ARTICLE I. NAME

Section I. The name of this organization shall be the PARTNERSHIP FOR A HEALTHIER COMMUNITY, (dba: Partners for a Healthier Community), herein referred to as the PARTNERSHIP.

ARTICLE II. PURPOSE AND POLICY

Section 1. Purpose. The purpose of the PARTNERSHIP is to improve the health status of the residents of Fall River, Somerset, Swansea and Wesport through the coordinated efforts of concerned citizens.

Section 2. Policy. This organization functions exclusively for charitable and educational purposes, including for such purposes, the making of distributions to organizations that qualify as tax exempt organizations under section 501(c) (3) of the Internal Revenue Code of 1954 as amended. No part of its net earnings shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that it shall be authorized to pay reasonable compensation for contracted services rendered and to make payments and distributions in furtherance of the purpose set forth above. It shall not participate or intervene in any political campaign on behalf of any candidate for public office (including the publishing or distribution of statements). Notwithstanding any other provision of these articles, the organization shall not carry on any other activities prohibited to an organization exempt from federal income tax under section 501 (c) (3) of the Internal Revenue Code of 1954 as amended.

ARTICLE III. MEMBERSHIP

Section 1. Eligibility. Membership in the PARTNERSHIP shall be open to any person interested in furthering and supporting the purpose of the PARTNERSHIP. Membership shall be designated in two classes: "General" and "Active."

Section 2. Approval. General membership in the PARTNERSHIP, with the right to voice at regular meetings shall be granted to any person willing to promote the purpose of the PARTNERSHIP. Active membership, with the right to voice at regular meetings and to vote at the Bi-annual Meeting, shall be granted to any general member who has attended at least one general meeting or any scheduled task force committee meetings in the previous twelve months.

Section 3. Termination of Membership. Active membership will automatically terminate within 60 days of non-renewal of membership through meeting attendance, as indicated in Sec.2, following the close of the year. General membership will not terminate unless written request is received by the PARTNERSHIP.

Section 4. Year. Membership shall be July 1 through June 30.

Section 5. Voting. Each active member shall have one vote at the Bi-Annual Meeting. Issues requiring a vote to be taken at this meeting and election of Steering Committee members by ballot, shall require a simple majority of voting members present to pass.

Section 6. Meetings. The Bi-annual Meeting of the membership shall be held in the Fall of every other year. Written notice of this Meeting shall be given to all members in good standing at least ten days in advance. Committee meetings shall be called by the Chairperson as needed to conduct business of a timely nature between regular meetings.

Section 7. Quorum. A quorum for the Bi-annual Meeting and all general meetings shall be twenty-five percent of the active members. A quorum from Steering Committee meetings shall be a majority of Steering Committee members.

Section 8. Contributions. Any capital contribution of money in any amount or any other property of value shall not be repaid to any member upon dissolution of the PARTNERSHIP. Funds or property remaining in the holdings of this PARTNERSHIP upon its dissolution shall be donated to a charitable organization of the membership's choosing.

ARTICLE IV. GOVERNANCE.

Section 1. Steering Committee. Governance of the PARTNERSHIP shall be conducted through a Steering Committee elected by the Active membership by ballot mailed prior to the Bi-annual Meeting. The Steering Committee shall be vested with all administrative oversight of the organization, including the dispersal of funds and establishment of all contractual arrangements for the organization. The Steering Committee shall be composed of no fewer than fifteen and no more than twenty-five active members of the PARTNERSHIP

Section 2. Nominations.. The Nominating Committee shall accept nominations from the active membership that are reflective of the composition of the PARTNERSHIP communities. The Nominating Committee shall present a slate of candidates for the Steering Committee to the active membership by September 1st. Voting shall be by mail ballot sent to all active members in good standing determined by the Nominating Committee. Results shall be announced at the Bi-annual Meeting. Candidates for office for the Steering Committee shall then be nominated by a Nominating Committee appointed by the Chairperson of the prior year. Members of the Steering Committee will elect one officer for each office of the Steering Committee prior to September 30th.

Section 3. Terms of officers. Officers shall begin their terms at the end of the first Steering Committee meeting following the Bi-annual Meeting, following nomination and election by the membership of the Steering Committee.

Section 4. Eligibility of officers. All officers must be members in good standing of the PARTNERSHIP at the time of nomination and must have been, except in the first year of the corporation, a voting member during the year prior to nomination and not hold any other elective office within the PARTNERSHIP.

Section 5. Ex-officio Members. Chairpersons of all committees, Massachusetts Department of Public Health (DPH) Community Health Network Area (CHNA) Team Members and designated representatives of the DPH Prevention Center assigned to the CHNA will serve as ex-officio members of the Steering Committee.

Section 6. Parliamentary Procedure. In questions of procedure, Robert's Revised Rules of Order, shall apply when not in conflict with these bylaws.

ARTICLE V. OFFICERS

Section 1. Chairperson: Except in the first year, a chairperson shall be elected preceding the year of term as Vice-Chairperson/Chairperson Elect. Upon formation of the corporation, the Chairperson and Vice-Chairperson shall be selected to serve the first year. The Chairperson shall serve for two years and shall set the agenda and preside at all meetings of the Steering Committee and regular meetings of the membership. The Chairperson shall also represent the PARTNERSHIP when called upon by the membership to do so. The Chairperson votes at all meetings only in the case of a tie.

Section 2. Vice-Chairperson/Chairperson Elect: The Vice-Chairperson/Chairperson Elect shall serve for two years (see above under Chairperson). The Vice-Chairperson/Chairperson Elect shall conduct regular and Steering Committee meetings at the request of the Chairperson or in the Chairperson's absence and my vote in cases, of a tie in the Chairperson's absence. In the Chairperson's absence, the Vice-Chairperson/Chairperson Elect shall vote only in the case of a tie.

Section 3. Secretary; The secretary shall keep and publish an accurate record of all regular meetings of the PARTNERSHIP and keep a record of all Steering Committee meetings. S/he shall be responsible for giving legal notice of all meetings, conducting all correspondence not otherwise providing for, keeping a file on all correspondence, official reports, and other valuable papers. S/he shall make an oral report to the PARTNERSHIP of all meetings of the Steering Committee. S/he shall be elected bi-annually from among the membership.

Section 4. Treasurer: The Treasurer shall serve for two years and shall receive all monies of the PARTNERSHIP and give receipt for same. S/he shall deposit funds received in such depository as the Steering Committee shall direct. S/he shall keep all papers relating to the property of the PARTNERSHIP and file all necessary federal and state reports as the law requires. S/he shall pay the bills of the PARTNERSHIP as directed by the Steering Committee, keeping an accurate account of all receipts and giving disbursements and such bond as the Steering Committee may require and present a monthly statement of the financial status of the PARTNERSHIP to the membership at all regular meetings and preparing an annual accounting of all fiscal activity for the preceding year. S/he shall be elected bi-annually from the membership.

ARTICLE VI. COMMITTEES

Section 1. Standing Committees of the PARTNERSHIP shall be organized in the following categories:

1. Steering Committee

2. Nominating, Membership and Bylaws Committee

3. Task forces

Standing Committees are composed of PARTNERSHIP members and non-members in an advisory capacity. Chairpersons are selected bi-annually by a consensus of Committee members within 30 days of the Bi-annual Meeting and shall report to the Steering Committee. No persons shall chair more than one Standing Committee at a time.

Section 2. AD HOC COMMITTEES: Ad hoc Committees are designated by the Steering Committee from time to time as needed to fulfill time-limited objectives. Chairpersons are appointed by the Steering Committee and report to the Steering Committee for the duration of their appointment.

Section 3. STEERING COMMITTEE. The Steering Committee is charged with setting the agenda and the program of the PARTNERSHIP. Times of all meetings shall be determined by its members. Meetings shall be open only to PARTNERSHIP members. All business conducted by the Steering Committee shall be reviewed at the next regular meeting of the PARTNERSHIP. In the event that an officer resigns or fails to attend three consecutive regular or Steering Committee meetings without notice, then the Steering Committee shall elect a replacement from the membership to serve until the next Bi-annual meeting.

Section 4. NOMINATING, MEMBERSHIP AND BYLAWS COMMITTEE. The Nominating, Membership and Bylaws Committee is charged with keeping track of the membership of the PARTNERSHIP, nominating a slate of active members to the Steering Committee, and reviewing the bylaws to ensure they are up-to-date. Times of the meetings shall be determined by its members.

Section 5. TASK FORCES. Task Forces shall be designated by the Steering Committee to address areas of special concern over extended periods of time. Such Task Forces shall be composed of Active Members who indicate a desire to work on targeted projects designed to meet goals approved by the Steering Committee.

ARTICLE VII. AMENDMENTS TO THE BYLAWS

These bylaws may be amended, revised, or otherwise changed at any bi-annual or regular meeting of the membership duly called for that purpose, by a 2/3 vote of the members present, provided that written notification, five business days in advance of the meeting, is given to the active membership.

ARTICLE VIII. PERSONAL LIABILITY

The members and officers of the PARTNERSHIP shall not be personally liable for any debt, liability or obligation of the PARTNERSHIP. All persons, corporations, or other entities extending credit to, contracting with, or having any claim against, the PARTNERSHIP, may look only to the funds and property of the PARTNERSHIP for the payment of any such contract or claim, or for the payment of any debt, damages, judgment or decree, or of any money that may otherwise become due or payable to them from the PARTNERSHIP.

ARTICLE IX. ENABLING PROCESS

Section 1. Adoption of Bylaws. These bylaws shall be adopted by majority vote of the regular attending members of the existing PARTNERSHIP at the regular meeting designated for that purpose.

Revised 9/8/00