Break Free Alliance

ARTICLE I - General

Section 1. Name. The name of the organization shall be Break Free Alliance.

Section 2. Administration. Break Free Alliance operates under the administration of the Health Education Council (HEC), a private non-profit 501c (3) organization. The Board of Directors of HEC is the legally responsible party for all fiscal, personnel, and program activities of Break Free Alliance.

ARTICLE II - Mission

The mission of Break Free Alliance is to reduce the burden of tobacco use in low socioeconomic status (low SES) populations.

ARTICLE III - Stakeholders

Section 1: Membership. A Break Free Alliance stakeholder is an organization or individual who may:

1.     serve the low SES community,
2.     demonstrate an interest and expertise in tobacco control and prevention, or
3.     have access to funding or other resources that will further Break Free Alliance initiatives.

Section 2: Limits. There shall be no limit set on the number of Break Free Alliance stakeholders.

Section 3: Rights. Stakeholders may serve on committees. They may be nominated to the Coordinating Council.

Section 4: Removal. Stakeholders may be removed by two-thirds vote of the Coordinating Council.

Article IV - Coordinating Council

Section 1. Governance. General governance of Break Free Alliance activities shall be vested in the Coordinating Council. The members of the Coordinating Council shall be the voting members on all business of Break Free Alliance.

Section 2. Voting Rights. At any meeting of the Coordinating Council, each member shall be entitled to one vote. Each Coordinating Council member has the right to vote by mail, telephone call, e-mail, or any other means of electronic or telephonic transmittal. Proxy voting is not permitted.

Section 3. Term. Coordinating Council members shall serve up to 4 years or until a successor is elected or appointed and may be elected to additional terms.

Section 4. Composition. The Coordinating Council shall not exceed 15 stakeholders.

Section 5. Compensation. Coordinating Council members shall serve without compensation, but will be reimbursed for travel expenses pursuant to separate policy.

Section 6. Removal. Coordinating Council members may be removed by two-thirds vote of the Council.

ARTICLE V - Coordinating Council Officers

Section 1. Chair. The Chair shall:

A.     Conduct all meetings.
B.     Consult with staff in the development of the agenda.
C.     Be the primary spokesperson for the organization.
D.     Appoint all committee chairs with the concurrence of the Coordinating Council.
E.     Schedule meetings and conference calls, as needed.

Section 2. Vice Chair. The Vice Chair shall:

A.     Preside at meetings in the absence of the Chair.
B.     Fulfill the unexpired term of the Chair should such a vacancy occur.
C.     Serve as the primary liaison with committee chairs regarding their duties and update the Chair accordingly.

Section 3. Secretary. The Secretary shall:

A.     Ensure that minutes of all proceedings and meetings are kept.

B.     Review meeting minutes before dissemination.

Section 4. Terms of Office.

       Initially, the first Chair, Vice Chair, and a Secretary shall be appointed by the Program Director for a one, two, and three year-term respectively, and thereafter each succeeding officer shall be elected and serve a two-year term. No officer shall serve more than three consecutive terms in the same office.

Section 5. Election. Excluding the initial officers, all election of officers will occur at the annual meeting.

ARTICLE VI - Program Director and Coordinators

The Break Free Alliance Program Director shall:

1.     Be hired, supervised, and evaluated by the Executive Director of the administrative agency.
2.     Hire and manage all Break Free Alliance staff.
3.     Be responsible for the administration of Break Free Alliance program activities and budget.
4.     Carry out directives of the Coordinating Council.
5.     Be the primary liaison with funders, partners, stakeholders, Coordinating Council and the public on Break Free Alliance matters.
6.     Participate on Centers for Disease Control and Prevention/Office on Smoking and Health conference calls, attend statewide and national conferences and other meetings as appropriate to promote Break Free Alliance priorities.

Break Free Alliance Program Coordinators shall:

1.     Be hired, supervised, and evaluated by the Break Free Alliance Program Director.
2.     Be responsible for assisting the Program Director in the administration of Break Free Alliance program activities and budget.
3.     Prepare and distribute communications to the Coordinating Council and Stakeholders.
4.     Attend Coordinating Council and committee meetings.
5.     Staff at least one standing committee.

ARTICLE VII - Meetings

Section 1. Definition. A meeting is defined as a face-to-face, conference call, or other electronic means of simultaneous communication.

Section 2. Coordinating Council meetings. Break Free Alliance shall conduct at least two business meetings annually at a time and place determined by the Executive Committee to provide strategic guidance of the network and control operational work. Other meetings may be called as necessary.

Section 3. Quorum. The quorum at a Coordinating Council meeting shall be a majority of its participating members, including at least one officer.

ARTICLE VIII - Committees

Section 1. Composition of standing committees. There shall be the following committees:

A.     Communications Committee

          The committee shall focus on communication approaches including dissemination of recommendations and promising practices, publishing relevant materials, presenting at conferences/other events, and convening partners.

B.     Network Development Committee

          The committee shall focus on external and internal development of Break Free Alliance by pursuing activities that establish Break Free Alliance as a leader in the field and enhance the network internally by identifying and recruiting new stakeholders to expand the network.

   C. Sustainability Committee

         The committee shall focus on sustaining and expanding Break Free Alliance by securing resources, developing a marketing plan, and working to extend Break Free Alliance
globally.

Section 2: Ad hoc Committees. The Chair shall have authority to appoint ad hoc committees.

ARTICLE IX - Executive Committee

Section 1. Composition. The Executive Committee shall be composed of the officers, chairs of the standing committees, and the Program Director, who has voting privileges.

Section 2. Responsibilities. The Executive Committee shall act on those matters requiring immediate action during the interim period between regularly scheduled stakeholder meetings. Any actions shall be duly
reported to the Coordinating Council.

ARTICLE X - Parliamentary Authority

Meetings and other actions of Break Free Alliance, unless otherwise provided in these bylaws, shall be governed by Robert's Rules of Order Newly Revised.

ARTICLE XI - Amendment of Bylaws

These bylaws may be amended at any annual Break Free Alliance meeting by a two-thirds vote of those present and voting, provided that the proposed amendment(s) has been received by the Coordinating Council at least 30 days prior to the annual meeting.

These bylaws may also be amended by recommendation of the Executive Committee to the Coordinating Council and with their two-thirds approval.

Adopted September 9, 2008