BYLAWS OF THE NORTH CENTRAL ALL-HAZARDS EMERGENCY MANAGEMENT REGION BOARD OF DIRECTORS

(Serving Adams, Arapahoe, Boulder, Broomfield, Clear Creek, Denver, Douglas, Elbert, Gilpin, and Jefferson Counties).

These Bylaws govern the affairs of the Board of Directors (the Board) of the North Central All-Hazards Emergency Management Region (the Region). The Board has adopted these Bylaws without incorporation, yet acknowledging a necessity for operating of rules to provide continuity within the organization.

Article I
Objectives and Functions of the Board

1.01 Objectives of the Board.

To create and function as a representative body for the entire region in the efforts of Homeland Security and Emergency Incident Planning pursuant to Executive Order D 018 01 issued by the Governor of the State of Colorado.
Disseminate information in a timely manner to all of the regional interests as it relates to security and planning activities.
To hire or cause to be hired any recognized experts needed to assist with this project.
To evaluate any planning projects and approve invoices for work done within this scope.
To communicate regularly with the financial/fiscal agent as well as any members from the representative counties to ensure proper communication.

1.02 Functions of the Board.

Review, assess and approve risk assessments conducted within the region.
Review, assess and approve capability assessments conducted within the region.
Review and approve regional project priorities and, as necessary, budget modifications.
Monitor Regional capability development (based on Federal Target Capability List).
Promote the incorporation and daily use of NIMS & ICS across the Region.
To develop protocols for the proper use of federal grant funds to be utilized in the region for security, planning, exercises, training and equipment procurement.

Article II
Membership of the Board

2.01 Members.

The members of the North Central All-Hazards Emergency Management Regional Board shall be comprised of 2 representatives for each county within the region, one representative from the RETAC(s) operating within the region and one representative from the Colorado Front Range Metropolitan Medical Response System (MMRS).

2.02 Alternate Member

Alternate members may be appointed by the board member. Said alternate shall have authority to act on behalf of and in the absence of the member.

2.03 Appointment

Members shall be appointed in writing from the member - entity from one of the disciplines of emergency response/management listed below:

Law Enforcement
EMS- Fire Based
EMS- Non-Fire Based
Emergency Management
Fire
Public Health
Government Administration
Health Care
Hazardous Materials
Public Safety Communications
Public Works

2.04 Duties of Board Members.

The members shall timely perform such duties and take such actions as may time to time be required to conduct the business of the organization. The appointed Board member will provide representation for all of the responder agencies and organizations within the entity that he/she has been appointed from.

2.05 Term of Board Members.

A Board member will maintain his/her position on the NCR Board until that appointment is terminated or changed by the represented entity.

2.06 Compensation.

No member will receive compensation for their services as Members; however, members may be reimbursed for travel and lodging if such travel is pertinent to board activities, has been approved by the Board and funds are available for such purpose.

2.07 Withdrawal by Member.

Any member may withdraw upon written notice to the Board with advisory notice to the representative county. Any member may be terminated, expelled or suspended for actions deemed unethical or illegal under the generally recognized regulations governing public officials, upon 2/3 majority votes of members in attendance.

Article III
Meetings

3.01 Place of Meeting.

The Board may hold its meetings at such place or places, within the geographical area of the membership, as it may choose.

3.02 Regular Meetings.

Regular meetings of the Board shall be held whenever needed; but, as a minimum at least once a month. The time and place of the meeting shall be within the geographical area of the region and as determined by the Board. Notice of meeting shall be given to all Board members and alternates not less than three days prior to the meeting date.

3.03 Special Meetings.

Special meetings of the Board may be called at the request of the Chair of the NCR Board. Special meetings shall be at a place and time as the Chair may determine.

3.04 Quorum and Manner of Acting.

Except as otherwise provided by statute or by these Bylaws, a quorum for Board of Directors meetings shall consist of not less than 51% (12 members) representation of the Board. A quorum will be necessary for any transaction of business at any meeting and the act of a majority of the Board present at any meeting at which a quorum is present shall be deemed to be an act of the Board. In the absence of a quorum, a majority of the Board present may adjourn any meeting, and reconvene once a quorum is assembled, without giving further notice.

3.05 Meeting Attendance.

The policy of the Board is to require attendance at all Board meetings. On selected occasions, Board Members may elect to teleconference into Board meetings (with suitable notification and coordination). In the event a Board member misses three or more consecutive meetings, the Board may, if deemed appropriate, ask for the resignation of that member; or may take appropriate action against said member pursuant to paragraph 2.07 of these Bylaws.

3.06 Vacancies.

In the event of a vacancy, a replacement will be requested from the affected county commission and/or county staff and from one of the disciplines listed in paragraph 2.03 above.

3.07 Meeting of the Advisory Task Force.

An Advisory Task Force meeting will be held at least semi-annually to discuss any business that they may be deemed necessary and to advise and update task force participants of the region’s activities. All task force representatives shall be notified of the time and place of the advisory task force meetings not less than 7 calendar days prior to the meeting. These meetings will be held within the geographic region and will be noticed by all means possible. Such meetings will be open to all interested parties from the ten county region.

3.08 Roberts Rules of Order.

All matters not covered by these By-Laws shall be governed by Robert’s Rules of Order.

Article IV
Officers

4.01

There is to be elected from within the Board the following officers to ensure that business is conducted professionally and without interruption.

Chairperson. The Chairperson shall assume all duties normally associated with that office. He or she shall, when present, preside at all meetings of the Board. He or she shall ensure that all orders and resolutions of the Board are properly implemented; and, with the proper authorization by the Board, shall execute and deliver necessary documents and contracts in the name of the Board. The Chairperson is a non-voting member of the Board except in the cases of a tie vote in which case the Chair will cast the tie-breaking vote.
Vice Chairperson. Shall assist the Chair and carry out duties as prescribed by the Chair and/or the Board of Directors. In the absence of the Chair, the Vice Chair shall preside at meetings of the Board. The Vice-Chair is a non-voting member of the Board unless serving as the Chair during a meeting where there is a tie vote (see paragraph 4.01 A above).

4.02. Homeland Security Coordinator.

The coordinator shall conduct the day-to-day business as a representative agent for the region based upon the direction and guidance of the Board. He/she will ensure that all actions are pursued with a regional viewpoint and approach. The Coordinator will serve as the region’s primary liaison for all regional actions and subject areas to include homeland security operations planning, counter-terrorism planning, training coordination, exercise planning/execution, risk assessments and capability assessments. He/she will support the Chair/Vice-Chair as needed to execute regional business.

Article V
Transactions of the Board

5.01 Contracts.

The Board may authorize any officer of the Board to enter into a contract or to execute and to deliver any instrument in the name of and on behalf of the Board. An affirmative simple majority vote by the Board members present is required to approve any action by the Board.

5.02 Minutes.

A record of proceedings of all meetings of the Board shall be kept in the form of meeting minutes. All minutes, once approved by the Board, shall be retained by the Homeland Security Coordinator.

5.03 Gifts.

The Board may accept on behalf of the region, any grants, gifts, bequests or devise for the general purpose or for a specific purpose of the Board.

Article VI
By Laws Adoption/Amendment

6.01 Adoption.

The minutes of the meeting at which a final vote of adoption is taken shall record the vote and, if required vote is achieved, shall serve in lieu of the signatures of voting members.

6.02 Amendment.

These bylaws may be amended by a minimum of 2/3 affirmative votes of the full Board membership after a proposed amendment has been presented at a regular or special NCR Board meeting.

APPROVED AND ADOPTED BY THE BOARD OF DIRECTORS OF THE NORTH CENTRAL ALL-HAZARDS EMERGENCY MANAGEMENT REGION THIS 13th DAY OF APRIL 2006.

//Original Signed//
J. Grayson Robinson, Chair