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As adopted by the
Annual Town Meeting of Berlin, Connecticut
October 1 , 1956
Revised: May, 1966 ; May 1969 ; January 1977; April 1979; May 1983 ;
March 1984 ; June 1985 ; February 1990 ; November 1992 ; 1994 ; March 1995;
February 1996 ; May 1998 ; April 2000 ; October 2006 ; February 2007 ;
November 2012 ;January 2013 , January 2016 .
Reviewed: June 1971 ; June 1973 ; May 1984 ; April 1986 ; May 2006 .
ARTICLE I
The name of this Agency shall be the Berlin Visiting Nurse Agency
(Berlin VNA) , as stipulated in the resolution adopted by the Town
Meeting on November 12 , 1953 , with subsequent name change as
adopted in the Charter of the Town of Berlin, Connecticut on
November 5, 2002 . The Agency shall refer to the full name of the
Agency throughout the Bylaws .
Section 1 MISSION
The mission of the Berlin Visiting Nurse Agency is to provide public
health nursing services, visiting nurse services, school health services
and other health services, which do not conflict with the duties of the
Director of Health of the Town of Berlin in accordance with Connecticut
General Statutes and regulations of the Department of Health Services
and the statutes and regulations of the United States Government .
Section 2 : AGENCY GOALS
A. To maintain standards of practice for a Health Agency in
accordance with the Statutes and Regulations of the
State of Connecticut and the United States Government .
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B. To support the Director of Health for the Town of Berlin
in duties delegated to the Agency.
C. To offer reasonable and needed intermittent home health
services in accordance with Agency policies relating to
patient care .
D. To provide health services and supervision to
individuals and families in the home .
E. To provide health awareness and education programs to
the Community.
F . To aid in development of a community health program by
coordinating and cooperating with other community
health, social and welfare agencies .
G. To provide school health services as outlined by
contract and that meet standards of practice compatible
with Connecticut State Statutes .
H. To assess, measure and evaluate programs and policies to
1 improve organizational performance .
I . Nothing shall conflict with 18-17-3 of the Berlin Town
1 Charter and State Law.
ARTICLE II
BOARD OF DIRECTORS
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Section 1 . BOARD OF DIRECTORS GOALS :
A. To ensure quality of health services that meet the needs
of the community.
B. To develop and interpret the agency' s governing
policies .
C. To ensure fiduciary responsibilities for all programs .
D. To assist the Agency Administrator in the
administration of a generalized community health
service .
E . To assist in developing a collaborative Community Health
Program with other organizations .
F. To assist with and promote volunteer activities .
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Section 2 . MEMBERSHIP
A. There shall be a Board of Directors which shall consist
of twelve (12) electors of the Town for terms of three
(3) years, provided, one third (1/3) of said director' s
terms shall expire each year. In accordance with the
State of Connecticut Statute Sec . 9-167a, and the Berlin
Town Charter, a maximum of two-thirds of the total
membership of the Board of Directors (7 members) may be
of the same political affiliation. All members shall
comply with the code of ethics as defined in Chapter (9)
of the Town Charter.
B . The Medical Director, Town Manager, and the
Superintendent of Schools, may be invited to attend
meetings and may participate without vote .
Section 3 . ELECTION AND TERM OF OFFICE
CTI O
A. On or before January first, the Board shall submit
recommendations to the Town Council for membership
consideration. The Town Council shall appoint four (4)
Board members to serve three (3) year terms . Appointed
Director ' s shall take office at the Annual Board of
Directors meeting after being sworn in by the Town Clerk.
B. In the case of death, disability, resignation or ex-
tended leave of absence of a Director, the Board of
Directors shall request the Town Council fill any
unexpired terms created by vacancies .
C. Excused absence is one that is approved by the
Chairperson of the Board of Directors . The unexcused
absence of any Director from three (3) regular meetings
during the year will be considered equivalent to
resignation. These instances will be referred to the
Town Council .
D. The Town Council shall also have the power to remove
any member as follows :
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(1) Upon such a member ' s absence from three (3)
consecutive meetings of the Board without
justifiable cause .
or
(2) Upon such a member ' s absence from thirty
percent of regular meetings, whether regular
or special meetings, without justifiable cause
during the twelve (12) month period commending
on February first (1st) of each calendar year;
(3) For cause, after reasonable notice, and a
hearing held at a regularly scheduled Council
meeting, at which said member shall have an
opportunity to be heard and may be accompanied
by legal counsel .
E. Resignations for all other reasons must be in writing
and directed to the Town Clerk.
Section 4 . OJECTIVES
A. To incorporate accepted standards and current trends in
the field of health when developing agency policies,
procedures and strategic plan.
B. To identify and recommend suggestions regarding the health
needs of the Town of Berlin
C. To approve programs and policies formulated by the Agency
Administrator with approval of the Professional Advisory
Committee and Board of Directors .
D. To reinforce to the community the needs and programs
of the Agency.
E. To recruit volunteers to serve the Agency.
F. To represent the Agency' s Special Purpose Gift Fund.
Fund.
G. To approve an annual agency budget prior to presentation
to the Town Council .
H. To select a qualified full time Agency Administrator who
meets state & professional regulations required for
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licensure .
I . To appoint a Professional Advisory Committee .
J. To maintain and evaluate a Quality Assurance -
Organizational Improvement Program.
K. To define long and short range strategic and operational
plans .
L. To provide the Department of Public Health the names and
addresses of each officer and member of the Board of
Directors at time of survey.
M. To notify the Department of Public Health and Human
Services of the State of Connecticut within three
(3) days of the appointment of a new Agency administrator
and within forty-eight (48) hours when employment has been
terminated.
N. To provide on-going monitoring to assure that the
Agency' s mission is consistently sustained over time .
O. To support the fostering of an environment of professional
development for the recruitment and retention of qualified
staff .
ARTICLE III
OFFICERS OF THE BOARD
Section 1 . OFFICERS
A. The officers of the Board of Directors shall be a
Chairperson, a Vice-Chairperson, Secretary and
Treasurer for a term of one year or until a
successor shall have been elected.
Section 2 . ELECTION
A. Election shall be by ballot .
B . The officers shall be elected from the membership
of the Board of Directors at the February annual
meeting from a slate which has been
prepared by the Nominating Committee . The
presiding officer shall also call for nominations
from the floor.
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1 . When the vote is unanimous for each
Candidate, the Secretary shall be directed
to cast one vote for the slate as
presented.
2 . In the event that the vote is not
unanimous for each candidate, paper
ballots shall be circulated for the
contested positions . Each position
being voted on must be listed as well
as the person' s name for whom the ballot
is being cast and signed by the individual
voting.
Section 3 . PROCEDURES
If the Charter, State Law or Bylaws do not speak to a
matter, "Roberts Rules of Order" , shall be followed.
A. Chairperson
1 . To delegate to the Administrator that an annual
written agreement between the Agency and the Berlin
Board of Education and all other
pertinent agreements . The contract provided-
School Health Services is signed on or about
the second Monday of June and becomes effective
on July 1 .
2 . To present a written request to the Mayor
as prepared by the Nominating Committee that
the appointment of four (4) directors be placed on
the Agenda of the Council in January of each year
for its approval .
3 . To notify the Town Clerk, through the
Administrator, in writing, of any changes in
meeting dates and to provide the Town Clerk with an
agenda for each meeting, within 24 hours of the
meeting.
4 . To follow the requirements of the State of CT FOI .
5 . To appoint annually, members of standing and ad-hoc
committees .
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6 . In the event of the vacancy in the office of the
Berlin VNA Administrator the Chairperson will
appoint a Search Committee consisting of the
Chairperson of BVNA, Personnel Committee
Chairperson and three representatives of the Board,
for selection of a new BVNA Administrator.
The Town Manager, current Agency Administrator,
Medical Director and another Home Care
Administrator may serve as consultants but do not
have a vote in the final decision.
Berlin Town recruitment procedures will be used for
the recruitment process .
The Search Committee will recommend and the Board
of Directors will select the final candidate and
notify the Town Manager.
B. Vice-Chairperson
1 . To serve as Chairperson in absence of the
elected Chairperson of the Board of
Directors .
C. Secretary
1 . To edit minutes taken by the Commission Secretary.
2 . To take minutes at any meeting when the
Commission Secretary is absent .
3 . To conduct any correspondence delegated by the
Board of Directors .
D. Treasurer
1 . To serve as Chairperson of the Finance
Committee .
2 . To monitor the financial records of the Agency
and the Berlin VNA Special Gift Fund.
3 . To assist in preparation of the annual budget in
conjunction with the Finance Committee and Agency
Administrator, a copy of which must be submitted to
the Town Manager on or before the date requested by
the Town Manager.
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ARTICLE IV
MEETINGS
Section 1 . MEETINGS
A. There shall be an Annual Meeting of the Agency
in February.
B . Regular meetings of the Board of Directors shall be held
in February, April , May, June, September and November
unless otherwise designated by the Board of Directors . It
shall be the duty of the Agency Administrator to attend
such meetings .
C. A majority of the Board of Directors shall constitute a
quorum one of whom shall be an officer.
D. Special meetings may be called by the Chairperson
of the Board of Directors or a quorum of the Board
of Directors, providing the Town Clerk has been
notified and an agenda provided, within 24 hours of the
meeting. Only items on the agenda may be discussed.
ARTICLE V
COMMITTEES
Section 1 . APPOINTMENTS COMMITTEES
A. Standing committee members shall be appointed annually by
the Chairperson of the Board. The Committee Chairperson
shall be a member of the Board of Directors and chosen by
the members of the committee except where otherwise noted.
Committee membership does not require that one be a member
of the Board of Directors .
The Chairperson of the Board and the Agency Administrator
are ex-officio members, but do not have voting privileges .
B. Additional standing, special or ad-hoc committees shall be
appointed by the Board of Directors in consultation with
the Agency Administrator on an as needed basis in order to
carry out the objectives of the agency. Such committees
shall be appointed as in Section l .A.
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C. Executive Committee
The Executive Committee shall consist of the officers of
the Board of Directors . They shall meet as needed prior to
the monthly meeting of the Board of Directors to
review and discuss agency business . Other meetings shall
be called by the Chairperson of the Board or by any three
(3) members of the Executive Committee . They shall have
the authority to transact any emergency business in
between meetings subject to ratification at the next
regular meeting of the Board of Directors .
D. Finance Committee
There shall be a Finance Committee chaired by the
Treasurer and at least two other Board of Directors
members appointed by the Chairperson. The duties include :
1 . To receive reports of the monthly receipts and
expenditures .
2 . To make recommendations on increases or decreases in
expenditures or changes in financial policy.
3 . To review the annual budget prepared by the Agency
Administrator.
4 . To propose a recommended annual budget to the Board
of Directors .
5 . To present and/or speak in support of the budget at a
hearing with the Manager and/or Town Council .
6 . To report monthly to the Board of Directors .
E. Governance Committee
This Committee consisting of at least three (3) Board
members who shall review the Agency' s Bylaws at least
every two (2) years : making revisions as needed.
F . Nominating Committee
Shall be elected from the membership of the Board of
Directors . The duties shall include :
1 . To prepare a slate of officers for election at annual
meeting of the Agency.
2 . To recruit and propose new members who meet the
criteria for membership to the Board of Directors .
3 . To present a list of Nominees, by January, to the
Manager/Town Council for appointment to the Board of
Directors .
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G. Public Relations Committee
Shall have the following duty:
1 . To have the opportunity to review marketing strategies
and press releases to the public prior to publication.
H. Quality Assurance/Organizational Improvement Committee
Shall have the following duty:
1 . The Quality Assurance Consultant will present to the
Professional Advisory Committee and Board of Director' s
the Annual Quality Assurance Report of the Agency.
I . Personnel Committee shall have the following duties :
1 . To support an environment
A. For professional development, and
B. For the recruitment and retention of qualified
staff .
J. Strategic Planning Committee
Shall have at least three (3) members of the Board of
Directors which includes the Chairperson of the
Board, representatives from the staff and town agencies as
appropriate . The duties shall include :
1 . To establish short and long range goals for the Agency
to meet its established mission.
2 . To ensure that the strategic plan of the agency is
communicated to all members of the staff and the Board
of Directors .
Section 2 . ADVISORY COMMITTEES
Shall be appointed by the Board of Directors . They shall act
in an advisory capacity. They shall present oral or written
reports to the Board of Directors . The Chairperson shall be
chosen from among the membership . The Chairperson of The
Board and the Agency Administrator shall be ex-officio
members . The duties of all advisory committees shall
include :
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1 . To review and approve policies covering skilled
nursing and other therapeutic services and the
professional health aspect of other policies at least
annually.
2 . To review administrative and medical policies
annually and suggest changes .
3 . To act as liaison with other professional groups .
4 . To assess the on-going reports of the Quality
Improvement Committee and recommend changes as
necessary.
5 . To participate in the Quality Improvement Plan and
assume other responsibilities as outlined in section
19-13 D68 . (General Requirements for Licensure of
Connecticut Home Health Agencies . )
6 . Provide written documentation of the attendance,
agenda, and actions taken at these meetings, The
minutes shall be read and accepted at the next regular
meeting of the Board of Directors following the
Professional Advisory Committee Meetings . These
minutes shall be available at anytime to the
Commissioner of Public Health, State of Connecticut .
A. Professional Advisory Committee
Shall consist of at least one active public health nurse,
one physician, one therapist representing at one of the
skill therapy services provided by the Agency, and one
social worker. Representatives shall be in active
practice or shall have been in the active practice of
their profession within the last five (5) years . The
committee shall hold at least two (2) meetings annually.
ARTICLE VI
TOWN CODE OF ETHICS
(Chapter 9 of Berlin Town Charter)
There is the Town Charter established a code of ethics for all
town officials and employees . The purpose of this code is to
establish ethical standards for all such officials and employees
by prohibiting acts or actions incompatible with the best
interests of the town and by directing disclosure of such
officials and employees in private, financial or other interests
in matters affecting the town. The provisions and purpose of this
code and such rules and regulations and standards as shall be
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established here under Section 9 of the charter, are hereby
declared to be in the best interest of the Town of Berlin.
Section 9-3 : Conflict of Interest
Section 9-4 : Standards of Conduct
Section 9-5 : Administration of the Code
Section 9-6 : Applicability of Provision
Section 9-7 : Validity of Sections
The Executive Committee will review each possible conflict of
interest occurrence and make an appropriate recommendation for
action to the general membership of the Board of Directors and
Town Council . Each Board member will sign an annual Conflict of
Interest Statement .
ARTICLE VII
FISCAL YEAR
The FISCAL year will be the Town of Berlin Fiscal Year.
ARTICLE VIII
AMENDMENTS
These Bylaws may be amended at any regular meeting of the Board of
Directors by a vote of two-thirds of the Directors present, pro-
vided a copy of the proposed changes have been sent to the members
of the Board of Directors at least six days prior to the meeting.
ARTICLE IX
Parliamentary Authority
Except as otherwise provided by the Charter or these Bylaws,
"Roberts ' Rules and Order" shall govern procedural matters . In
the event of conflict, State and Federal Law prevails over the
charter. The Town Charter prevails over these Bylaws .
Headings are for convenience of reference only, and are not part
of these Bylaws .
As the context requires, the singular includes the plural , the
plural includes the singular and a reference to a gender includes
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all genders .
"Roberts' Rules and Order" . Reviewed by Henry M. Roberts,
published by Scott-Foresman and Co . (Latest Edition)
Reviewed by P .A. C. 1983 ; 1984 ; 1985 ; 1986 ; 1987 ; 1988 ; 1990 ;
1992 ; 1994 ; 1995 , 1996
cmw 5-26-98
revised 4/2000
10/2006
2/2007
11/2012
1/2013
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