Bucks County Long Term Care Consortium
(Approved by BCLTCC Board of Directors on July 12, 2016)
(Approved by BCLTCC General Membership on January 25, 2017)
(Revised and approved by BCLTCC Board of Directors on January 9, 2018)
(Revisions approved by BCLTCC General Membership on January 24, 2018)
(Revisions made on March 19, 2018)
(Approved by BCLTCC Board of Directors on April 11, 2018)
(Approved by Membership on January 23, 2019)
ARTICLE 1: NAME AND MISSION
Section 1: Name: The name of the organization is the Bucks County Long Term Care Consortium
Section 2: Mission: The Bucks County Long Term Care Consortium is organized exclusively to
facilitate collegiality and collaboration to drive excellence within the long term care
continuum in Bucks County, PA.
ARTICLE 2: MEMBERSHIP
Section 1: Eligibility for membership: Membership shall be open to any company, organization,
facility or individual interested or involved in the delivery of long term care in Bucks
Section 2: Acceptance for membership: Membership shall be subject to approval by the
Membership Committee and subsequent consent approval by the Board.
Section 3: Responsibilities of membership: Membership requires participation in the annual
meeting and the election of Officers and Board of Directors; membership also requires
payment of annual dues to be determined by the Board of Directors.
ARTICLE 3: MEETINGS OF MEMBERS
Section 1: Annual meeting: An annual meeting of the members shall take place at a specific date,
time and location determined by the Board.
Section 2: Regular meetings: Regular meetings of the members shall be held quarterly, at a time
and place designated by the Board
Section 3: Notice of meetings: Notice of each meeting shall be given to each member not less than
two weeks prior to the meeting.
Section 4: Quorum: One more than half the number of members shall constitute a quorum. A
quorum must be present during the annual meeting to elect Officers and Board of
Directors for the election to be valid.
Section 5: Voting: All issues, other than elections of Officers and Board of Directors, to be voted
on shall be decided by a simple majority of those present at the meeting in which the
vote takes place.
ARTICLE 4: BOARD OF DIRECTORS
Section 1: Board role, size and compensation: The Board is responsible for overall policy and
direction of BCLTCC and delegates responsibility for day-to-day operations to staff and
committees. The Board shall have no fewer than eight (8) members and no more than
sixteen (16) members. The Board receives no compensation other than reimbursement
of reasonable expenses.
Section 2: Terms: All Board members shall serve three-year terms, but are eligible for re-election
to a second three-year term. Terms of service begin immediately upon election at the
annual meeting. The Board members’ terms shall be staggered, so that the terms of
approximately one-third of the Board members shall expire each year.
Section 3: Meetings and Notice: The Board shall meet at least quarterly, at an agreed upon time
and place. An official Board meeting requires that each Board member have written
notice at least two weeks in advance.
Section 4: Board elections: Board officers, new Board members and current Board members shall
be elected or re-elected by a majority vote at the annual meeting where a quorum of
members is present.
Section 5: Quorum: A majority of the Board members shall be necessary to constitute a quorum
for business transactions to take place and motions to pass.
Section 6: Officers, Terms and Duties: There shall be four officers of the Board, consisting of a
president, vice president, secretary and treasurer. Each officer shall serve for a term of
one (1) year following her/his election and may be re-elected to that office for
additional terms for so long as she/he is eligible to be a member of the Board. Each
officer shall hold office until her/his successor is elected. Officer duties are as follows:
The president shall attend all meetings and provide overall leadership to the Board and
organization. The president shall provide oversight of the business and affairs of the
organization, convene and chair scheduled board meetings, and if unavailable, shall
arrange for other Board officers to preside at a meeting in the following order: vice
president, secretary, treasurer. The president may also be responsible for other such
duties as the Board may assign.
The vice president shall attend all meetings, work closely with the president and will
serve in the absence of the president. The vice president may also be responsible for
other such duties as the Board may assign.
The secretary shall attend all meetings and shall be responsible for keeping records of
board actions, including overseeing the taking of minutes at all meetings, sending out
meeting announcements, distributing copies of minutes and the agenda to each
member, and assuring that corporate records are maintained. The secretary may also be
responsible for other such duties as the Board may assign.
The treasurer shall attend all meetings and shall be responsible for managing the
finances of the organization including bank account maintenance and bookkeeping, shall
oversee all required filings for tax/legal compliance, shall develop budgets and shall
prepare timely financial reports. The treasurer may also be responsible for other such
duties as the Board may assign.
Section 7: Vacancies: When a vacancy on the Board exists, nominations for new members shall be
the responsibility of the Governance Committee. These nominations shall be sent out to
Board members, to be voted upon at the next Board meeting. All vacancies will be filled
to the end of the particular Board member’s term.
Section 8: Resignation, termination, and absences: Resignation from the Board must be in writing
and received by the Secretary. A Board member may be terminated from the Board due
to excess absences, as defined by the Board. A Board member may be removed for
other reasons by a majority vote of the remaining Board members.
Section 9: Special meetings: Special meetings of the Board shall be called upon request of the
President or a majority of the Board. Notice of special meetings shall be sent out by the
secretary to each Board member at least two weeks in advance.
ARTICLE 5: COMMITTEES
Section 1: Committee formation: The Board shall create standing and ad hoc committees as
needed. The Board president shall appoint all committee chairs. Each committee chair
shall provide a report at annual meeting and quarterly to the Board.
Section 2: Executive Committee: The four officers serve as members of the Executive Committee.
Except for the power to amend the Articles of Incorporation and bylaws, the Executive
Committee shall have all the powers and authority of the board of directors in the
intervals between meetings of the board of directors, and is subject to the direction and
control of the full board.
Section 3: Finance Committee: This committee is responsible for monitoring and communicating
to the board about the organization’s overall financial health. Core duties include:
participating in and overseeing the development of the organization’s budget; the creation of internal controls; the preparation and distribution to the board of timely,
accurate, and user-friendly financial reports; and the implementation of safeguards to
protect the organization’s assets. The Treasurer is usually the Chair of the Finance
Section 4: Governance Committee: This committee is responsible for the ongoing review and
recommendations to enhance the quality and future viability of the board of directors.
The work of the committee is focused on five major areas: board role and
responsibilities; board composition; board knowledge & education; board effectiveness;
and board leadership.
Section 5: Membership Committee: This committee is responsible for developing and maintaining
the organization’s membership. Duties include: develop and revise annual membership
recruitment and retention plan; determine and respond to members’ needs; determine
and implement methods to recognize and reward members; and determine and
implement methods to involve members in committees, programs and activities of the
Section 6: Education Committee: Meetings will be convened by committee chair at a date, time
and location determined by the chair. Duties include: oversight of program
development for General Meetings; maintenance of website; coordination and
supervision of the Assisted Living/Personal Care Home work group, the Nursing Home
work group, and the Home and Community Based Services work group.
ARTICLE 6: DIRECTOR AND STAFF
Section 1: Executive Director: The executive director is hired by the Board. The executive director
has day-to-day responsibilities for the organization, including carrying out the
organization’s goals and policies. The executive director will attend all Board meetings,
report on the progress of the organization, answer questions of the Board members and
carry out the duties described in the job description. The Board can designate other
duties as necessary.
Section 2: Staff: In the absence of an Executive Director, the Executive Committee of the Board of
Directors shall be responsible for the hiring and supervision of BCLTCC staff.
ARTICLE 7: CONFLICT OF INTEREST
Section 1: Conflict of interest: Board of directors and officers of BCLTCC shall perform their duties
in good faith, in a manner that they reasonably believe to be in the best interests of the
organization. To assist in this regard, the Board shall develop and approve policies and
procedures for appropriate and timely disclosure of potential conflicts of interest to
ensure that Board members and officers are acting in the best interests of the
organization at all times.
ARTICLE 8: AMENDMENTS
Section 1: Amendments: Before any amendments to the bylaws are considered, a thorough review
of the procedural guidelines should be undertaken to ascertain whether modification(s)
to the procedural guidelines would suffice. These bylaws may be amended when
necessary only by convening a bylaws committee, tasked with proposing changes.
Proposed changes must be submitted to the Board for approval. If approved by the
Board, amendment(s) are submitted to the full membership for approval.
ARTICLE 9: DISSOLUTION
Section 1: Dissolution: In the event of the dissolution of the BCLTCC, the board of directors shall,
after paying and making provisions for the payment of all liabilities, distribute all the
assets of the corporation over to an organization dedicated to charitable and/or
educational purposes and which has been recognized as a 501(c)(3) organization by the Internal Revenue Service.