This organization shall be known as the Walton County Citizens Advisory Council on Aging,

Inc. Doing business as Emerald Coast Council on Aging-ECCOA. We are Hope Peddlers of

Northwest FL-Helping seniors stay in their homes since 1967. This is an IRS 501-c-3

company that follows the guidelines for tax exemption.

Section 1: Number of Board Members

The business, property, and affairs of this corporation shall be managed by a Board of Directors consisting of no more than 15 persons and no fewer than 5.

Section 2: Term of Elected Officers of the Board

Members shall be elected for a term of three years, with term limits of 2 consecutive terms. Elected officers shall be elected at any board meeting by a majority of members in attendance. Vacancies due to resignation or expulsion shall be filled at the next board meeting following the acceptance of the vacancy.

Section 3: Resignations

Resignations from the Board shall be submitted in writing to the President and acted upon by the Board of Directors at their next regular meeting.

Section 4: Expulsion

A Board Member may be expelled by a majority vote at any duly convened meeting for failure to comply with the Articles of Incorporation, bylaws, or any adopted policies, rules, or regulations of the corporation. A 30-day notice of the proposed expulsion, detailing the reasons, must be given, and the member has the right to be heard in person or by counsel at the meeting where the expulsion will be considered.

Section 5: Qualifications

Board members shall be residents the state of Florida. Those employed by the Council on Aging or affiliated with the agency, or those related to other members, shall not serve on the Board.

Section 6: Duties of the Board of Directors

The Board of Directors shall manage all business of the Walton County Council on Aging, Inc., approve policies, financial reports, and personnel issues, and provide overall guidance of the corporation’s affairs.

Section 7: Quorum

One-third of the Directors present shall constitute a quorum to transact business. A majority of a committee is required for a quorum. No business shall be transacted without a quorum, but a majority of the present members may adjourn the meeting until a quorum is present.

Section 8: Time of Meetings

Regular meetings shall be held once every other month in the Council on Aging offices. Notices will be sent the Friday prior to the meeting. Special meetings must be approved by the Executive Committee before being called. Special or emergency meetings can take place via text with those notes being printed and approved at the next board meeting.

Section 9: Vacancies

Vacancies on the Board of Directors shall be filled by election by the remaining Directors to complete the term of the vacancy. Members may not miss three consecutive meetings without a legitimate excuse. Presence by phone or video (Teams/Zoom) is acceptable for attendance

Section 10: Removal of Board Members, Officers, or Directors

Any Director, officer, or Board member may be removed by a majority vote of the Board whenever the Board believes it is in the corporation’s best interests. Directors are expected to attend all Board meetings. Any Director who misses two consecutive meetings (except for emergencies) or three meetings in a twelve-month period will be automatically removed from the Board.

Section 11: Power to Elect Officers

The Board of Directors shall elect a Chairman, Vice-Chairman, Secretary, and Treasurer, and such other officers as they shall desire, prior to the annual meeting.

Section 12: Power to Appoint Executive Committee

The Board of Directors shall have the power to appoint an Executive Committee, composed of all officers and one additional member, who shall have and exercise the authority of the Board of Directors in the management of the agency’s business between meetings of the Board.

Section 13: Check Signatures

Checks shall bear the following signatures: Checks over $500.00 must be signed by the Treasurer and Director, Chairman and Director, or Treasurer and Chairman. Checks for $500.00 and under can bear the signatures of the Director and Assistant Director/Fiscal Officer of the Council on Aging.

Section 14: Confidentiality

The obligation to maintain confidentiality shall remain in effect during the term of the board member’s service with the organization and shall continue indefinitely after their separation from the organization, unless the information becomes publicly available through no fault of the individual.

Section 1: Officers

The officers of the Board of Directors shall be the Chairman, Vice-Chairman, Secretary, and Treasurer, all of whom must be members of the Board.

Section 2: Chairman

The Chairman shall:

1. Preside at all meetings of the Board and the Executive Committee.

2. Perform all duties usually pertaining to the office of Chairman.

3. Sign checks in the absence of the Treasurer.

Section 3: Vice-Chairman

The Vice-Chairman shall:

1. Preside in the absence of the Chairman.

2. Perform all duties pertaining to the office of Vice-Chairman.

Section 4: Treasurer

The Treasurer shall:

1. Provide financial reports as requested.

2. Work with the Fiscal Officer on financial matters as the Board’s liaison.

3. Be responsible for signing checks.

Section 5: Secretary

The Secretary shall:

1. Keep accurate records of the corporation’s proceedings.

2. Maintain a list of names and addresses of Board members.

3. Preserve important records and letters in a permanent file.

Section 1: Standing Committees

The following standing committees shall exist for the Board:

- Nominating Committee: Appointed by the Chairman, this committee of three members nominates candidates for Board vacancies and officer positions before the annual meeting. Additional nominations may be made from the floor, and no person may be nominated without their prior approval.

- Executive Committee: Composed of officers and one additional member selected by the Board, this committee acts on behalf of the corporation between regular Board meetings and makes recommendations to the Board. A quorum of the Executive Committee shall consist of a majority of its members.

Section 1: Director

The Board shall employ an Executive Director responsible for executing the corporation’s affairs. The term Executive Director used in Chapter 3 of the DOEA Programs and Services Handbook refers to the principal person responsible for the OAA Title 3 program. The Executive Director shall report to the Executive Committee or the board of directors, and will supervise the staff, develop plans, handle grants and new programs, and serve as a liaison between the Northwest Florida Area Agency on Aging and the Board of Directors. In the event of the Executive Director’s resignation or dismissal the Northwest Florida AAA will have oversight responsibilities regarding the qualifications, the selection process and the ultimate selection of the new executive director with responsibility for OAA, Title 3 Programs. At any time, there is a vacancy for the executive director, the provider must delegate and “acting” executive director, however they may not serve for more than 120 calendar days without prior approval from the AAA

Section 2: Bonding

The Director and all other employees handling funds shall be bonded.

Section 3: Conflict of Interest

A conflict of interest occurs when a board member, officer, employee, or committee member has a personal, financial, or other interest that may interfere with their ability to make impartial decisions on behalf of the organization. This includes situations where a member, or their immediate family, stands to benefit personally or financially from decisions made by the organization. All individuals covered by this policy must disclose any actual or potential conflicts of interest to the board of directors or an appropriate committee. Disclosures should be made as soon as the individual becomes aware of the conflict.  The organization requires that board members sign a separate Conflict of Interest statement.

Section 1: Amendments

These bylaws may be amended, revised, added to, repealed, or rescinded by a two-thirds vote of the Board of Directors, provided that written notice of the proposed changes are given to all board members at least 10 days before the next meeting.

Section 2: Reviews and updates

To ensure our Bylaws remain relevant, compliant with current laws, and aligned with the organization’s evolving needs. A review of the bylaws will take place every four years.

Section 1: Request for Bids/Purchases

Requests for bids or purchases (RFPs) will comply with the regulations of the State of Florida, the Department of Elder Affairs, and other governing agencies. The RFP must be advertised in all local newspapers in Walton County for at least two weeks. If no bids are received, the Director may contact local businesses, and if necessary, request a waiver to proceed with in-house services or single-source purchases.

Section 2: Purchasing Committee

Once an RFP is released, the Chairman will appoint a committee of at least three Board members, the Director, and the Fiscal Officer to review and rate all bids according to state guidelines.

Section 3: Single-Source Purchases

Single-source purchases must follow the Department of Elder Affairs and State of Florida guidelines and be justified.

Section 4: Documentation of Selection Process

The selection process must be documented and kept on file in the Walton County Council on Aging office.

Section 5: Required Signatures

Each purchase over $5,000 requires a purchase order number and must be approved by the Board of Directors, the Executive Director and/or the Business Manager. Payments are via ACH or wire transfer and seldom have check signatures.

Section 1

The organization may be dissolved voluntarily by a vote of the board of directors, with a minimum of two-thirds of directors voting in favor of dissolution. Upon deciding to dissolve, the board of directors shall notify all members, employees, and relevant stakeholders of the impending dissolution. Upon dissolution, all the organization’s assets, after payment of liabilities and obligations, shall be distributed to one or more nonprofit organizations, charitable institutions, or public entities organized and operated for purposes consistent with the organization’s mission, and which qualify under Section 501(c)(3) of the Internal Revenue Code (or the corresponding section of any future federal tax code), or to a governmental agency for a public purpose. The organization shall file Articles of Dissolution with the appropriate state authority to officially terminate its legal status .