community members shall be no less than 12 and no more than 15.  Members shall represent the populations most at risk for HIV according to the Maine Epi Profile with a minimum of 50% being people living with HIV/AIDS.  Due to conflict of interest, providers and employees of organizations that receive funding through Maine HIV Prevention funds or affiliated with the Providers Prevention Group shall not be considered for membership.

The group shall have a Community Co-Chair and a Health Department Co-Chair.

A vacancy shall not prevent the organization from conducting business.

2.      Roles and Responsibilities:

The roles and responsibilities of the CPG shall be in keeping with the roles and responsibilities described in the community planning guidance from the CDC.

3.      Terms:

Members will serve a minimum of one, one-year term, beginning on the date of the first meeting attended, which shall define their membership year. Members may serve a maximum of five consecutive renewable one-year terms.

4.      Appointment and Removal:

Nominations for membership shall be identified through an open process to all persons. Recommendations for membership shall be made by the Chair of the Membership Committee to the Executive Committee. The Executive Committee will review the Membership Committees recommendation(s). If the Executive Committee approves the recommendation(s), the Membership Committee Chair will present the recommendation(s) to the full CPG based on Parity, Inclusion and Representation as defined in the CDC Guidance for Community Planning. The CPG will elect eligible applicants by a simple majority vote.

Family and partners of CPG members are not eligible for membership.

Members may resign by sending a letter of resignation to the Co-Chairs.

Removal from the CPG shall result when: 1) a member misses two meetings during a membership year, 2) there is an ongoing conflict of interest or 3) there is good cause. Good cause is defined by, but not limited to: 1) not fulfilling the responsibilities as set forth in the job description, and 2) any other issues which are brought before the CPG on a case-by-case basis. All removals for good cause must pass with a super majority (75% + 1) vote of the CPG. A notice of termination will be sent to the member.

5.      Leave of Absence:

Members may request a leave of absence by submitting a written request to the Executive Committee. Leave of absence shall be limited at the discretion of the Executive Committee. A member on Leave of Absence status will be considered an inactive member, without voting privileges.

Article IV

Officers:

1.      Composition, Terms, Vacancies

The governing body of the organization shall consist of two Co-Chairs and an Alternate Co-Chair. The Maine Center for Disease Control and Prevention (Maine CDC) shall appoint the Health Department Co-Chair.  The Community Co-Chair and the Alternate Co-Chair shall be elected from the membership at the annual meeting of the organization.  The Community Co-Chair shall be the person receiving the highest number of votes and the Alternate Co-Chair shall be the person receiving the next highest number of votes in that election. In the event of a tie for the Co-Chair or the Alternate Co-Chair positions, a run-off election shall be held. If the tie remains unbroken, the names of the members involved in the tie will be placed in a container and one name shall be randomly drawn by the administrator to be the Community Co-Chair.  The member not selected will become the Alternate Co-Chair. All elected officers shall hold offices for one year or until their successors are elected. In the absence of the Community Co-Chair, the Alternate Co-Chair shall preside until such time as the Community Co-Chair returns or a replacement is elected.

No officer shall serve more than three consecutive one-year terms in any office.  A vacancy in any office may be filled for the unexpired term at any duly called regular meeting or special meeting. For the purpose of the number of consecutive terms permitted to any officer, the filling of a vacancy shall be considered a term only if the unexpired portion of the term is more than one half of the ordinary term.

1.      Resignation and Removal:

Any officer may resign by filing a written letter of resignation, which shall take effect at the time specified in the letter. To the extent permitted by law, the membership may remove any elected officer for good cause as defined in Article III, provided that reasonable notice and opportunity for a hearing are first provided. All removals must pass with a super majority vote (75% + 1) vote of the CPG.  

Article V

Committees:

1.      Appointment and Discharge:

The Executive Committee, consisting of the officers of the organization, shall be the Standing Committee of the organization. The Executive Committee shall have the authority to establish additional committees as needed.

                     Article VI

Fiscal Agent and Administrator:

1.      The fiscal agent shall collect and receive all moneys due or belonging to the CPG and shall be responsible for their safekeeping and proper disbursement. The Fiscal Agent shall cause all required financial reports to be made to the Maine CDC and to the CPG. The books shall at all times be open to the inspection of the group.

2.   Administrator:

      The Administrator shall be the staff administrator of the CPG in   accordance with the policies and procedures of the organization

 Article VII

Conflict of Interest:

1.        Definition of Conflict of Interest:

A conflict of interest is when the public obligations of a CPG member are in conflict with their private interest. A potential conflict exists when decisions may directly affect a member’s personal, financial, or organizational interests.

A conflict of interest occurs when:

1)      An appointed voting member of the CPG has a direct fiduciary interest (which includes ownership; employment; contractual; creditor, or consultative relationship to; or Board or staff membership) in an organization (including any such interest that existed at any time during the twelve months preceding her/his appointment), with which the CPG has a direct, financial and/or recognized relationship; and/or

2)      When a member of the CPG knowingly takes action or makes a statement intended to influence the conduct of the CPG in such a way as to confer any financial benefit on the member, family member(s), or on any organization in which s/he is an employee or has a significant interest.

2.        The organization shall develop Policies and Procedures regarding Conflict of Interest.

Article VIII

Nondiscrimination:

The CPG is committed to the principals and practices of nondiscrimination. All benefits and responsibilities of the organization shall be available to all people without regard to race, color, national or ethnic origin, creed, gender, identity/status, sexual orientation, religion, age, marital status, socioeconomic status, physical or mental handicap, or veteran status.

Article IX

Confidentiality:

Members and staff shall execute the current Statement of Confidentiality. All information of a personal and/or confidential nature shall not be disclosed to any person outside of the CPG without the specific consent of the individual to whom such information pertains. Unauthorized or willful disclosure will be considered grounds for removal from the CPG.

Article X

Governance of Meetings:

All business that may come before the CPG shall be addressed with an open, consensus building decision process. The organization may suspend meetings when deemed necessary.

1.      Notice:

Notice of meetings shall be given at least 5 working days prior to the meeting. The CPG shall establish a time and place for its regular meetings.

2.      Attendance:

Attendance is mandatory.

3.      Agenda:

The Co-Chairs in consultation with the CPG and Administrator shall develop the CPG meeting agenda.

4.      Annual Meeting:

The annual meeting of the CPG shall be held at such time and such place as the Co-Chairs may designate. The annual meeting is for the purpose of the election of officers and rendering an account of all monies expended during the current contract year.

5.      Quorum:

50% plus one of the total active membership, shall constitute a quorum for the transaction of business. Action by the majority of those present at any meeting at which a quorum is present shall be the action of the CPG.

6.      Additional Meetings:

Additional meetings of the CPG may be called by the Co-Chairs at any time or may be called upon written request of one third of the membership.

7.      Open to the Public:

All meetings shall be open to the public. Members of the public shall not have full participation during the course of the meeting. They may comment during the meeting at the invitation of the Co-Chairs or CPG membership. There will also be a public comment period at the end of the agenda, the length of which shall be at the discretion of the Co-Chairs.

8.   Decision-making Process:

      The decisions of the CPG shall be based primarily on consensus building. In the event consensus cannot be reached after two attempts; decisions shall be made by super majority vote (75% plus one) of those present. Proxies shall not be recognized.  Minutes for all meetings shall include a description of any minority positions taken.

Article XI

Finances:

1.      Fiscal Year:

The fiscal year of the CPG shall be from January 1 in each year to December 31 in the same calendar year.

2.      Prohibited Activities:

The CPG shall not be operated for profit. No property or profit shall benefit any person, partnership, or organization except in the furtherance of the benevolent purposes of the organization. Influencing legislation will not be a substantial part of its activities. The CPG will not participate in or intervene in (including publishing or distribution of statements) any political campaign on behalf of any candidate for public office.

Article XII

Amendments:

These Bylaws may be amended at any regular or special meeting of the CPG. Written notice of the proposed bylaws changes shall be mailed at least 30 days prior to the date of the meeting.

Article XIII

Dissolution:

The CPG may be dissolved by the Maine CDC or by unanimous vote of the membership.