REVISED RWPA PLANNING COUNCIL BYLAWS - CORRECTED JUNE 2017.PDF
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Planning Council Bylaws Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 TABLE OF CONTENTS GLOSSARY OF TERMS .........................................................................................................................2 I. AUTHORITY AND PURPOSE .......................................................................................................8 II. MEMBERSHIP ..........................................................................................................................9 III. MEETINGS ............................................................................................................................ 12 IV. EXECUTIVE COMMITTEE ........................................................................................................ 13 V. OFFICERS - DUTIES AND RESPONSIBILITIES ............................................................................ 14 VI. RESPONSIBILITIES OF THE BOARD DESIGNEE .......................................................................... 17 VII. RESPONSIBILITIES OF PLANNING COUNCIL SUPPORT .............................................................. 17 VIII. COMMITTEES ........................................................................................................................ 18 IX. COMPENSATION ................................................................................................................... 19 X. CONTRACTS .......................................................................................................................... 20 XI. GRIEVANCES ......................................................................................................................... 20 XII. CONFLICT OF INTEREST ......................................................................................................... 23 XIII. EFFECTIVE DATE .................................................................................................................... 25 XIV. AMENDMENTS ...................................................................................................................... 25 1 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 GLOSSARY OF TERMS Acquired Immune Deficiency Syndrome (AIDS) A disease of the immune system caused by infection with HIV. Administrative Agent/Administrative Agency (AA) The entity that functions to assist the Recipient, consortium, or other planning body to carry out administrative activities (e.g., disbursing program funds, developing reimbursement and accounting systems, developing Requests For Proposal (RFPs), and monitoring contracts). Administrative Mechanism The process used by the Administrative Agent through which service providers are selected, paid, and monitored. The administrative mechanism also includes a process for the timely obligation of funds after receipt of the Notice of Grant Award. Agenda A written list of matters needing attention, discussion and/or action at a meeting. Matters not appearing on the agenda may not be discussed; nor may any action be taken concerning matters not appearing of the agenda. AIDS Drug Assistance Program (ADAP) Provides FDA-approved medications to low income people living with HIV/AIDS who have limited or no coverage from private insurance, AHCCCS, or Medicare. This program is authorized under Part B of the Ryan White legislation and, in Arizona, is administered by the Arizona Department of Health Services. AIDS Education and Training Center (AETC) Regional centers providing education and training for primary care professionals and other AIDS-related personnel. The main AETC in Arizona is at the University of Arizona in Tucson. Alternate An individual chosen by a Council member, and approved by the Board of Supervisors, who may attend a limited number of Council meetings and vote on the member’s behalf. Arizona Department of Health Services (ADHS) The programmatic unit of the Arizona State government charged with the administration of public health services. Within ADHS, the Office of HIV Services administers the Ryan White Part B program and state AIDS Drug Assistance Program (ADAP). Arizona Health Care Cost Containment System (AHCCCS) A Medicaid waiver program funded by the United States government and the state of Arizona, administered by the Arizona Department of Economic Security, that pays the medical expenses of people with limited income or resources. 2 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Bylaws The written rules and regulations that govern the internal affairs of the Council. The Bylaws are drafted by the Rules Committee and must be approved by the full Council and the Maricopa County Board of Supervisors. Centers for Disease Control and Prevention (CDC) A Federal agency that administers disease prevention programs including HIV/AIDS prevention. Chief Elected Officer (CEO) The official Recipient of Legislation funds. The Chief Elected Officer for the Phoenix Eligible Metropolitan Area (EMA) is the Chair of the Maricopa County Board of Supervisors. The CEO is ultimately responsible for administering all aspects of their Legislation funding and ensuring that all legal requirements are met. Community-Based Organization (CBO) An organization that provides services to locally defined populations, which may or may not include populations infected with or affected by HIV. Comprehensive Plan A document developed by the Council every three years that defines the goals of the Council related to improving service delivery and reducing gaps in care and/or barriers in accessing care. Conflict of Interest Council members and Alternates will be considered to have a conflict of interest if they themselves, their relative, spouse, or domestic partner have an interest in issues to be discussed that might affect: A profit or non-profit organization in which he/she has a financial interest in or is serving as an officer, director, trustee, partner, paid employee, or consultant; A public agency in which he/she is serving as an paid employee or consultant; Any person or organization with whom he/she is negotiating or has an existing arrangement concerning prospective employment. Consumer PLWH who receive services funded by Ryan White Part A. While this term is most often used to describe Part A clients, it is occasionally used to describe any person living with HIV that is receiving HIV-related care. Care Continuum A full range of emergency and long-term service resources to address the various needs of people living with HIV. Board Designee An individual designated by the Chair of the Maricopa County Board of Supervisors (Board) to serve as a liaison to the Council. The Board Designee serves a one-year term and can be reappointed for an unlimited number of terms. 3 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Division of Metropolitan HIV/AIDS Programs The division within HRSA’s HIV/AIDS Bureau that administers the Ryan White Part A legislation. Eligible Metropolitan Area (EMA)/Transitional Grant Area (TGA) These terms describe geographic areas highly impacted by HIV/AIDS that are eligible to receive funds under Part A of the Ryan White legislation. EMAs typically have large, established HIV epidemics. TGAs are areas that are experiencing increased infection rates (transitioning to an EMA), or for a variety of reasons, have decreasing HIV populations (transitioning toward losing their eligibility to apply for Legislation funding). Epidemiological Data Information and statistics from the branch of medical science that studies the incidence, distribution, and control of diseases in a population. Grantor The agency of the Federal government that makes annual Legislation grant awards. The Legislation grantor is the Health Resources Services Administration (HRSA). Health Resources Services Administration (HRSA) A United States Health and Human Services agency that administers various primary care programs for the medically underserved, including the Legislation. Housing Opportunities for People with AIDS (HOPWA) A program administered by the United States Department of Housing and Urban Development that provides funding to support housing for PLWH and their families. Human Immunodeficiency Virus (HIV) A retrovirus that destroys the immune system’s CD4 helper cells, the loss of which causes AIDS. Maricopa County Board of Supervisors (Board) The Board of Supervisors is the elected governing body for Maricopa County. The Board has a designee from among its members who acts as the Designee for the Council. The Board appoints all Council members and their alternates. Medicaid Medicaid is a governmental health care program for eligible individuals and families with low incomes and resources. It is funded through Federal and state resources. Medicare Medicare is a governmental health care program for eligible individuals who are retired and/or disabled. Minority AIDS Initiative (MAI) The Federal Minority AIDS Initiative provides additional financial resources to Ryan White Recipients so they may address the disproportionate impact of HIV/AIDS in communities of color. Goals of the initiative include reducing the spread of HIV/AIDS and improving health outcomes for people of color living with HIV. 4 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Needs Assessment A process of collecting information about the health care and supportive service needs of local people living with HIV. Notice of Award (NOA) The legal document issued to notify the Recipient that an award has been made and that funds may be requested from the HHS payment system. Open Meeting Law A state law (Arizona Revised Statutes, Section 38-431 et seq.) which governs how all meetings of any public body shall be conducted. Person Living with HIV (PLWH) Any Individual diagnosed as HIV positive or as having AIDS. Planning Council A community group, appointed by the Maricopa County Board of Supervisors, to plan the organization and delivery of HIV health care and social services funded by the Legislation. Planning Council Support Planning Council Support staff serve as experts on the Legislation and Council Bylaws and policies Planning Process Activities taken to assess a local HIV service needs, establish priorities for the allocation of Legislation funds, and develop a comprehensive plan for the organization and delivery of local HIV services. Priority Setting and Resource Allocation (PSRA) The process used to 1) establish priorities among service categories to best meet locally identified needs, and 2) determine the amount of funding that can be used to provide services within those categories. Public Notice Entities whose activities are governed by Arizona Open Meeting Law must post a notice of the intention to meet at least 24 hours in advance of the meeting. The posting must include the time and location of the meeting and the items to be discussed. The location of the posting must be accessible to the public during normal business hours. Recipient The entity who is the Recipient of Legislation funds for an EMA/TGA. The Recipient is responsible for administering the grant award according to HRSA rules and regulations. The Recipient for the Phoenix EMA is Maricopa County, Arizona. Reflectiveness The extent to which the demographics of the Council match the demographics of the HIV epidemic in the EMA. 5 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Request for Proposals (RFP) An open and competitive process for the procurement of goods and services. An RFP is an appeal for entities to apply to be Part A contractors. Part A notifies the provider community that funding is available to provide Ryan White services. Organizations then respond with a proposal that usually includes a service delivery plan, budget, and other background information. An independent committee reviews the proposals and determines which organizations to award Ryan White contracts to. Residency Living in a place permanently or for an extended period of time. Ryan White Legislation Federal legislation that addresses the unmet health needs of people living with HIV by funding primary medical care and support services. Part A: A section of the Ryan White legislation that provides emergency assistance to geographic areas disproportionately affected by the HIV/AIDS epidemic. Part B: A section of the Ryan White legislation that provides funds to States and Territories for primary health care, including AIDS Drug Assistance Programs (ADAP), and support services that enhance access to care by people living with HIV and their families. Part C: A section of the Ryan White legislation that supports outpatient primary medical care and Early Intervention Services (EIS) to people living with HIV through grants to public and private nonprofit organizations. Part C also funds capacity development and planning grants to prepare EIS programs. Part D: A section of the Ryan White legislation that supports coordinated services and access to research for women, infants, children, and youth with HIV/AIDS and their families. Part F: A section of the Ryan White legislation that includes the AIDS Education and Training Center (AETC) Program, the Special Projects of National Significance (SPNS) Program, and the HIV/AIDS Dental Reimbursement Program. Quorum A numerical majority of voting members that must be present at a meeting in order to take action on agenda items. Service Categories The types of services defined by the Health Resources and Services Administration (HRSA) that Legislation funds can be used to provide in an EMA/TGA. Service Gaps Ideally, all of the service needs of all PLWH in the community should be met. When there are PLWH that have service needs that aren’t being met, there is a service gap. Special Projects of National Significance (SPNS) A health services demonstration, research, and evaluation program funded under Part F of the Ryan White legislation to identify innovative models of HIV care. 6 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Statewide Coordinated Statement of Need (SCSN) A written statement of need for an entire state developed through a process designed to collaboratively identify significant HIV issues and maximize the Legislation program coordination. Technical Assistance (TA) The delivery of practical program and organizational support to Legislation Recipients, planning bodies, and affected communities. TA is used to assist in the design, implementation, and evaluation of Ryan White-supported planning and primary care service delivery systems. United States Department of Health and Human Services (HHS) A Federal agency responsible for protecting the health of all Americans and providing essential human services, including administration of the Ryan White legislation. United States Department of Housing and Urban Development (HUD) A Federal agency responsible for administering community development, affordable housing, and other programs including Housing Opportunities for People with AIDS (HOPWA). Unmet Need The unmet need for primary health services among individuals who know their HIV status but do not receive primary health care. 7 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 The name of this planning body shall be the Greater Phoenix Ryan White HIV Services Planning Council, representing Maricopa and Pinal Counties, hereafter referred to as the “Council.” OUR MISSION The mission of the Greater Phoenix Ryan White HIV Services Planning Council is to ensure an integrated, holistic, and comprehensive system of health care for people living with HIV that is culturally appropriate, multilingual, full-service, family-friendly and accessible to the entire community. OUR VISION All people living with HIV/AIDS in Maricopa and Pinal Counties will have unfettered access to high quality health care and social services. No discrimination shall be exercised by the Council or by any person subject to its direction against any person because of race, gender, religious belief, color, national origin, ancestry, age, physical or mental disability status, sexual orientation and gender identity. Special consideration shall be given to ensure the diversity of the Council as outlined in Article III of these Bylaws. I. AUTHORITY AND PURPOSE Section 1: Authority. Under Part A of the Ryan White HIV/AIDS Treatment Modernization Act of 2006 (the Legislation), a local area HIV health services Council is to be established by the Chief Elected Official (CEO) of the political entity administering the public health agency that provides outpatient and ambulatory services to the greatest number of HIV-positive persons in the Eligible Metropolitan Area (EMA). As legislated, the Council will work in cooperation with Maricopa County Part A Recipient, the local administrative agency designated by the Maricopa County Board of Supervisors (Board). The Council and Part A Recipient seek to ensure access of HIV-positive persons to quality service delivery by a comprehensive network of care providers. Section 2: Purpose. In order to improve the lives of people affected by HIV throughout both urban and rural areas of the EMA and, as mandated under the Legislation, the Council’s responsibilities shall be to: Determine the size and demographics of the population of individuals with HIV-disease; Determine the needs of such population; Establish priorities for the allocation of funds within the eligible area, including how best to meet each such priority and additional factors that a Recipient should consider in allocating funds under a grant; Develop a comprehensive plan for the organization and delivery of health and support services; Assess the efficiency of the administrative mechanism in rapidly allocating funds to the area of greatest need within the eligible area, and at the discretion of the Council, assess the 8 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 effectiveness, either directly or through contractual arrangements, of the services offered in meeting the identified need; Participate in the development of the Statewide Coordinated Statement of Need initiated by the State public health agency responsible for administering grants under Part B; Establish methods for obtaining input on community needs and priorities which may include public meetings, conducting focus groups, and convening ad-hoc panels; and Coordinate with Federal Recipients that provide HIV-related services within the eligible area. II. MEMBERSHIP Section 1: Size and Composition. Council membership shall include representation as mandated by the Legislation. Council members will be appointed by the Board, which receives and considers recommendations endorsed by the Council to identify suitable candidates for Council membership. The Council shall consist of a minimum of twenty- five (25) members residing throughout the EMA. The Council shall identify representatives from the each of the following mandated representation categories as candidates for Council membership: Federal Mandates In accordance with the Ryan White legislation the Council must fill each of the following representation categories by a person residing within the EMA: Health care providers, including Federally qualified health centers; Community-based organizations serving affected populations and AIDS service organizations; Social service providers, including providers of housing and homeless services; Mental health and substance abuse providers; Local public health agencies; Hospital planning agencies or health care planning agencies; Affected communities, including people with HIV/AIDS, members of a Federally recognized Indian tribe as represented in the population, individuals co-infected with hepatitis B or C and historically underserved groups and subpopulations; Non-elected community leaders; State government (including the State Medicaid agency and the agency administering the program under Part B); Recipients under subpart II of Part C; Recipients under section 300ff-71, or, if none are operating in the area, representatives of organizations with a history of serving children, youth, women, and families living with HIV and operating in the area; Recipients under other Federal HIV programs, including but not limited to providers of HIV prevention services; and Representatives of individuals who formerly were Federal, State, or local prisoners, were released from the custody of the penal system during the preceding 3 years, and had HIV/AIDS as of the date on which the individuals were so released. 9 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Community Representation Council members representing the general public shall strive to include representatives of the following groups as necessary to create a membership reflective of the epidemic in the EMA: African-Americans Asian/Pacific Islanders Hispanic-Americans, Latinos and Latinas Women Gay/Bisexual and other Men who have Sex with Men (MSM) Transgender communities Persons with hemophilia Residents of rural communities People who Inject Drugs Parents/Guardians of children living with HIV/AIDS Section 2: Consumer Mandates. Per mandates of the Legislation, individuals having HIV disease who also access Part A-funded services, but are not board members or paid employees of or have a financial interest in an entity providing Part A-funded services, shall constitute no less than thirty-three percent (33%) of all Council members. Consumers shall reflect the demographics of the population of individuals living with HIV in the EMA. Section 3: Nomination Process. The Council shall recommend a slate of nominees, consistent with the criteria set out in Sections 1 and 2 of this Article, to the Board. The Board shall have final appointing authority, and may conduct additional screening or interviews prior to a final decision. All members of the public residing in either Maricopa or Pinal County shall be eligible for membership consideration. Nominations shall be made in accordance with the open process defined in these Bylaws and detailed in the Policies and Procedures of the Membership Committee. Only one Board member, paid employee of, or an individual who has a financial interest in a particular Ryan White Part A Sub-Recipient may serve on the Council as a voting member. Exceptions are made to ensure mandated representation as outlined in Section 1 of this Article. Section 4: Confidentiality. While individual Council members may opt to disclose publicly that they have been diagnosed as HIV- positive, the Council as an entity, shall not release any information relating to any member’s HIV status or any other medical condition. All information presented at a Council or Committee meeting is part of the public record. Council members are encouraged to exercise discretion when discussing confidential or sensitive information, most notably an individual’s HIV-status. 10 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Section 5: Alternates. A Council member may nominate an alternate to be designated to attend Council meetings and participate in all Council activities in the event of the member’s absence. An alternate may not attend more than three (3) consecutive meetings in place of the Council member. The fourth (4) consecutive meeting attended by the alternate shall be considered an unexcused member absence. Nomination of an alternate shall be made by the Council member for whom the alternate is being selected; the alternate may not be an existing Council member and the alternate must be representative of the same membership category. The names of all alternates must also be submitted to the Board or its designee for prior approval. Section 6: Terms. Members shall be appointed for three (3) year terms, effective on approval by the Board. Members may be reappointed for additional terms upon the recommendation of the Council and on approval of the Board. Section 7: Attendance. Council members are expected to attend regular council meetings, if a Council member is unable to attend a meeting, they should notify the Council chair. If a member misses 3 consecutive Council meetings without notifying Council support, the Council Chair will contact the member in writing to confirm their ability to attend future meetings. Exceptions. If a Council member is absent due to illness or other mitigating circumstances, the member may request that the Council Chair approve a leave of absence. If the Council Chair declines the request, the member may appeal the decision to the Executive Committee. The Board Designee or the Designee’s alternate are exempted from attendance requirements under this Section. Section 8: Resignation. Council members may resign at any time during their term. Resignation is immediate upon written or verbal confirmation by the Council chair. Section 9: Removal. Members of the Council may be removed by the Board, or its designee, for any of the following reasons: Change of affiliation that qualified the member for appointment to the Council; Residency outside the geographical boundaries of the EMA; Conduct or behavior which habitually disrupts the Council and interferes with the business of the Council; and/or Conduct or behavior in office which would have a negative impact on the integrity of and/or the community’s confidence in the Council including, but not limited to, conflict-of-interest violations, conviction of a felony offense and/or any instance of illegal behavior, malfeasance or conduct which violates these Bylaws. Upon recommendation of the Executive Committee, the Council may move to recommend to the Board a member’s removal. In such instances, the following procedure shall be followed: 11 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 1) A written complaint shall be submitted by anyone to the Executive Committee through Council Support outlining the rationale for the removal. The Executive committee shall provide at least a twenty-four (24) hour notice to the member who is the subject of the complaint to permit the member to determine whether s/he would prefer that the meeting occur in an open meeting. 2) The Executive Committee shall meet to discuss the written complaint in Executive Session in accordance with the Arizona Open Meeting Law, Arizona Revised Statute §38-431, et seq. After the Executive Committee has deliberated, upon a two thirds majority vote of members in attendance in open meeting, a recommendation for removal may be made to the full Council. 3) If the Executive Committee recommends removal, the Council shall meet and discuss the written complaint in Executive Session in accordance with the Arizona Open Meeting Law, Arizona Revised Statute §38-431, et seq. After the Council has deliberated, upon two thirds majority vote of members in attendance in open meeting, for removal, the Council shall issue to the member a written notice of its intent and the reasons for the recommendation. 4) The member shall have 10 business days to respond in writing. 5) Upon receipt of the response or after 10 business days from the date of the notice, the Council shall vote on the matter at the next full Council meeting. 6) Upon a two thirds majority vote of members in attendance in open meeting, for removal, written notification of said action shall be forwarded to the Board or its designee. 7) The effective date of removal shall be that date of acceptance of the recommendation by the Board or its designee. If the Board or its designee declines to accept the recommendation of the Council, the individual shall remain a full Council member, with all the rights and responsibilities thereunto pertaining. Section 10: Public Information. The Council Chair is the sole official spokesperson of the Council. Whenever Council members speak to the media and/or in public on matters relating to Part A related business, they shall clearly articulate that they are speaking strictly on behalf of themselves, and that their opinions are not necessarily shared by the Council or the Board. Should the Council Chair fail to speak on behalf of the Council on a critical issue, the Executive Committee may, by simple majority vote of members in attendance in open meeting, issue a written statement. III. MEETINGS Section 1: Open Meeting Law and Meeting Notices. All meetings shall be conducted in accordance with the Arizona Open Meeting Law, Arizona Revised Statute §38-431 et seq and 42 USCA § 300ff-12(b)(7). Public notices shall be posted as required. 12 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Section 2: Meeting Agendas. All meetings shall be conducted following a published agenda. While Council meetings are in session, the Council is precluded by law from commenting, deliberating or acting on any matter not appearing on the meeting agenda. Meeting agendas may provide for public comment. Section 3: Council Meetings. The Council shall meet at least once each calendar quarter. Subject to the open meeting law, special meetings may be called by the Chair, Executive Committee and/or the Board or its designee and shall be held upon no less than 48 hours advance notice of any special meetings to be conducted. The absence of the Council Chair from any meeting shall not be sole grounds for the cancellation of that meeting. Section 4: Voting. While the Council will strive for consensus, official actions of the Council and all committees, except as noted elsewhere in the Bylaws, shall be determined by a simple majority vote of the members in attendance in open meeting. A roll call vote shall be taken when requested by any member in attendance. Alternates may vote on behalf of the member for whom s/he is the designated alternate at all meetings of the Council and its committees. Section 5: Quorum. A quorum for the transaction of business at any meeting of the Council and Committees will consist of a numerical majority of voting members. The presence of an alternate shall be considered as constituting a presence for purposes of establishing a quorum. Section 6: Agenda Requests. Members of the Council or the public may request that items be placed on the agenda by notifying the Chair, and providing supporting documentation for action items. Written requests and supporting documentation must be received a minimum of nine (9) business days before a meeting agenda is published. The Chair may disallow any such request to place an item on the agenda. The Chair’s disallowance of said request may be appealed to the Executive Committee, which may reverse the decision upon a simple majority vote of members in attendance in open meeting. Section 7: Public Participation. Public participation in Council and Committee meetings shall be invited and encouraged provided that participation does not interfere with the conduct of the meeting. The Chair may invite members of the public attending Council meetings to address the Council pursuant to the inclusion of a call for public comment on the meeting’s agenda. In such instances, the Chair shall establish a fixed time limit for public comment unless a simple majority vote of members in attendance in open meeting, to extend the time limit. IV. EXECUTIVE COMMITTEE Section 1: Composition. The Executive Committee shall consist of – Council Chair 13 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Council Vice Chair Most recent Past Council Chair who shall be a current Council member Two (2) individuals that are elected as Positive Community Representatives Designee of the Board Additionally, up to two (2) individuals may be elected to serve as Community Representatives. Section 2: Meetings. Subject to the Arizona Revised Statute §38-431, et seq. and 42 USCA § 300ff-12(b)(7), the Executive Committee may be convened by the Council Chair, the Council Vice Chair, the Board or its designee. Every effort shall be made to keep the full membership informed of events necessitating Executive Committee action. If the Executive Committee desires to poll the full membership regarding specific issues and/or positions, a special meeting of the Council shall be convened in compliance with the open meeting law. A Council Officer shall make a full report on all Executive Committee actions at the next scheduled meeting of the full Council. V. OFFICERS - DUTIES AND RESPONSIBILITIES Section 1: Officers. A Chair, Vice Chair, two (2) Positive Community Representatives and up to two (2) Community Representatives shall be elected by the Council membership by a simple majority of voting members present. Section 2: Vacancies. A vacancy in any elected office, other than Council Chair, shall be filled for the unexpired term by a special election. Section 3: Council Chair. The Chair shall serve for a three-year term. No Chair shall hold office for more than two (2) consecutive terms. A vacancy in the office of Chair shall be filled for the unexpired term by automatic advancement of the Vice Chair. Eligibility. In order to hold the office of Council Chair, an individual, at a minimum, shall have been a member of the Council for at least one (1) year immediately prior to election. Duties. The Council Chair’s duties and responsibilities include, but are not limited to: Serving as official Council spokesperson, representing the Council to the Part A Recipient, Federal grantor, media, other interested parties, and the general public; Advising the Board designee of on-going Council activities and actions; Directing the Council affairs as its chief administrative officer; Presiding over Council meetings; 14 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Presiding over Executive Committee meetings; Appointing Committee Chairs and Vice Chairs, upon approval of the Council. Section 4: Council Vice Chair. The Vice Chair shall serve for a three-year term. No Vice Chair shall hold the office for more than two (2) consecutive terms. Eligibility. In order to hold the office of Council Vice Chair, an individual, at a minimum, shall have been a member of the Council for at least one (1) year immediately prior to election. Duties. The Vice Chair’s duties and responsibilities include, but are not limited to: Presiding over any scheduled Council or executive committee meeting and fulfilling the duties of the Chair in the absence of the Chair; Assisting the Chair by assuming such other duties as are assigned by the Executive Committee; and Assuming the position of Council Chair in the event of a mid-term vacancy of the position. At meetings where both the Chair and Vice Chair are present, the Vice Chair may cast a vote as an ordinary member of that body. Section 5: Positive Community Representatives. Positive Community Representatives are elected from the Council membership and shall serve for a three-year term. No general public members shall hold the office for more than two (2) consecutive terms. Council members interested in running for this office must nominate themselves during Executive Committee elections. Eligibility. In order to hold the office of Positive Community Representative, an individual, at a minimum, shall: Have been a member of the Council for at least six (6) months immediately prior to election; Publicly identify him/herself as an HIV-positive individual who accesses Part A-funded services; and Not currently be a paid employee or board member of or have a financial interest in an entity providing Part A-funded services. Section 6: Community Representatives. Community Representatives are elected from the Council membership to represent special populations within the EMA and shall serve for a three-year term. No individuals shall hold the office for more than two (2) consecutive terms. Council members interested in holding this office must nominate themselves during Executive Committee elections and identify the special population they represent. Individuals from underrepresented communities are encouraged to seek this position. Eligibility. In order to hold the office of Community Representative, an individual, at a minimum, shall: 15 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Have been a member of the Council for at least six (6) months immediately prior to election; and Not currently be a paid employee or board member of or have a financial interest in an entity providing Part A funded services. Section 7: Removal from Office. Council Officers may be removed from office by a two thirds majority vote of members in attendance in open meeting for any of the following reasons: Conduct or behavior which habitually disrupts the Council and interferes with the business of the Council; Conduct or behavior in office which would have a negative impact on the integrity of and/or the community’s confidence in the Council including, but not limited to, conflict-of-interest violations, conviction of a felony offense and/or any instance of illegal behavior, malfeasance or conduct which violates these Bylaws; Dereliction of duty or failure to carry out the responsibilities of the elected office; and In the case of Positive Community Representatives or Community Representatives, employment by, election to the Board of Directors of, or obtaining a financial interest in an entity providing Part A funded services. Upon recommendation of the Executive Committee, the Council may, upon a two thirds majority vote of members present, remove an Officer from office. In such instances, the following procedure shall be followed: 1) A written complaint shall be submitted by anyone to the Executive Committee through Council Support outlining the rationale for removal. A written complaint is a public record. 2) The Executive Committee shall meet to discuss the written complaint in Executive Session in accordance with the Arizona Open Meeting Law, Arizona Revised Statute §38-431, et seq. After the Executive Committee has deliberated, upon a two thirds majority vote of members present in open meeting, a recommendation for removal may be made to the full Council. 3) If the Executive Committee recommends removal, the Officer who is the subject of the complaint shall have five (5) calendar days after the Executive Committee vote to respond to the complaint in writing. 4) Upon receipt of the written response, or after five (5) calendar days have passed, the Council shall meet in Executive Session in accordance with the Arizona Open Meeting Law, Arizona Revised Statute §38-431, et seq and discuss the written complaint and the Officer’s written response, if any. After its deliberations, the Council shall vote on the matter in open session. If the Officer is removed from office, s/he shall remain a Council member and be entitled to all the rights and responsibilities of Council membership. 5) Upon removal from office, the vacancy shall be filled in accordance with Section 2 of this Article. 6) In the event the complaint is against the Council Chair, the Council Vice Chair shall preside over the portions of any meeting at which a complaint of this nature is discussed. 16 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 VI. RESPONSIBILITIES OF THE BOARD DESIGNEE Section 1. Appointment The Board may appoint a representative from among their members or from a programmatic unit of Maricopa County government to serve on its behalf as Designee. Each year in January, the Chairman of the Board shall nominate a representative, such nomination subject to the approval of the Board. The term of the appointment shall be from the first day of March to the last day of the following February each year or until his/her successor has been appointed. Section 2. Duties and Responsibilities The Board Designee’s duties and responsibilities in this regard may include, but are not limited to: Serving as liaison to the Board and making routine administrative decisions on its behalf regarding Council operations. This may include accepting member resignations and approving member alternates, if the Board, under a separate and specific resolution, opts to delegate these functions; and Directing that technical assistance be provided to Council members and committees regarding Federal grants policy and legislative mandates of the Act. VII. RESPONSIBILITIES OF PLANNING COUNCIL SUPPORT Section 1. Personnel Subject to Article XI and the availability of funds from the Legislation, the Part A Recipient may provide for the services of professional and clerical personnel to support the work of the full Council and all its Committees in meeting their legislatively mandated responsibilities. Section 2. Staff Expertise Council Support staff serve as experts on the Legislation and Council Bylaws and policies. This expertise serves to ensure that the Council understands and follows its policies and meets its legislated responsibilities. Section 3: Duties and Responsibilities. Duties and responsibilities of support personnel may include, but are not limited to: Assisting with the development of needs assessments and the comprehensive, long-term service delivery plan and statewide integrated plan; Preparing and submitting all Council reports required by HRSA. Negotiating a budget proposal with the Administrative Agency for Council operations and support, to be presented for approval to the Executive Committee and full Council membership; Overseeing the maintenance of an itemized expenditure log detailing all costs incurred; Directing the safeguarding of original invoices and receipts for costs incurred; Directing the preparation of monthly expenditure reports and forwarding copies of expenditure logs to the Part A Recipient for reimbursement out of pre-allocated Legislation funds; Reviewing and approving all expenditures and reimbursement requests; Ensuring the maintenance of all financial records in a manner that is consistent with Generally Accepted Accounting Principles and requirements of the Board 17 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Posting public notices of all Council meetings pursuant to the open meeting law (Arizona Revised Statute §38-431, et seq.); Recording the minutes of all Council, Executive Committee and committee meetings; Distributing copies of all summary minutes to committee members prior to the next regularly scheduled meeting; Notifying all Council members of the date, time, and place of upcoming meetings; Maintaining the roll of Council members, their addresses, telephone numbers, and membership representation categories; Maintaining member’s conflict of interest forms; Recording attendance at Council and committee meetings; Generating and distributing all correspondence; and Performing other duties as delegated by the Chair or Executive Committee. Section 4. Council Responsibilities The development of Council operating policies and procedures for the fulfillment of Council responsibilities rests with Council members, not the administrative staff. VIII. COMMITTEES Section 1: Membership. All Council members are strongly encouraged to be voting members of at least one (1) Council committee. Section 2: Committee Meetings. Each Committee shall meet as deemed necessary by the Committee Chair. Subject to the Open Meeting Law, special meetings may be called by the Chair or Executive Committee and shall be held upon no less than 48 hours advance notice of any special meetings to be conducted. The absence of the Committee Chair from any meeting shall not be sole grounds for the cancellation of that meeting. All committee and ad hoc committee meetings are open to the public. Section 3: Committee Chair. The Council Chair shall appoint all Committee Chairs subject to the approval of the Council. The Committee Chair’s duties and responsibilities include, but are not limited to: Directing the Committee’s affairs as its administrative officer; Presiding over Committee meetings; Setting the agenda for each Committee meeting; Ascertaining if a quorum is present for the transaction of business at all Committee meetings; Designating a Committee Member to preside over a Committee meeting in the absence of the Chair. Section 4: Chair Eligibility Any Council member is eligible for appointment as a Committee Chair if s/he meets the following eligibility criteria: 18 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 The individual is a voting member of the Committee; and The individual has been a full Council member for a minimum of six (6) months prior to his/her appointment. Section 5: Chair Removal. Committee Chairs may be removed from their positions for any of the following reasons: Interference with the work of the Committee and/or the Council; Conduct in office which would have a negative impact on the integrity of and/or the community’s confidence in the Committee and/or the Council; Acting in a unilateral fashion contrary to the expressed intent of the Committee; Violation of these Bylaws and/or the Arizona Open Meeting Statute; and/or Conviction of a criminal offense while in office. The removal as a Committee Chair shall be approved by two thirds majority vote of members in attendance in open meeting. Section 6: Voting. All Council members may attend any Committee meeting at any time but have no voting privileges unless they are a member of the Committee. If a Council member attends two consecutive Committee meetings the Council member may choose to become a voting member of that Committee. Section 7: Council Authority. Except as provided in Article XII of these Bylaws, all decisions of any Council Committee, including the Executive Committee, Committee Chair, and/or Council Officer are subject to the approval of the full Council by simple majority vote of the members in attendance in open meeting. Section 8: Responsibilities. The Council may establish committees and/or work groups at any time to address its goals, activities and new and emerging needs. Section 9: Quorum. In the event a committee cannot meet quorum and, as a result, is unable to vote on a matter of critical importance to the Council, the Executive Committee may decide the matter at its next scheduled meeting. The action of the Executive Committee taken under this section shall also be submitted to the full Council for approval by simple majority vote of the members in attendance in open meeting. IX. COMPENSATION Section 1. Reimbursement Members of the Council shall serve without compensation, but may be reimbursed for any pre- approved, actual and necessary expenses incurred in connection with their duties as a Council member. 19 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Consumers of Ryan White services may be reimbursed for reasonable travel expenses to facilitate their participation in the planning process. Section 2. Reimbursement Process Reimbursements approved under Section 1 of this Article shall be forwarded to the Part A Recipient for payment upon submission and approval of an invoice and/or receipt for transportation. X. CONTRACTS The Council and/or members shall not have the power or authority to bind Maricopa County or the Board by any contract. XI. GRIEVANCES Section 1: Grievances. The Council shall provide an appropriate administrative channel by which individuals and/or organizations may appeal allocation decisions of the Council. Types of grievances to be addressed by the Council include only decisions with respect to funding: Process of establishing service priorities (including how best to meet those priorities); Service priorities allocations; Process involving revising priorities or allocations; Deviation from established, written priority setting or resources allocation process (e.g., failure to follow established conflict of interest procedures); Deviation from established, written process for revising priorities or allocations; and/or Failure of the Council to exercise its powers to grieve the Recipient. Grievances against service providers are specifically excluded from discussion, consideration, or action on the part of the Council and/or any of its Committees. Grievances against service providers should be filed in accordance with the grievance procedure of the service provider involved. Section 2: Early Intervention. The Council shall endeavor to foster a successful grievance process through the concerted prevention of disputes by addressing issues as early as possible. Early interventions shall be extensively utilized to ensure as few disputes as possible, and include, but are not limited to: Open, honest communication; Council Bylaws assuring inclusive participation in decision-making processes and effective conflict of interest management; 20 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Public input is encouraged throughout each Council and Committee meeting with no prior clearances/arrangements necessary; Council members and public participants shall make every attempt to resolve any disputes to their mutual satisfaction prior to the filing of a formal grievance; and Council members and public participants shall encourage diverse expression and full dialogue at Council meetings. Section 3: Who May Grieve Council Decisions. Individuals or entities in Maricopa or Pinal County affected by the outcome of Council decisions may grieve Council decisions. Affected parties may include, but are not limited to, HIV service providers, providers eligible to receive Ryan White HIV/AIDS program funding, persons living with HIV and consumer groups including but not limited to PLWH coalitions and caucuses. Any party believing themselves to constitute an individual or entity affected by the outcome of a Council decision may bring a grievance in accordance with this Article. Section 4: Informal Resolution. Prior to filing a written grievance, the grieving party shall make every reasonable effort to resolve the dispute informally. Section 5: Rules for Grievance Process. The following ground rules shall apply to the entire grievance process: 1) Grievances must be submitted in writing and must contain the following information: A detailed description of the nature of the complaint; The reasons for the complaint; The specific process alleged to have been violated; The desired resolution; Any supporting documentation; and The name and contact information of the grieving party. 2) Grievances must be submitted within ten (10) business days following Council action. 3) Grievances must be submitted to Council Support. 4) If the request is for non-binding mediation, the grieving party must fully document attempts to resolve the complaint informally in accordance with Section 4 of this Article. 5) If the request is for binding arbitration, the grieving party must fully document attempts to resolve the complaint both informally and through non-binding mediation in accordance with Section 7 of this Article. 6) The Council may revise previous decisions retroactively based on the outcome of grievance processes. 7) No administrative filing fee shall be imposed. 21 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 8) The fees and costs of the Arbitrator or Mediator may be paid at the discretion of the Board from funds budgeted for that purpose in accordance with the fees and cost schedules set forth by the rules of either the Mediation Service of the Volunteer Lawyers Program of Maricopa County or the American Arbitration Association. Neither the grieving party nor the respondent, unless the Council itself is responding to a grievance, shall be responsible for the arbitrator’s or mediator’s fees and costs. No decision issued by an arbitrator or mediator shall include an assessment of fees and costs against either the grieving party or the respondent. Section 6: Who Shall Resolve Disputes. Third parties for formal dispute resolution shall be selected by a process whereby the Council Chair will provide a pre-selected list of eight (8) impartial mediators/arbitrators certified by either the Mediation Service of the Volunteer Lawyers Program of Maricopa County or the American Arbitration Association to the involved parties. Each party shall have one (1) opportunity to strike no more than two names from the aforementioned list. The Council Chair shall select one mediator/arbitrator from the remaining list of names. Selection of an impartial third party must be completed within ten (10) business days of a determination that both the grieving party and the grievance are qualified and that the grievance was filed in a timely manner. Section 7: Non-Binding Mediation Processes. After unsuccessful informal attempts to resolve the dispute and before filing a request for binding arbitration, a request for non-binding mediation must be submitted to Council Support within ten (10) business days of the Council action being grieved. The following additional rules shall be followed for non-binding mediation: 1) Council Support shall notify the Council Chair within two (2) business days as to the nature and scope of the grievance as well as the resolution sought. 2) Upon receipt of the grievance, the Council Chair shall immediately refer the matter to the appropriate committee for determination of the eligibility of the grieving party to initiate non- binding mediation, whether the grievance is within the scope of the processes, and whether the grievance has been filed in a timely manner. If the committee determines that both the grieving party and grievance are qualified and that the grievance has been filed in a timely manner, the matter shall proceed with the mutual selection of a mediator to occur within ten (10) business days. 3) If the grievance request is denied the grieving party wishes to proceed, s/he may appeal the denial to the Executive Committee. The Executive Committee may, upon a simple majority vote of members in attendance in open meeting, reverse the denial. The decision of the Executive Committee regarding the denial of a grievance request shall be final. 4) If the grieving party fails to respond within ten (10) business days after notification of the decision, the grievance will be deemed to have been resolved to the satisfaction of the grieving party. 22 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 5) Non-binding mediation may include any of the types of grievances listed in Section 1 of this Article including protesting and appealing allocations decisions. 6) The mediator shall be responsible for initiating a meeting of all relevant parties to the grievance within ten (10) business days of his/her selection and designating a mutually agreeable meeting place. If a mutually agreeable decision is not reached within five (5) business days following the meeting, the mediator shall declare an impasse and inform the parties of additional steps (i.e., binding arbitration) which are available. Section 8: Binding Arbitration. After both unsuccessful informal attempts and unsuccessful non-binding mediation to resolve the dispute have been exhausted, a written request for binding arbitration must be submitted to Council Support within five (5) business days following a mediator’s declaration of an impasse. The following additional rules shall be followed for binding arbitration: 1) Council Support shall notify the Council Chair within two (2) business days as to the request for binding arbitration. Strict confidentiality shall be maintained by all parties involved in accordance with the rules of the American Arbitration Association and Section 5 of this Article. 2) An arbitrator shall be selected in accordance with Section 6 of this within ten (10) business days. 3) The arbitrator shall designate a mutually agreeable meeting place and resolve the dispute in accordance with American Arbitration Association rules. 4) The arbitrator is responsible for notifying both parties and the Council Chair of his/her decision. 5) The decision shall be made promptly by the arbitrator and, unless otherwise agreed by the parties or specified by law, no later than thirty (30) calendar days from the date of the closing the hearing, or, if oral hearings have been waived, from the date of the American Arbitration Association’s transmittal of the final statements and proofs to the arbitrator. 6) The decision of the arbitrator is final and may not be appealed. XII. CONFLICT OF INTEREST Section 1: Definitions. Conflict of interest is defined as an actual or perceived interest by a Council member in an action that results or has the appearance of resulting in personal, organizational, or professional gain. A Council member shall be deemed to have a conflict of interest if the member, and/or the member’s relative is a director, trustee, member, paid employee of, or has a financial interest in any entity seeking funding or providing services funded by Federal Ryan White legislation. For the purposes of these Bylaws, a relative is the spouse, child, child’s child, parent, grandparent, brother or sister of the whole or half blood and their spouses and the parent, brother, sister or child of a 23 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 spouse of a Council member. Unmarried domestic partners of Council members are regarded in the same manner as a spouse. Section 2: Grant Administration. The Council shall not be directly involved in the administration of a grant nor shall the Council designate or otherwise be involved in the selection of particular entities as sub-Recipients of any of the amounts in the Part A grant. The Council may be involved in selecting particular entities or individuals to carry out activities directly related to Council functions and responsibilities. Section 3: Contract Selection. An individual shall serve on the Council only if the individual agrees that if the individual has a financial interest in an entity, if the individual is an employee of a public or private entity, or if the individual is a member of a public or private organization, and that entity or organization is seeking Part A funding, the individual will not, with respect to the purpose for which the entity seeks such amounts, participate, either directly or in an advisory capacity, in the process of selecting entities to receive such amounts for such purposes. Section 4: Directives. The Council may, at its choosing, provide guidance to the Recipient regarding the types of organizations that may best meet each service priority established by the Council in an effort to help guide the Recipient in how best to meet the established service priorities. However, the Council shall not select which particular organizations receive funding, either by specific direction or by narrowly describing a type of organization. Section 5: Council Support. Council members who have a conflict of interest by providing Council Support Services to the Council will be ineligible to serve as an officer on the Council’s Executive Committee. Section 6: Consumers. Conflict of interest generally does not refer to persons living with HIV whose sole relationship to a Part A service provider is as a client receiving services or serving as an uncompensated volunteer working fewer than 30 hours per week. Section 7: Part A Service Provider Affiliation. Members of the Council affiliated with a Part A Sub-Recipient shall state the name of the organization and declare conflicts of interest during introductions at every Council or Committee meeting. Members shall abstain from votes which would appear to result in personal, professional, or organizational gain. Members may respond to specific questions asked about a service category in which the individual’s organization provides services but the member may not initiate such a discussion. Section 8: Disclosure Forms. All Council members must sign a Conflict of Interest and Affiliations Disclosure Form indicating their willingness to disassociate from any actual or perceived special interests during Council deliberations and agreeing to act only on behalf of the broadly affected HIV community in its totality. It is the responsibility of the Council member to update his/her Conflict of Interest and Affiliations form as necessary, and at a minimum, once every six months. 24 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17 Section 9: Voting. Any Council member with a real or perceived conflict of interest shall be prohibited from voting on issues related to a particular organization or category of service, except as provided in this Article. Section 10: Determinations. The Council Chair, other Council members or the person alleged to have a conflict of interest may call for a vote to determine whether a member will have voting privileges on any issues in question. Section 11: Violations. Council members found to be in violation of the Council’s Conflict of Interest Policy may be subject to disciplinary action. Disciplinary action under this Section shall include, but not be limited to, the following: Asking the member to leave the room during the discussion of and/or the voting on a particular service category or organization; Removal of the member from a Committee membership; and/or Removal of the member from the Council membership. XIII. EFFECTIVE DATE These Bylaws shall become effective as of August 1, 1996 or sooner, upon appointment of Council members by the Board. All future amendments thereto, unless specified, shall become effective upon adoption by the Board. XIV. AMENDMENTS Section 1. Authority These Bylaws shall only be amended, suspended or changed in any manner by the Board. Section 2. Amendment Process Proposed amendments shall be submitted to the appropriate committee for consideration. Proposed amendments shall be submitted in writing to the full Council a minimum of two weeks prior to the next scheduled meeting at which the amendments will be considered. Any amendments must be consistent with the Legislation. The Council may propose amendments to these Bylaws by submitting written recommendations to the Board or its designee. Once quorum is established, a two thirds majority vote of members in attendance in open meeting, shall be required to recommend amending the Bylaws. Section 3. Availability The Council Chair, Council Support and the Recipient shall keep updated copies of the Council Bylaws and Glossary and shall make the most current version available to all Council members and the public upon request. 25 Approve by Rules Committee 03.14.17 Approved by Maricopa County Attorney 03.27.17 Approved by Planning Council 5.11.17